Common use of Information Rights Clause in Contracts

Information Rights. Subject to Exhibit D, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Law.

Information Rights. Subject to Exhibit D(a) For the avoidance of doubt, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit splitApplicable Law, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject prior to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Walgreens Investor Rights Termination Event, the Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to each Walgreens Director (in his or her capacity as such) any materials or other information prepared for or given to any other member of the Board (excluding any such materials or other information prepared for and given to solely the Chief Executive Officer and no other member of the Board), as and when prepared for or given to any such other member, or any other materials or other information relating to the management, operations and finances of the Company and its Subsidiaries as and when generally provided to directors of the Company or as and when reasonably requested by such Walgreens Director (in his or her capacity as such). Each Walgreens Director shall furnish be bound by and subject to such Qualified Class A Member the followingsame confidentiality obligations as each other director of the Company. (b) During the Walgreens Investor Rights Period: (ai) The Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to WBA: (A) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act (or if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the time periods that would be applicable to the Company if it were so subject) all quarterly and annual financial statements required to be contained in a filing with the Commission on Forms 10-Q and 10-K; and (B) within thirty (30) calendar days after the close end of each calendar month (other than the last calendar month of a monthly accounting period in each fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company its Subsidiaries as at the end of each such Fiscal Year monthly period, and audited the unaudited consolidated statements of incomeoperations of the Company and its Subsidiaries for each such monthly period and for the current fiscal year to date. (ii) The Company will consider and respond in good faith to reasonable requests for information, cash flows to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and Members’ equity its Subsidiaries from WBA (to the extent such requests are made in its capacity as a direct or indirect stockholder of the Company and to the extent such requests are made by the Chief Executive Officer, Executive Chairman, Chief Financial Officer or Controller of WBA), it being understood that the Company shall have discretion as to (1) whether or not to provide, in whole or in part, any such requested information and (2) whether or not to impose restrictions on WBA with respect to the types or categories of Representatives to whom such information may be disclosed (including, for example, requiring that any such Fiscal Yearinformation only be disclosed to corporate staff of WBA, and not to employees with operational responsibility), in each case setting forth in comparative form light of the figures for nature of the previous Fiscal Yearrequest and the facts and circumstances at the time. Without limiting the generality of the foregoing, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and its Subsidiaries will not be required to provide any such information if (i) the Company Subsidiaries as determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the dates thereof request and the results facts and circumstances at such time) or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person or (C) would violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with WBA, to develop and implement reasonable alternative arrangements to provide WBA (and its Representatives) with the intended benefits of this Section 1.6. (c) In furtherance and not in limitation of the foregoing, during the Walgreens Investor Rights Period, the Company and its Subsidiaries will use its commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to WBA, or to assist WBA with preparing (at the expense of WBA), in a reasonably timely fashion upon reasonable prior request by WBA, any (A) financial information (including those described in clauses (A)-(B) of Section 1.6(b)(i)) or other data relating to the Company and its Subsidiaries and (B) any other relevant information or data, in each case to the extent necessary, as reasonably determined in good faith by WBA, for WBA, to (x) comply with GAAP or IFRS, as applicable, or to comply with its reporting, filing, tax, accounting or other obligations under Applicable Law or (y) apply the equity method of accounting, in the event WBA, is required to account for its investment in the Company under the equity method of accounting under GAAP or IFRS, as applicable, and agrees to use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to cooperate in good faith with such Investor in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event will WBA or its Affiliates disclose (including by reflecting such information on their operations financial statements) any financial information or other financial data provided to WBA pursuant to this Section 1.6 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 1.6(d)(i) or Section 1.6(d)(iv) (solely to the extent required by subpoena, order or other compulsory legal process). WBA shall promptly, upon request by the Company, reimburse the Company for all reasonable out of pocket costs and changes expenses incurred by the Company or any of its Subsidiaries in their cash flows and Members’ equity for connection with any actions taken by the periods covered thereby;Company or any of its Subsidiaries pursuant to this Section 1.6(c). (d) In furtherance of and not in limitation of any reportother similar agreement such party or any of its Representatives may have with the Company or its Subsidiaries, presentationeach of the Investors hereby agrees that all Confidential Information with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on their financial statements) by it in any manner whatsoever, management-prepared updateexcept as permitted by this Section 1.6(d). Any Confidential Information may be disclosed: (i) by an Investor (x) to each other Investor, or other information of general applicability to all Members that is provided (y) to any Memberof its Affiliates and (z) to such Investor’s or such Affiliate’s respective directors, managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (y) and (z)), collectively, for purposes of this Section 1.6(d) and the definition of Confidential Information, “Representatives” of such Investor), in the case of clause (y) and clause (z), solely if and to the extent any such Person needs to be provided such Confidential Information to assist such Investor or its Affiliates in evaluating or reviewing its existing or prospective direct or indirect investment in the Company, including in connection with the disposition thereof. Each Representative of an Investor shall be deemed to be bound by the provisions of this Section 1.6(d) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such other agreement or obligation, as applicable) by any of its Representatives; (eii) prompt reports by an Investor or any of its Representatives to the initiation or settlement of, or material developments in, any action or proceeding involving extent the Company or any Company Subsidiaryconsents in writing; (fiii) by an Investor or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, that such Transferee agrees to be bound by the Company’s Annual Budget promptlyprovisions of this Section 1.6(d) (or a confidentiality agreement having restrictions substantially similar to this Section 1.6(d)) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such confidentiality agreement) by any such Transferee; and (iv) by any Investor or any of its Representatives to the extent that such Investor or Representative has been advised by its outside counsel that such disclosure is required to be made by such Investor or Representative under Applicable Law or by a Governmental Authority, including as (and to the extent) may be required by Applicable Law or by a Governmental Authority in furtherance of any action taken by such Person not in contravention of the terms of Section 2.2(b)(ii), and in any event within ten (10) calendar days after case such Annual Budget Investor or Representative is approved by not otherwise in material breach of Section 2.2 of this Agreement; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the Board by Supermajority Board Vote; (g) confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that such disclosing Investor or Representative, as the case may be, uses reasonable best efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Authority or as is, based on the advice of its outside counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Alliance Boots Confidentiality Agreement, the Walgreens Confidentiality Agreement, or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal the Investors or regulatory investigation their Respective Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company or contrary, any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or Confidential Information that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or used in any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member manner pursuant to this Agreement can be so disclosed or under Applicable Lawused.

Information Rights. Subject to Exhibit D, as (a) For so long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of Holder owns any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Common Shares, the Company shall furnish to such Qualified Class A Member the followingagrees that: (ai) The Company shall provide the Holder (A) within thirty sixty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (12060) days after the end of each Fiscal Yearfiscal year, audited with the consolidated financial results for of the Company’s consolidated group (the “Company Group”) for such fiscal year (including a profit and loss account, balance sheets sheet, cash flow and statement of other comprehensive income), (B) promptly upon availability, the annual accounts for each member of the Company Group (except where such accounts or audits are not legally required), and the Company Subsidiaries as at (C) within thirty (30) days after the end of each such Fiscal Year and audited fiscal quarter, unaudited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such condensed financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition results of the Company Group for such fiscal quarter (including a profit and Company Subsidiaries as loss account, balance sheet, cash flow and statement of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby;other comprehensive income). (dii) any reportThe Company will, presentationwithin twenty-five (25) days after the end of each fiscal quarter, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) make the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by Chief Financial Officer available for a discussion with the Board by Supermajority Board Vote; (g) Holder with regards to updates to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of Company’s business and financial results with respect to such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, fiscal quarter. (iii) any event The Company shall furnish or occurrence with respect cause to be furnished to the Company or any Company Subsidiary that wouldHolder, or would reasonably be expected toupon reasonable request as promptly as practicable, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, information in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets possession of the Company or any Company Subsidiary of its Subsidiaries relating to Taxes, including in connection with filing any Tax Return, amended Tax Return or claim for Tax refund, determining a liability for Taxes or a right to a Tax refund, or participating in or conducting any similar materials;proceeding in respect of Taxes. (hb) without limiting With respect to any information provided by the generality Company: (i) Subject to the requirements of clause law, the Holder shall keep confidential, and shall cause its Representatives to keep confidential, all information and documents obtained pursuant to this Section 18 unless such information: (gA) aboveis or becomes publicly available other than as a result of a breach of this Section 18(b) by it or its Representatives; (B) was within its possession prior to being furnished to it by or on behalf of the Company; provided, prompt notice that the source of any event such information was not known by it to be bound by a confidentiality agreement with, or occurrence other contractual or legal obligation of confidentiality to, the Company with respect to the Company such information; (C) is or a Company Subsidiary that would or could reasonably be expected becomes available to result in adverse legal or regulatory consequences for such Qualified Class A Member it or any of its Affiliates, including any action that could reasonably be expected to result in Representatives on a violation of any regulation or statute administered by OFAC or of the FCPA or any non-confidential basis from a source other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of than the Company or any of its Representatives; provided that such source was not known to it to be bound by a confidentiality agreement with, or other contractual or legal obligation of confidentiality to, the Company Subsidiary or any similar materials with respect to such information; or (iiiD) is independently developed by or on its behalf without violating any of its obligations under this Section 18(b). (ii) In the event the Holder believes, upon consultation with its legal counsel, that it is legally required to disclose any information which or documents contemplated by Section 18(b)(i), it shall to the extent possible under the circumstances provide reasonable prior written notice to the Company is not permitted so that the Company may, at its own expense, seek a protective order or otherwise take reasonable steps to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawprotect the confidentiality of such information.

