Common use of Exit Transactions Clause in Contracts

Exit Transactions. (a) Following the date that is forty-two months after the Closing Date, KKR shall have the right to (i) commence and conduct a process for (and cause the consummation of) the sale of all of the Shares of the Company or all or substantially all of the consolidated assets of the Company (including the capital stock of any Subsidiaries of the Company) (a “Company Sale”), which Company Sale may be effected by a Transfer of Shares, merger, sale of stock, sale of assets or other business combination, or (ii) initiate (and cause to be consummated) an Initial Public Offering. KKR, following meaningful consultation with Walgreens, shall have the right to make all decisions with respect to such Initial Public Offering process; provided, that all decisions made in connection with such process shall be consistent with the fiduciary duties of the Board. (b) Following the date that is the fifth anniversary of the Closing Date, if an Initial Public Offering has not yet occurred (unless KKR has initiated a process with respect to an Initial Public Offering or a Company Sale and such process is ongoing), Walgreens shall have the right to initiate (and cause to be consummated) an Initial Public Offering. (c) Prior to initiating any Company Sale, Required Sale (as defined below) or Initial Public Offering, KKR shall engage in good-faith negotiations with Walgreens to discuss the terms of a potential acquisition by the Walgreens Stockholders (or an Affiliate thereof) of all Shares that are Beneficially Owned by the KKR Stockholders; provided that the KKR Stockholders have the right to not accept any offer that may be made by the Walgreens Stockholders and the decision to initiate such a Company Sale or an Initial Public Offering (following consultation with Walgreens) shall be in the sole discretion of KKR. If negotiations between ▇▇▇▇▇▇▇▇▇ and KKR cease and KKR decides to initiate such a Company Sale, KKR shall provide written notice to Walgreens promptly following the date KKR initiates such Company Sale (“Sale Notice Date”). If a definitive transaction agreement for such Company Sale is not executed and delivered by the parties thereto on or before one hundred and eighty (180) days after the Sale Notice Date (or if such definitive transaction agreement is executed and delivered but subsequently terminated), the restrictions provided for in this Section 3.3(c) shall again become effective and no Company Sale may be initiated or continued thereafter by KKR without again engaging with Walgreens pursuant to this Section 3.3(c). Any transaction agreement providing for the acquisition by the Walgreens Stockholders (or an Affiliate thereof) of all Shares that are Beneficially Owned by the KKR Stockholders shall be on a “public company” basis with no post-closing indemnity or recourse to the KKR Stockholders or any Affiliate thereof. (d) In the event the Walgreens Stockholders (or their Affiliates) purchase all of the Shares Beneficially Owned by the KKR Stockholders or the KKR Stockholders (or their Affiliates) purchase all of the Shares Beneficially Owned by the Walgreens Stockholders (in each case, whether in a single or series of transactions), KKR Americas XII or WBA, as the case may be, will agree to a customary confidentiality and non- solicit/no-hire agreement with respect to any Covered Persons consistent with the provisions set forth in Section 4.2(c) and Section 4.3(a), which agreement shall expire on the second anniversary of the closing of such transaction.

Exit Transactions. (a) Following the date that is forty-two months after the Closing Date, KKR shall have the right to (i) commence and conduct a process for (and cause the consummation of) the sale of all of the Shares of the Company or all or substantially all of the consolidated assets of the Company (including the capital stock of any Subsidiaries of the Company) (a “Company Sale”), which Company Sale may be effected by a Transfer of Shares, merger, sale of stock, sale of assets or other business combination, or (ii) initiate (and cause to be consummated) an Initial Public Offering. KKR, following meaningful consultation with Walgreens, shall have the right to make all decisions with respect to such Initial Public Offering process; provided, that all decisions made in connection with such process shall be consistent with the fiduciary duties of the Board. (b) Following the date that is the fifth anniversary of the Closing Date, if an Initial Public Offering has not yet occurred (unless KKR has initiated a process with respect to an Initial Public Offering or a Company Sale and such process is ongoing), Walgreens shall have the right to initiate (and cause to be consummated) an Initial Public Offering. (c) Prior to initiating any Company Sale, Required Sale (as defined below) or Initial Public Offering, KKR shall engage in good-faith negotiations with Walgreens to discuss the terms of a potential acquisition by the Walgreens Stockholders (or an Affiliate thereof) of all Shares that are Beneficially Owned by the KKR Stockholders; provided that the KKR Stockholders have the right to not accept any offer that may be made by the Walgreens Stockholders and the decision to initiate such a Company Sale or an Initial Public Offering (following consultation with Walgreens) shall be in the sole discretion of KKR. If negotiations between ▇▇▇▇▇▇▇▇▇ Walgreens and KKR cease and KKR decides to initiate such a Company Sale, KKR shall provide written notice to Walgreens promptly following the date KKR initiates such Company Sale (“Sale Notice Date”). If a definitive transaction agreement for such Company Sale is not executed and delivered by the parties thereto on or before one hundred and eighty (180) days after the Sale Notice Date (or if such definitive transaction agreement is executed and delivered but subsequently terminated), the restrictions provided for in this Section 3.3(c) shall again become effective and no Company Sale may be initiated or continued thereafter by KKR without again engaging with Walgreens pursuant to this Section 3.3(c). Any transaction agreement providing for the acquisition by the Walgreens Stockholders (or an Affiliate thereof) of all Shares that are Beneficially Owned by the KKR Stockholders shall be on a “public company” basis with no post-closing indemnity or recourse to the KKR Stockholders or any Affiliate thereof. (d) In the event the Walgreens Stockholders (or their Affiliates) purchase all of the Shares Beneficially Owned by the KKR Stockholders or the KKR Stockholders (or their Affiliates) purchase all of the Shares Beneficially Owned by the Walgreens Stockholders (in each case, whether in a single or series of transactions), KKR Americas XII or WBA, as the case may be, will agree to a customary confidentiality and non- solicit/no-hire agreement with respect to any Covered Persons consistent with the provisions set forth in Section 4.2(c) and Section 4.3(a), which agreement shall expire on the second anniversary of the closing of such transaction.