Information Rights. Subject Prior to Exhibit Dthe Fallaway Date, as long as in order to facilitate (xi) a Class A Member Sponsor Stockholder’s compliance with legal and regulatory requirements applicable to the beneficial ownership by Sponsor Stockholder, any Sponsor or any of its or their respective Affiliates of equity securities of the Company and (other than a holder ii) Sponsor Stockholder’s oversight of Class B Units or other equity interests its investment in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Company, the Company shall furnish agrees to such Qualified Class A Member provide Sponsor Stockholder with the following: (a) within thirty (30) calendar 90 days after the close end of each calendar month fiscal year of the Company, (other than the last calendar month of a fiscal quarter)i) an audited, a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of the end of such monthfiscal year, together with related statements (ii) an audited, consolidated income statement of operations, income the Company and cash flow its Subsidiaries for such month fiscal year and (iii) an audited, consolidated statement of cash flows of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the current Company files its annual report on Form 10-K for the applicable fiscal year to date)with the SEC; (b) within thirty (30) calendar 45 days after the close end of each of the first three quarters of each fiscal quarter year of the Company, (other than the fourth quarter)i) an unaudited, an unaudited consolidated balance sheet of the Company and the Company its Subsidiaries as of the end of such fiscal quarter, together with related statements (ii) an unaudited, consolidated income statement of operations, income the Company and cash flow its Subsidiaries for such fiscal quarter and (iii) an unaudited, consolidated statement of cash flows of the Company and the current year to date) and a management report its Subsidiaries for such quarter (and fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the current Company files its quarterly report on Form 10-Q for the applicable fiscal year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable LawSEC; (c) as soon as availablereasonable access, to the extent reasonably requested by Sponsor Stockholder, to the offices and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets properties of the Company and the Company Subsidiaries as at the end of each such Fiscal Year its Subsidiaries, including its and audited consolidated statements of income, cash flows their books and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior yearsrecords, and fairly present to discuss its and their affairs, finances and accounts with its and their officers, all upon reasonable notice and at such reasonable times and as often as Sponsor Stockholder may reasonably request; provided that any investigation pursuant to this Section 3.05(c) shall be conducted in all material respects a manner as not to interfere unreasonably with the financial condition conduct of the business of the Company and Company Subsidiaries as of the dates thereof its Subsidiaries; and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any reportprovided, presentationfurther, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company shall not be obligated to provide such access or any materials if the Company Subsidiary; (f) the Company’s Annual Budget promptlydetermines, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Lawits reasonable judgment, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of that doing so could (i) any material violation materially violate applicable law, an applicable order or breach a contract or obligation of any Applicable Law or internal compliance policy by the Company or any Company Subsidiaryconfidentiality owing to a third party, (ii) any criminal jeopardize the protection of an attorney-client privilege, attorney work product protection or regulatory investigation or proceeding against the Company or any Company Subsidiaryother legal privilege, (iii) any event or occurrence with respect to expose the Company or any Company Subsidiary that would, or would reasonably be expected to, result in to a material violation or breach risk of any Applicable Law or internal compliance policy or require reporting to a Governmental Authorityliability for disclosure of personal information, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment violation of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or National Industrial Security Program Operating Manual (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition lawsNISPOM), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Law.

Information Rights. Subject to Exhibit D(a) For the avoidance of doubt, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit splitApplicable Law, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject prior to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Walgreens Investor Rights Termination Event, the Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to each Walgreens Director (in his or her capacity as such) any materials or other information prepared for or given to any other member of the Board (excluding any such materials or other information prepared for and given to solely the Chief Executive Officer and no other member of the Board), as and when prepared for or given to any such other member, or any other materials or other information relating to the management, operations and finances of the Company and its Subsidiaries as and when generally provided to directors of the Company or as and when reasonably requested by such Walgreens Director (in his or her capacity as such). Each Walgreens Director shall furnish be bound by and subject to such Qualified Class A Member the followingsame confidentiality obligations as each other director of the Company. (b) During the Walgreens Investor Rights Period: (ai) The Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to Walgreens and/or Alliance Boots: (A) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act (or if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the time periods that would be applicable to the Company if it were so subject) all quarterly and annual financial statements required to be contained in a filing with the Commission on Forms 10-Q and 10-K; and (B) within thirty (30) calendar days after the close end of each calendar month (other than the last calendar month of a monthly accounting period in each fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company its Subsidiaries as at the end of each such Fiscal Year monthly period, and audited the unaudited consolidated statements of incomeoperations of the Company and its Subsidiaries for each such monthly period and for the current fiscal year to date. (ii) The Company will consider and respond in good faith to reasonable requests for information, cash flows to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and Members’ equity its Subsidiaries from Walgreens and/or Alliance Boots (to the extent such requests are made in its respective capacity as a stockholder of the Company and to the extent such requests are made by the Chief Executive Officer (or in the case of Alliance Boots, its Executive Chairman), Chief Financial Officer or Controller of Walgreens or Alliance Boots, as applicable), it being understood that the Company shall have discretion as to (1) whether or not to provide, in whole or in part, any such requested information and (2) whether or not to impose restrictions on Walgreens or Alliance Boots, as applicable, with respect to the types or categories of Representatives to whom such information may be disclosed (including, for example, requiring that any such Fiscal Yearinformation only be disclosed to corporate staff of Walgreens or Alliance Boots, as applicable, and not to employees with operational responsibility), in each case setting forth in comparative form light of the figures for nature of the previous Fiscal Yearrequest and the facts and circumstances at the time. Without limiting the generality of the foregoing, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and its Subsidiaries will not be required to provide any such information if (i) the Company Subsidiaries as determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the dates thereof request and the results facts and circumstances at such time) or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person or (C) would violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with Walgreens and/or Alliance Boots, as applicable, to develop and implement reasonable alternative arrangements to provide Walgreens and Alliance Boots (and their operations respective representatives) with the intended benefits of this Section 1.6. (c) In furtherance and changes not in limitation of the foregoing, during the Walgreens Investor Rights Period, the Company and its Subsidiaries will use its commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Walgreens and/or Alliance Boots, as applicable, or to assist Walgreens and/or Alliance Boots with preparing (at the expense of Walgreens and/or Alliance Boots, as applicable), in a reasonably timely fashion upon reasonable prior request by Walgreens or Alliance Boots, as the case may be, any (A) financial information (including those described in clauses (A)-(B) of Section 1.6(b)(i)) or other data relating to the Company and its Subsidiaries and (B) any other relevant information or data, in each case to the extent necessary, as reasonably determined in good faith by Walgreens or Alliance Boots, as the case may be, for Walgreens or Alliance Boots, as the case may be, to (x) comply with GAAP or IFRS, as applicable, or to comply with its reporting, filing, tax, accounting or other obligations under Applicable Law or (y) apply the equity method of accounting, in the event Walgreens and/or Alliance Boots, is required to account for its investment in the Company under the equity method of accounting under GAAP or IFRS, as applicable, and agrees to use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to cooperate in good faith with such Investor in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event will Walgreens or Alliance Boots or their cash flows respective Affiliates disclose (including by reflecting such information on their financial statements) any financial information or other financial data provided to Walgreens or Alliance Boots pursuant to this Section 1.6 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 1.6(d)(i) or Section 1.6(d)(iv) (solely to the extent required by subpoena, order or other compulsory legal process). Walgreens and Members’ equity Alliance Boots shall promptly, upon request by the Company, reimburse the Company for all reasonable out of pocket costs and expenses incurred by the periods covered thereby;Company or any of its Subsidiaries in connection with any actions taken by the Company or any of its Subsidiaries pursuant to this Section 1.6(c). (d) In furtherance of and not in limitation of any reportother similar agreement such party or any of its Representatives may have with the Company or its Subsidiaries, presentationeach of the Investors hereby agrees that all Confidential Information with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on their financial statements) by it in any manner whatsoever, management-prepared updateexcept as permitted by this Section 1.6(d). Any Confidential Information may be disclosed: (i) by an Investor (x) to each other Investor, or other information of general applicability to all Members that is provided (y) to any Memberof its Affiliates and (z) to such Investor’s or such Affiliate’s respective directors, managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (y) and (z)), collectively, for purposes of this Section 1.6(d) and the definition of Confidential Information, “Representatives” of such Investor), in the case of clause (y) and clause (z), solely if and to the extent any such Person needs to be provided such Confidential Information to assist such Investor or its Affiliates in evaluating or reviewing its existing or prospective direct or indirect investment in the Company, including in connection with the disposition thereof. Each Representative of an Investor shall be deemed to be bound by the provisions of this Section 1.6(d) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such other agreement or obligation, as applicable) by any of its Representatives; (eii) prompt reports by an Investor or any of its Representatives to the initiation or settlement of, or material developments in, any action or proceeding involving extent the Company or any Company Subsidiaryconsents in writing; (fiii) by an Investor or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, that such Transferee agrees to be bound by the Company’s Annual Budget promptlyprovisions of this Section 1.6(d) (or a confidentiality agreement having restrictions substantially similar to this Section 1.6(d)) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such confidentiality agreement) by any such Transferee; and (iv) by any Investor or any of its Representatives to the extent that such Investor or Representative has been advised by its outside counsel that such disclosure is required to be made by such Investor or Representative under Applicable Law or by a Governmental Authority, including as (and to the extent) may be required by Applicable Law or by a Governmental Authority in furtherance of any action taken by such Person not in contravention of the terms of Section 2.2(b)(ii), and in any event within ten (10) calendar days after case such Annual Budget Investor or Representative is approved by not otherwise in material breach of Section 2.2 of this Agreement; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the Board by Supermajority Board Vote; (g) confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that such disclosing Investor or Representative, as the case may be, uses reasonable best efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Authority or as is, based on the advice of its outside counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Alliance Boots Confidentiality Agreement, the Walgreens Confidentiality Agreement, or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal the Investors or regulatory investigation their Respective Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company or contrary, any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or Confidential Information that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or used in any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member manner pursuant to this Agreement can be so disclosed or under Applicable Lawused.

Information Rights. Subject to Exhibit D, as long as (x) a Class A Member (other than a holder The books and records of Class B Units or other equity interests in the Company received pursuant pertaining to an equity incentive plan (including this Agreement shall at all times be maintained at the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet principal Maine office of the Company and shall be open to the reasonable inspection and examination of the Purchaser, or its duly authorized representatives during reasonable business hours for a period of five years following repayment of this Note. Until the outstanding principal amounts due under the Note are paid in full the Company Subsidiaries as will furnish, or will cause to be furnished, to Purchaser copies of the end of such monthfollowing financial statements, together with related statements of operations, income reports and cash flow for such month (and the current year to date);information: (bi) within thirty sixty (3060) calendar days after the close of each fiscal quarter (other than year an Annual Operating Plan for the fourth quarter), an unaudited consolidated balance sheet next fiscal year with a report from management of the Company containing a description of projected business prospects (including capital expenditures) and management’s discussion and analysis of projected financial condition and projected results of operations of the Company Subsidiaries as of for such fiscal year; which report shall also specifically discuss, unless previously reported under 4.b.(iii) below, (A) whether the end Company has met the milestones set forth on Appendix A, and (B) whether during the previous year the Company encountered any unexpected opportunities or any obstacles with respect to the completion of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Lawmilestones; (cii) as soon as available, promptly when available and in any event within one hundred twenty ninety (12090) days after the end close of each Fiscal Yearfiscal year, audited a consolidated balance sheets sheet, statements of operations, retained earnings, and cash flows for such fiscal year, which statements shall be delivered together with a report from management of the Company containing management’s discussion and the Company Subsidiaries as at the end analysis of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition and results of operation of the Company; (iii) upon completion of each of the milestones set forth on Appendix A, the management of the Company shall submit a report to the Purchaser containing a discussion and Company Subsidiaries as analysis of the dates thereof financial condition and the results of their operations and changes in their cash flows and Members’ equity of the Company for the periods covered thereby; period beginning on the date of this Agreement and ending on the date described above in this item (diii), which report shall specifically discuss (A) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving whether the Company has met the milestones set forth on Appendix A, and (B) whether during such period the Company encountered any unexpected opportunities or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence obstacles with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach completion of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or such milestones; and (iv) any such other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence information with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliatesfinancial condition, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or business, property, assets, revenues and operations of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data Company as a Qualified Class A Member Purchaser may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information. In addition, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment for a five year period following repayment of the BoardNote, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company shall submit reports in response to Purchaser surveys or information requests. The Company shall cooperate with any Company Subsidiary Purchaser request for information or record review in connection with any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawaudit.

Information Rights. Subject to Exhibit D, as long as (x) From and after the Closing until the occurrence of a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Fall- Away Event, the Company shall, and shall furnish cause the Company Subsidiaries to, on an ongoing and confidential basis, provide the Stockholder with such information regarding the financial results and business of Company, including with respect to such Qualified Class A Member information required for regulatory or compliance purposes, as is reasonably requested by the following: Stockholder. In addition, prior to the IPO, the Company shall, and shall cause its Subsidiaries to, provide the Stockholder (on behalf of Blackstone), (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) 75 days after the end of each Fiscal Yearfiscal quarter, audited with consolidated balance sheets financial statements of the Company (including balance sheet, income statement and statement of cash flows) and (b) at the same time and in the same manner as the Directors, with Board Materials, and the Company Subsidiaries as at hereby acknowledges and agrees that Blackstone shall be entitled to use and rely on the end information furnished to the Stockholder (on behalf of each such Fiscal Year and Blackstone) pursuant to this sentence in the preparation of the audited consolidated financial statements and unaudited interim consolidated financial statements of incomeBlackstone (including the notes thereto, cash flows if any, and Members’ equity for the qualitative narrative disclosures in such Fiscal Year, reports filed with the SEC related to the foregoing) filed in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied report required to be filed by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying Blackstone pursuant to the effect that, except as set forth therein, such financial statements have been prepared in accordance Exchange Act with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective AffiliatesSEC. Notwithstanding the foregoing, the Qualified Class A Members Company shall have no right to receive not be required pursuant to this Section 12.1(g3.1 to provide or disclose any information (i) any (A) information, material, data or documents where the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to disclosure would be disclosed prohibited under Applicable Law or (ii) to the extent that the Company determines in good faith, after consulting with legal counsel, that (x) providing or disclosing such information would reasonably be expected to (1) breach a contractual obligation of confidentiality owed by the Company to a third party or the fiduciary obligations of Directors (2) prevent the Company from asserting any attorney-client privilege (to the extent that that such attorney-client privilege concerns are not governed by a common interest privilege or doctrine) with respect to matters to be provided or disclosed in Board Materials or (y) withholding such information is necessary as a result of an actual or reasonably likely conflict of interest between the Company and the Company Subsidiaries, on the one hand, and the Stockholder and its Affiliates, on the other hand; provided that the Company shall use reasonable efforts to provide or disclose such information with redactions or other customary limitations, in each case, to the extent feasible to do so in a manner that would avoid the effect set forth in the this clause (ii). All such nonpublic, proprietary or other confidential information relating to the Company, the Company Subsidiaries, the Company Business, the Separation or the IPO so furnished pursuant to this Section 3.1 shall be referred to herein as the “Information”; provided that “Information” shall not include information that (A) was or becomes generally available to the public other than as a result of a disclosure by the Stockholder, any Stockholder Representative or any Stockholder Designee in violation of this Section 3.1, (B) trade secrets was or becomes available to the Stockholder or its Affiliates or its or their respective directors, officers, other employees, partners, members, managers, professional representatives (including legal counsel, accountants, tax advisors, consultants and financial advisors of such Person) or agents (such Persons, other than the Stockholder and the Company or its Subsidiaries, the “Stockholder Representatives”) on a nonconfidential basis prior to disclosure to the Stockholder, any Stockholder Representative or any Stockholder Designee by the Company or its Affiliates or a Person acting on behalf of the foregoing, (C) was or becomes available to the Stockholder, any Stockholder Representative or any Stockholder Designee from a source other than the Company or its Affiliates or a Person acting on behalf of the foregoing; provided that such source is not known by the Stockholder or any such Stockholder Representative to be bound by an obligation of confidentiality with the Company or any Company Subsidiary of its Subsidiaries, or (D) is independently developed by the Stockholder or any similar materials; Stockholder Representative without the use of or reference to any Information. Subject to Section 3.2, the Stockholder shall, and shall direct the Stockholder Representatives (hwith the Stockholder liable hereunder for any Stockholder Representative’s failure to comply with such direction, subject to any joinder or other agreements to which such Stockholder Representatives are party with or for the benefit of the Company) without limiting to, (1) maintain in accordance with this Section 3.1 the generality confidentiality of clause (g) above, prompt notice of any event or occurrence with respect to such Information received by it from the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, (2) not disclose or reveal any such information to any Person, other than to Stockholder Representatives, in each case only to the extent the Stockholder determines in good faith that such Stockholder Representative needs to know such information for the purpose of (I) evaluating, monitoring or taking any other action with respect to the investment by the Stockholder in the Company, (II) ensuring compliance with the terms of, enforcing, defending or understanding any right or obligation in respect of this Agreement, the Charter, the Bylaws, the Master SMA Agreements, the Commitment Letter and any other agreement with respect to the investment by the Stockholder in the Company and (3) not use such information other than for the purposes described in the foregoing clause (2); provided that, notwithstanding the foregoing or anything to the contrary set forth in this Section 3.1, Information may be disclosed or revealed (v) by Blackstone, to the extent required by Applicable Law or applicable accounting principles (including accounting principles generally accepted in the United States of America) as then in effect, including any action interpretations thereof, in the audited consolidated financial statements and unaudited interim consolidated financial statements of Blackstone (including the notes thereto, if any, and the qualitative narrative disclosures in such reports filed with the SEC related to the foregoing); (w) by Blackstone, the Stockholder or the Stockholder Representatives to the extent that could reasonably be expected the Company consents thereto in writing; (x) by the Stockholder to result a Governmental Entity to the extent required by Applicable Law or as requested by a Governmental Entity in a violation of any regulation connection with routine examinations or statute administered oversight by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably requestGovernmental Entity; provided that Qualified Class A Members shall have no right any such examination or oversight is not targeted at AIG, the Company, the Company Subsidiaries, the Company Business, the Separation, the IPO, the Information or this Agreement; (y) by the Stockholder and the Stockholder Representatives to receive the extent that the Stockholder or the Stockholder Representatives are legally compelled to do so or are required to do so to comply with Applicable Law or legal process or Governmental Entity request or for any legally required tax or accounting purposes; provided that, prior to making such disclosure permitted pursuant to this Section 12.1(i) any clause (i) informationy), materialthe Stockholder or the Stockholder Representative, data or documents as applicable, shall, to the provision extent legally permissible, give written notice to the Company describing in reasonable detail the proposed content of which such disclosure to such Qualified Class A Member wouldthe extent related to the Information, and shall allow the Company, at its sole cost and expense, to seek a protective order to prevent the required disclosure; provided further that, in the reasonable judgment absence of such protective order, or if the Company otherwise waives the confidentiality requirements set forth in this Section 3.1 in connection with such requirement, the Stockholder or the Stockholder Representative shall disclose only that portion of the Board, result in a waiver of any applicable legal privilege or Information that is not permitted legally compelled to be disclosed under Applicable Law (including antitrust it being understood that the proviso in this clause (y) shall not apply to any disclosure by Blackstone pursuant to the foregoing clause (v)); and competition laws), (iiz) trade secrets by the Stockholder and the Stockholder Representatives to any prospective transferee permitted pursuant to the terms of this Agreement (subject to Article V) as part of customary “due diligence” reviews; provided that (1) such prospective transferee agrees to be bound by a customary confidentiality agreement or similar written obligation for the benefit of the Company or any Company Subsidiary or any similar materials or and (iii2) any information which this clause (z) shall not permit the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawdisclosure of Board Materials without the prior written consent of the Company.

Information Rights. Subject (a) The Company shall provide to Exhibit Deach of the Original Stockholder and the NCP Entities, as for so long as such Person owns any of capital stock of the Company, and to each other Stockholder that owns at least ten percent (x10%) (calculated on a Class A Member (other than a holder Fully-Diluted Basis) of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event all issued and outstanding shares of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended Common Stock (each Class A Member to which clause (x) or clause (y) above appliesof the Original Stockholder and such other Stockholder, a “Qualified Class A MemberReceiving Stockholder”)): (i) as soon as available unaudited annual consolidated financial statements of the Company and its Subsidiaries, including, in each case, the Company shall furnish to notes thereto, consisting of a consolidated balance sheet at the end of such Qualified Class A Member completed fiscal year and the following: related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ ​ ​ equity for such completed fiscal year, and (aii) as soon as available and in any event within thirty (30) calendar days after the close end of each calendar month (other than of the last calendar month of a fiscal quarter)Company, a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet financial statements of the Company and the Company its Subsidiaries consisting of a balance sheet and statements of income, retained earnings and cash flows, in each case as of the end of such the immediately preceding month, together with related statements of operations, income and cash flow for such month (and the current year to date);. (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of Each Receiving Stockholder will treat and hold confidential all information regarding the Company and its Subsidiaries received pursuant to Section 8(a) or otherwise (the “Confidential Information”), and refrain from using any of the Confidential Information except in connection with evaluating its investment in the Company Subsidiaries as or for the internal purposes of such Receiving Stockholder or its Affiliates (including, but not limited to, recordkeeping purposes). In the event that any Receiving Stockholder is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any such Confidential Information, such Receiving Stockholder will notify the Company promptly of the end request or requirement and cooperate with the Company to seek an appropriate protective order. To the extent, in the absence of a protective order or the receipt of a waiver hereunder, such Receiving Stockholder is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, such Receiving Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Receiving Stockholder shall use its reasonable best efforts to obtain, at the request of the Company, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate. The foregoing definition of “Confidential Information” and, therefore, the foregoing provisions, shall not apply to any information (i) that is generally available to the public immediately prior to the time of disclosure unless such information is so available due to the actions of such quarterReceiving Stockholder, together with related statements of operations(ii) that was available to such Receiving Stockholder prior to its disclosure pursuant hereto, income and cash flow for (iii) that becomes available to such quarter Receiving Stockholder (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied whether on a basis consistent confidential or non-confidential basis) from a Person who, to such Receiving Stockholder’s knowledge, is not prohibited by a duty to or agreement with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after subsidiary thereof from disclosing such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authorityinformation, or (iv) any other event that has been independently developed by such Receiving Stockholder or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any its authorized representatives without the use of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member wouldConfidential Information, in the reasonable judgment case of each of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), foregoing clauses (ii) trade secrets through (iv), as evidenced by written or electronic records. Notwithstanding anything to the contrary contained herein, (X) any Receiving Stockholder shall be permitted to disclose any information received by it pursuant hereto to such Receiving Stockholder’s managers, partners, directors, officers, employees, advisers, agents, stockholders and representatives (including counsel, accountants, appraisers, investment bankers, coinvestors and lenders, collectively “Representatives”) who need to know such information, (X) the NCP Entities shall be permitted to disclose any information received by it pursuant hereto to each of their partners or members and their respective Representatives, (Y) the MSEC Entities shall be permitted to disclose any information received by it pursuant hereto to each of their partners or members and their respective Representatives and (Z) the Neptune Entities shall be permitted to disclose any information received by them pursuant hereto (1) to each of the Company shareholders and Representatives of each Neptune Entity, (2) to the extent required by law or regulation, each of the shareholders of Neptune Parent, and (3) to the Representatives (other than shareholders) of Neptune Parent. Each Receiving Stockholder shall be liable for any Company Subsidiary or breach of this Section 8(b) by any similar materials or (iii) Persons to whom such Receiving Stockholder discloses any information which in accordance with the Company is not permitted immediately preceding sentence as if such Person was bound by the ​ ​ provisions hereof as a Receiving Stockholder. Notwithstanding anything herein to provide to a Qualified Class A Member the contrary, the provisions of this Section 8(a) shall survive the termination of this Agreement and the termination of the rights of any Stockholder hereunder pursuant to this Agreement or under Applicable LawSection 13.

Information Rights. Subject 9.1 The Company undertakes to Exhibit D, each of the Shareholders that and each of the Shareholders shall procure so far as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant it is within their respective power to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)do so that, the Company shall furnish not with respect to such Qualified Class A Member the followingitself and, where applicable, each other Group Company: (a) within thirty (30) calendar days after keep books, records and accounts and therein make true and complete entries of at its dealings and transactions of and in relation to the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet Business of the Company Group, such Cooks, records and accounts aro al other records and documents relating to the Company Subsidiaries as business affairs of the end Company(and any other relevant Group Company) shall be open to inspection by each of such month, together with related statements of operations, income the Shareholders during normal business hours and cash flow for such month (or reasonable prior notice aid they shall be permitted to take and the current year to date);remove copies thereof, (b) within thirty for each month prepare management accounts (30in a form approved by the Investor) calendar days after the close of each fiscal quarter (other than the fourth quarter)with comparisons to budgets and containing profit and 'oss accounts, an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and shoots cash flow for such quarter statements and forecasts and shall deliver them to the each Shareholder within twenty-one (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (12021) days after the end of each Fiscal Year, month, (c) at least thirty (30) days prior to the end of each financial year prepare and deliver to each Shareholder a detailed operating and capital oudget and cash flow forecast in respect of the next financial year in such form as the Investor shall require from time to time. (d) deliver to each Shareholder the audited consolidated balance sheets accounts of the Company and applicable audited consolidated accounts of the Group Companies in respect at each accounting Period together with the relative audit and management letters and all corresponcence between the Company Subsidiaries as at and the auditors of the Company concerning the accounts, the three (3) months after the end of the accounting period to which such audited accounts relate. 9.2 The Company shall provide each Shareholder promptly with siJoh information whetrier financial r otherwise concerning any member or the Group and the Business as each Shareholder may reasonably require from time to time in particular full details of any actual or prospective material change in the Business as soon as such Fiscal Year details are available. 9.3 If the Company does not comply with its obligations in clauses 9.1 and audited consolidated statements 9.2, any Shareholder and a firm of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied accountants nominated by the certification of independent certified public accountants of recognized national standing selected by Shareholder at the Board, certifying Company's experse will be entitled to attend the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, Company's expenses to examine the books and fairly present in all material respects the financial condition accounts of the Company and to discuss the Company's affairs, finances and accounts with its directors, officers and senior employees. The Company Subsidiaries as undertakes to the Shareholders to co-operate with any accountants or representatives appointed by them pursuant to this clause 9.3. 9.4 Each of the dates thereof Directors shall be at liberty from time to time to make full disclosure to its appointing Shareholder of any information relating to the Company. 9.5 Each Shareholder shall be at liberty from time to time to make such disclosure. (a) to its partners, trustees, shareholders. uniho cers and other participants ard/or to any member of the results of their operations and changes in their cash flows and Members’ equity same group for the periods covered therebypurposes of but not limited to reviewing existing investments and investment proposals. (b) to any lender to the Company and/or to any shareholder of the Company; (c) about the Company as shall be required by law and any regulatory authority to which any Shareholder s subject; and (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) 's auditors anoior any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets professional advisers of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect in relation to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information business affairs and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets financial posit on of the Company or any Company Subsidiary or any similar materials or (iii) any information which as it may n its reasonaole discretior think fit. 9.6 The provisions of this clause 9 shall apply mutatis mutandis in respect of each Group Company, including Chinacomm HK and the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawWFOE.

Information Rights. Subject to Exhibit D, as long as (xa) a Class A Member (other than a holder During the term of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)this Agreement, the Company shall furnish prepare and provide, or cause to such Qualified Class A Member the followingbe prepared and provided, to Amazon: (ai) within thirty ten (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (12010) days after the end of each Fiscal Year, audited consolidated balance sheets fiscal quarter the number of the Company and the Company Subsidiaries as outstanding shares of Common Stock at the end of each such Fiscal Year fiscal quarter calculated on both an undiluted basis and audited consolidated a fully diluted basis without regard to exercise or conversion prices of derivative securities; (ii) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act, all interim and annual financial statements required to be contained in a filing with the Commission on Forms 10-K and 10-Q; and (iii) if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the information set forth on Schedule 5.1(a); provided, however, that the requirements of incomethis paragraph (a) shall be deemed to be satisfied to the extent such information is publicly filed on ▇▇▇▇▇ within the time periods specified above. (b) During the term of this Agreement, cash flows the Company shall consider and Members’ equity respond in good faith to reasonable requests for information, to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and its subsidiaries from Amazon in its capacity as a stockholder of the Company. Without limiting the generality of the foregoing, the Company and its subsidiaries shall not be required to provide any such Fiscal Yearinformation if (i) the Company determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the request and the facts and circumstances at such time) other than to a de minimis extent or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person in effect on the date of this Agreement or (C) would, based on the written advice of the Company’s outside legal counsel, violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with Amazon, to develop and implement reasonable alternative arrangements to provide Amazon (and its Representatives) with the intended benefits of this Section 5.1. (c) In furtherance and not in limitation of the foregoing, during the term of this Agreement, the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Amazon, or to assist Amazon with preparing (at the expense of Amazon), in a reasonably timely fashion following a request by Amazon any (i) financial information or other data relating to the Company and its subsidiaries and (ii) any other relevant information or data, in each case setting forth to the extent necessary, as reasonably determined in comparative form good faith by Amazon for Amazon to (x) comply with GAAP or to comply with its reporting, filing, accounting or other obligations under Applicable Law or (y) apply the figures equity method of accounting, in the event Amazon is required to account for its investment in the previous Fiscal YearCompany under the equity method of accounting under GAAP; provided, accompanied however, that any requests with respect to tax matters shall be addressed by Section 5.2 and not by this Section 5.1. The Company shall use commercially reasonable efforts to cause its and its subsidiaries’ Representatives to cooperate in good faith with Amazon in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Amazon or its Affiliates disclose (including by reflecting such information on their financial statements) any financial information or other financial data provided to Amazon pursuant to this Section 5.1 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 5.1(d)(i), Section 5.1(d)(ii) or Section 5.1(d)(iv). Amazon shall promptly, upon request by the certification Company, reimburse the Company for all reasonable documented out of independent certified public accountants of recognized national standing selected pocket costs and expenses incurred by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared Company or any of its subsidiaries in accordance connection with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of any actions taken by the Company and Company Subsidiaries as or any of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby;its subsidiaries pursuant to this Section 5.1(c). (d) In furtherance of and not in limitation of any reportother similar agreement Amazon or any of its Representatives may have with the Company or its subsidiaries, presentationAmazon hereby agrees that all Confidential Information in its possession obtained pursuant to this Section 5.1 with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on its financial statements) or used by it in any manner whatsoever, management-prepared updateexcept as permitted by this Section 5.1(d). For the avoidance of doubt, any confidential information received by either party in connection with the Master Services Agreement shall be governed by the terms of the Master Services Agreement. Any Confidential Information may be disclosed or used: (i) by Amazon (x) to any of its Affiliates or (y) to its or its Affiliate’s respective directors, managers, officers, employees and authorized Representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (x) and (y), collectively, for purposes of this Section 5.1(d) and the definition of Confidential Information, “Representatives” of Amazon), in each case, solely if and to the extent any such Person needs to be provided such Confidential Information to assist Amazon or its Affiliates in (A) evaluating or reviewing its existing investment, or, with respect to the exercise of the Warrant, its prospective investment, in the Company, including in connection with the disposition thereof or voting shares of Common Stock or (B) evaluating, making or submitting, or otherwise taking any action in furtherance of, an Acquisition Proposal permitted by Section 5.3. Each Representative shall be deemed to be bound by the provisions of this Section 5.1(d) and Amazon shall be responsible for any breach of this Section 5.1(d) (or such other information agreement or obligation, as applicable) by any of general applicability to all Members that is provided to any Memberits Representatives; (eii) prompt reports by Amazon or any of its Representatives to the initiation or settlement of, or material developments in, any action or proceeding involving extent the Company or any Company Subsidiaryconsents in writing; (fiii) the Company’s Annual Budget promptlyby Amazon or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, and in any event within ten (10) calendar days after that such Annual Budget is approved Transferee agrees to be bound by the Board provisions of this Section 5.1(d) (or a confidentiality agreement having restrictions substantially similar to this Section 5.1(d)) and Amazon shall be responsible for any breach of this Section 5.1(d) (or such confidentiality agreement) by Supermajority Board Vote;any such Transferee; or (giv) by Amazon or any of its Representatives to the extent that Amazon or such Representative has been advised by its counsel that such disclosure is required to be made by it under Applicable Law or by a Governmental Entity; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that Amazon or such Representative, as the case may be, uses commercially reasonable efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Entity or as is, based on the advice of its counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Confidentiality Agreement or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal Amazon or regulatory investigation its Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company contrary, any Confidential Information that is permitted to be disclosed or used in any Company Subsidiary that would, manner pursuant to this Agreement can be so disclosed or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliatesused. Notwithstanding the foregoing, Amazon or its Representatives, as the Qualified Class A Members shall have no right to receive case may be, may only disclose Confidential Information pursuant to this Section 12.1(g5.1(d)(iv) any (A) informationif the request or requirement for such disclosure does not arise from, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) abovein connection with, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that and/or is not permitted to be disclosed under Applicable Law (including antitrust and competition laws)related to, (ii) trade secrets a breach of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawSection 5.3 hereof.

Information Rights. Subject to Exhibit D, as (a) For so long as (x) a Member owns any Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Units, the Company shall furnish afford such Member and its Representatives access during normal business hours to such Qualified Class A Member (i) the following: Company’s and its Subsidiaries’ properties, (aii) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter)corporate, a management report for such month in such form financial and with such substance as determined by the CEO but includingsimilar records, at a minimum an unaudited consolidated balance sheet reports and documents of the Company and its Subsidiaries, including all books and records and (iii) any officers and senior employees of the Company or its Subsidiaries as and provide such Member and its Representatives the opportunity to discuss the affairs, finances and accounts of the end Company with such officers and senior employees, in each case, (y) for the proper business purposes related to the Company and its Subsidiaries or in order to comply with applicable Law and (z) in such manner as to not interfere with the normal business operations of such month, together with related statements of operations, income the Company and cash flow for such month (and the current year to date);its Subsidiaries. (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter)For so long as a Member owns any Class A Units, an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of shall deliver or cause to be delivered to such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law;: (ci) as soon as available, and in any event within one hundred and twenty (120) days after the end of each Fiscal YearYear (or such longer period of time as is approved by the Board), an audited consolidated balance sheets sheet of the Company and the Company its Subsidiaries as at of the end of each such Fiscal Year and audited the related consolidated statements income statement, consolidated statement of income, cash flows and Members’ equity and consolidated statement of cash flows including all footnotes thereto for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been Year prepared in accordance with GAAP, applied on a basis consistent with prior yearsconsistently applied; and (ii) within sixty (60) days after the end of each quarterly accounting period, and fairly present in all material respects the financial condition an unaudited consolidated balance sheet of the Company and Company its Subsidiaries as of the dates thereof end of such quarterly accounting period and the results an unaudited related consolidated income statement, consolidated statement of their operations and changes in their cash flows and Members’ equity and consolidated statement of cash flows for such quarterly accounting period prepared in accordance with GAAP (excluding footnotes and normal year-end adjustments), consistently applied. (c) Each applicable Member shall (i) bear all expenses incurred in any examination requested by such Member and (ii) obtain written confidentiality agreements in customary form from any agent, employee or certified public accountant auditing or examining the periods covered thereby;books of account of the Company or its Subsidiaries pursuant to this Section 7.2. (d) Notwithstanding anything to the contrary in this Section 7.2, the Company shall not be obligated to provide any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided Member with access to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) information to the extent permitted by Applicable the Board reasonably believes that disclosure would violate applicable Law, notification (which or impair attorney-client or other legal privilege; provided that, the Company and the requesting Member shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge cooperate in good faith to permit disclosure of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary information in a manner that would, or would reasonably be expected to, does not result in such a material violation violation, breach or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawimpairment.

Information Rights. Subject (a) The Company shall provide to Exhibit Deach of the Original Stockholder and the NCP Entities, as for so long as such Person owns any of capital stock of the Company, and to each other Stockholder that owns at least ten percent (x10%) (calculated on a Class A Member (other than a holder Fully-Diluted Basis) of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event all issued and outstanding shares of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended Common Stock (each Class A Member to which clause (x) or clause (y) above appliesof the Original Stockholder and such other Stockholder, a “Qualified Class A MemberReceiving Stockholder”)): (i) as soon as available unaudited annual consolidated financial statements of the Company and its Subsidiaries, including, in each case, the Company shall furnish to notes thereto, consisting of a consolidated balance sheet at the end of such Qualified Class A Member completed fiscal year and the following: related consolidated and consolidating statements of income, retained earnings, cash flows and owners’ equity for such completed fiscal year, and (aii) as soon as available and in any event within thirty (30) calendar days after the close end of each calendar month (other than of the last calendar month of a fiscal quarter)Company, a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet financial statements of the Company and the Company its Subsidiaries consisting of a balance sheet and statements of income, retained earnings and cash flows, in each case as of the end of such the immediately preceding month, together with related statements of operations, income and cash flow for such month (and the current year to date);. (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of Each Receiving Stockholder will treat and hold confidential all information regarding the Company and its Subsidiaries received pursuant to Section 8(a) or otherwise (the “Confidential Information”), and refrain from using any of the Confidential Information except in connection with evaluating its investment in the Company Subsidiaries as or for the internal purposes of such Receiving Stockholder or its Affiliates (including, but not limited to, recordkeeping purposes). In the event that any Receiving Stockholder is requested or required pursuant to written or oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand, or similar process to disclose any such Confidential Information, such Receiving Stockholder will notify the Company promptly of the end request or requirement and cooperate with the Company to seek an appropriate protective order. To the extent, in the absence of a protective order or the receipt of a waiver hereunder, such Receiving Stockholder is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, such Receiving Stockholder may disclose the Confidential Information to the tribunal; provided, however, that such Receiving Stockholder shall use its reasonable best efforts to obtain, at the request of the Company, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed as the Company shall designate. The foregoing definition of “Confidential Information” and, therefore, the foregoing provisions, shall not apply to any information (i) that is generally available to the public immediately prior to the time of disclosure unless such information is so available due to the actions of such quarterReceiving Stockholder, together with related statements of operations(ii) that was available to such Receiving Stockholder prior to its disclosure pursuant hereto, income and cash flow for (iii) that becomes available to such quarter Receiving Stockholder (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied whether on a basis consistent confidential or non-confidential basis) from a Person who, to such Receiving Stockholder’s knowledge, is not prohibited by a duty to or agreement with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after subsidiary thereof from disclosing such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authorityinformation, or (iv) any other event that has been independently developed by such Receiving Stockholder or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any its authorized representatives without the use of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member wouldConfidential Information, in the reasonable judgment case of each of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), foregoing clauses (ii) trade secrets through (iv), as evidenced by written or electronic records. Notwithstanding anything to the contrary contained herein, (X) any Receiving Stockholder shall be permitted to disclose any information received by it pursuant hereto to such Receiving Stockholder’s managers, partners, directors, officers, employees, advisers, agents, stockholders and representatives (including counsel, accountants, appraisers, investment bankers, coinvestors and lenders, collectively “Representatives”) who need to know such information, (X) the NCP Entities shall be permitted to disclose any information received by it pursuant hereto to each of their partners or members and their respective Representatives, (Y) the MSEC Entities shall be permitted to disclose any information received by it pursuant hereto to each of their partners or members and their respective Representatives and (Z) the Neptune Entities shall be permitted to disclose any information received by them pursuant hereto (1) to each of the Company shareholders and Representatives of each Neptune Entity, (2) to the extent required by law or regulation, each of the shareholders of Neptune Parent, and (3) to the Representatives (other than shareholders) of Neptune Parent. Each Receiving Stockholder shall be liable for any Company Subsidiary or breach of this Section 8(b) by any similar materials or (iii) Persons to whom such Receiving Stockholder discloses any information which in accordance with the Company is not permitted immediately preceding sentence as if such Person was bound by the provisions hereof as a Receiving Stockholder. Notwithstanding anything herein to provide to a Qualified Class A Member the contrary, the provisions of this Section 8(a) shall survive the termination of this Agreement and the termination of the rights of any Stockholder hereunder pursuant to this Agreement or under Applicable LawSection 13.

Information Rights. Subject to Exhibit D, as long as (xa) a Class A Member (other than a holder During the term of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)this Agreement, the Company shall furnish prepare and provide, or cause to such Qualified Class A Member the followingbe prepared and provided, to Amazon: (ai) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by Amazon requests, the Board by Supermajority Board Votenumber of outstanding shares of Common Stock at the end of the most recent fiscal quarter calculated on both an undiluted basis and a fully diluted basis without regard to exercise or conversion prices of derivative securities; (gii) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act, all interim and annual financial statements required to be contained in a filing with the Commission on Forms 10-K and 10-Q; and (iii) if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the information set forth on Schedule 5.1(a); provided, however, that the requirements of this paragraph (a) shall be deemed to be satisfied to the extent such information is publicly filed on E▇▇▇▇ within the time periods specified above. (b) During the term of this Agreement, the Company shall consider and respond in good faith to reasonable requests for information, to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and its subsidiaries from Amazon in its capacity as a stockholder of the Company. Without limiting the generality of the foregoing, the Company and its subsidiaries shall not be required to provide any such information if (i) the Company determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the request and the facts and circumstances at such time) other than to a de minimis extent or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person in effect on the date of this Agreement or (C) would, based on the written advice of the Company’s outside legal counsel, violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with Amazon, to develop and implement reasonable alternative arrangements to provide Amazon (and its Representatives) with the intended benefits of this Section 5.1. (c) In furtherance and not in limitation of the foregoing, during the term of this Agreement, the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Amazon, or to assist Amazon with preparing (at the expense of Amazon), in a reasonably timely fashion following a request by Amazon any (i) financial information or other data relating to the Company and its subsidiaries and (ii) any other relevant information or data, in each case to the extent necessary, as reasonably determined in good faith by Amazon for Amazon to (x) comply with GAAP or to comply with its reporting, filing, accounting or other obligations under Applicable Law or (y) apply the equity method of accounting, in the event Amazon is required to account for its investment in the Company under the equity method of accounting under GAAP; provided, however, that any requests with respect to tax matters shall be addressed by Section 5.2 and not by this Section 5.1. The Company shall use commercially reasonable efforts to cause its and its subsidiaries’ Representatives to cooperate in good faith with Amazon in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Amazon or its Affiliates disclose (including by reflecting such information on their financial statements) any financial information or other financial data provided to Amazon pursuant to this Section 5.1 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 5.1(d)(i), Section 5.1(d)(ii) or Section 5.1(d)(iv). Amazon shall promptly, upon request by the Company, reimburse the Company for all reasonable documented out of pocket costs and expenses incurred by the Company or any of its subsidiaries in connection with any actions taken by the Company or any of its subsidiaries pursuant to this Section 5.1(c). (d) In furtherance of and not in limitation of any other similar agreement Amazon or any of its Representatives may have with the Company or its subsidiaries, Amazon hereby agrees that all Confidential Information in its possession obtained pursuant to this Section 5.1 with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on its financial statements) or used by it in any manner whatsoever, except as permitted by this Section 5.1(d). For the avoidance of doubt, any confidential information received by either party in connection with the Master Services Agreement shall be governed by the terms of the Master Services Agreement and any confidential information received by either party in connection with the Hydrogen Agreement shall be governed by the terms of the Hydrogen Agreement. Any Confidential Information may be disclosed or used: (i) by Amazon (x) to any of its Affiliates or (y) to its or its Affiliate’s respective directors, managers, officers, employees and authorized Representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (x) and (y), collectively, for purposes of this Section 5.1(d) and the definition of Confidential Information, “Representatives” of Amazon), in each case, solely if and to the extent any such Person needs to be provided such Confidential Information to assist Amazon or its Affiliates in (A) evaluating or reviewing its existing investment, or, with respect to the exercise of the Warrant, its prospective investment, in the Company, including in connection with the disposition thereof or voting shares of Common Stock or (B) evaluating, making or submitting, or otherwise taking any action in furtherance of, an Acquisition Proposal permitted by Section 5.3. Each Representative shall be deemed to be bound by the provisions of this Section 5.1(d) and Amazon shall be responsible for any breach of this Section 5.1(d) (or such other agreement or obligation, as applicable) by any of its Representatives; (ii) by Amazon or any of its Representatives to the extent the Company consents in writing; (iii) by Amazon or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, that such Transferee agrees to be bound by the provisions of this Section 5.1(d) (or a confidentiality agreement having restrictions substantially similar to this Section 5.1(d)) and Amazon shall be responsible for any breach of this Section 5.1(d) (or such confidentiality agreement) by any such Transferee; or (iv) by Amazon or any of its Representatives to the extent that Amazon or such Representative has been advised by its counsel that such disclosure is required to be made by it under Applicable Law or by a Governmental Entity; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that Amazon or such Representative, as the case may be, uses commercially reasonable efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Entity or as is, based on the advice of its counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Confidentiality Agreement or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal Amazon or regulatory investigation its Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company contrary, any Confidential Information that is permitted to be disclosed or used in any Company Subsidiary that would, manner pursuant to this Agreement can be so disclosed or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliatesused. Notwithstanding the foregoing, Amazon or its Representatives, as the Qualified Class A Members shall have no right to receive case may be, may only disclose Confidential Information pursuant to this Section 12.1(g5.1(d)(iv) any (A) informationif the request or requirement for such disclosure does not arise from, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) abovein connection with, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that and/or is not permitted to be disclosed under Applicable Law (including antitrust and competition laws)related to, (ii) trade secrets a breach of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawSection 5.3 hereof.

Information Rights. Subject to Exhibit D, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant Prior to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit splitIPO, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and Z▇▇▇▇▇▇▇▇ shall deliver to the Company Subsidiaries as of the end of such monthPurchaser and to Yoav, together with related statements of operations, income and cash flow for such month (and the current year to date); (bi) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) 60 days after the end of each Fiscal Yearfiscal year, audited a consolidated balance sheets sheet of the Company and the Company Subsidiaries company, as at the end of such fiscal year, and a consolidated statement of income and a statement of cash flows of the company, for such year, all prepared in accordance with GAAP and setting forth in each case in comparative form the figures for the previous fiscal year and to the company's operating plan then in effect and approved by its Board of Directors, all in reasonable detail. Such financial statements each shall be accompanied by a report and opinion thereon by the independent public accountants of the Company and of Z▇▇▇▇▇▇▇▇, respectively, (the "Accountants"), (ii) within 45 days from the end of each quarter, a consolidated balance sheet of the company, as of the end of each such Fiscal Year quarterly period, and audited consolidated statements of income, income and cash flows and Members’ equity of the company for such Fiscal Yearperiod and for the current fiscal year to date, prepared in each case accordance with GAAP and setting forth in comparative form the figures for the corresponding periods of the previous Fiscal Yearfiscal year and to the company's operating plan then in effect and approved by its Board of Directors, accompanied subject to changes resulting from normal year-end audit adjustments, all in reasonable detail and reviewed by the certification Accountants; and (iii) monthly management reports (in a form mutually agreed) and unaudited monthly financial statements within 30 days from the end of independent certified public accountants of recognized national standing selected by the Boardeach month, certifying and (iv) an annual budget, within 30 days prior to the effect that, except as set forth therein, such financial statements have been prepared in accordance with end of each fiscal year. For the Purpose of this Section GAAP shall mean Israeli GAAP and adjustment to US GAAP, applied on a basis consistent provided that the Purchaser shall pay for the expenses associated with prior yearsthe adjustment to US GAAP. Notwithstanding anything herein, and fairly present in all material respects the financial condition each of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) Z▇▇▇▇▇▇▇▇ shall deliver to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) Purchaser any information which the Company Purchaser is not permitted required to provide to a Qualified Class A Member file pursuant to this Agreement Israeli and USA securities laws or under Applicable Lawany request of the securities authorities in these jurisdictions. Such delivery by each of the Company and Z▇▇▇▇▇▇▇▇ shall be made at least 14 days before the date on which the Purchaser is required to file such information, provided that each of the Company and Z▇▇▇▇▇▇▇▇ has such information and provided further that the Purchaser has notified each of the Company and Z▇▇▇▇▇▇▇▇ in due time on such requests.

Information Rights. Subject In the event that Purchaser acquires beneficial ownership of fifteen percent (15%) or more of the aggregate number of issued and outstanding shares of Common Stock as measured on a Fully-Diluted basis, then, upon Purchaser’s request, Company and its Subsidiaries will prepare and provide, or cause to Exhibit Dbe prepared and provided, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in to Purchaser, within the time periods applicable to the Company received pursuant to an equity incentive plan under Section 13(a) or 15(d) of the Exchange Act (including or if the Incentive Plan)) holds 2,500,000 Class A Units (Company is at any time not subject to adjustment in Section 13(a) or 15(d) under the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject toExchange Act, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member time periods that would be applicable to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish if it were so subject) all quarterly and annual financial statements required to such Qualified Class A Member be contained in a filing with the following: (a) SEC on Forms 10-Q and 10-K; and, within thirty (30) calendar days after the close end of each calendar month (other than the last calendar month of a monthly accounting period in each fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company its Subsidiaries as at the end of each such Fiscal Year monthly period, and audited the unaudited consolidated statements of incomeoperations of the Company and its Subsidiaries for each such monthly period and for the current fiscal year to date. The Company will consider and respond in good faith to reasonable requests for additional information, cash flows to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and Members’ equity for its Subsidiaries (to the extent such Fiscal Yearrequests are made by Purchaser in its capacity as a stockholder of the Company), provided that the Company and its Subsidiaries will not be required to provide any such additional information pursuant to this sentence if providing such information would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection (in which case the Company will cooperate in good faith with Purchaser to develop and implement reasonable alternative arrangements to provide Purchaser and its Representatives with the intended benefits of this sentence). In furtherance and not in limitation of the foregoing, until the Purchaser Rights Termination Event, the Company and its Subsidiaries will use its commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Purchaser, in a reasonably timely fashion upon reasonable prior request by Purchaser, any (A) financial information or other data relating to the Company and its Subsidiaries and (B) any other relevant information or data, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted necessary, as reasonably determined in good faith by Applicable LawPurchaser, notification for Purchaser or its Affiliates to (which shall be delivered reasonably promptly after an Officer receives written notice x) comply with GAAP or otherwise has actual knowledge to comply with its reporting, filing, tax, accounting or other obligations pursuant to Requirements of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by (y) apply the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach equity method of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member wouldaccounting, in the reasonable judgment of the Board, result event Purchaser or its Affiliates is required to account for its investment in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company under the equity method of accounting under GAAP and agrees to use its commercially reasonable efforts to cause its and its Subsidiaries’ Representatives to cooperate in good faith with Purchaser or any Company Subsidiary or any similar materials; (h) without limiting its applicable Affiliates in connection with the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawforegoing.

Information Rights. Subject to Exhibit D, as 3.1.1 So long as (x) a Class A Member (other than a holder the Holder holds this Warrant and/or any of Class B Units or other equity interests in the Shares and Company received has not furnished to Holder and/or filed the same pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Section 3.1.2, the Company shall furnish deliver to such Qualified Class A Member the following: Holder (a) within thirty (30) calendar days promptly after mailing, copies of all communications, information and/or communiqués to the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet shareholders of the Company and the Company Subsidiaries as of the end of such monthCompany, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty eighty (120180) days after the end of each Fiscal Yearfiscal year of the Company, the annual audited consolidated balance sheets financial statements of the Company certified by independent public accountants of recognized standing and the Company Subsidiaries as at (c) within forty-five (45) days after the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as first three quarters of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any reporteach fiscal year, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptlyquarterly, unaudited financial statements. In addition, and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause the foregoing, so long as the Holder holds this Warrant and/or any of the Shares, the Company shall afford to the Holder the same access to information concerning the Company and its business and financial condition as would be afforded to a holder of the class of Shares under applicable state law and/or any agreement with any holder of the class of Shares. Non-compliance with the foregoing shall not constitute a breach of this Warrant provided that the Company complies within a ten (g10) abovebusiness day cure period. 3.1.2 The Company shall deliver to Holder, prompt notice in the event that the Company becomes subject to the reporting requirements under the Securities Exchange Act (“SEC”) of 1934, within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by the Company with the SEC or similarly acting governmental agency, any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Company posts such documents, or provides a link thereto, on the Company’s website on the Internet at the Company’s website address; provided, however, the Company shall promptly notify Holder in writing (which may be by electronic mail) of the posting of any event or occurrence with respect such documents. As to any information contained in the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive materials furnished pursuant to this Section 12.1(i) any (i) information3.1.2, materialthe Company shall not be required separately to furnish such information under Sections 3.1.1(b)-(c), data or documents but the provision of which to such Qualified Class A Member would, foregoing shall not be in the reasonable judgment derogation of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets obligation of the Company or any Company Subsidiary or any similar to furnish the information and materials or (iiidescribed in such Sections 3.1.1(b)-(c) any information which at the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawtimes specified therein.

Information Rights. Subject to Exhibit D, as (a) For so long as a Stockholder either (x) is a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), Designating Stockholder or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, provided a “Qualified Class A Member”)written request, the Company shall furnish will deliver, or will cause to be delivered, the following to such Qualified Class A Member Stockholder (unless such Stockholder has informed the followingCompany that it does not wish to receive any such information); provided that the Company shall not be required to separately deliver to any Stockholder any information that is publicly filed or furnished with the SEC: (ai) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited audited consolidated balance sheet annual financial reports of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited its consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been subsidiaries prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects which shall be provided no later than the date upon which the Form 10-K for the Company is due for such fiscal year; (ii) unaudited consolidated quarterly financial condition reports of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes its consolidated subsidiaries prepared in their cash flows and Members’ equity accordance with GAAP for the periods covered therebyfirst three fiscal quarters of each year, which shall be provided no later than the date upon which the Form 10-Q for the Company is due for such fiscal quarter; (diii) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt unaudited monthly summary profit and loss reports of the initiation Company and its consolidated subsidiaries, prepared on a consolidated basis for QVC Group taken as a whole (and not on a segment, business unit, brand or settlement ofother more granular basis); provided that such reports will only be provided to a Stockholder that has requested that such reports be provided; provided, or material developments infurther, any action or proceeding involving that (x) with respect to each of the Company or any Company Subsidiary; (f) first two months of each fiscal quarter, such report shall be provided within 30 days after the Company’s Annual Budget promptlyend of the applicable month, and in any event within ten (10y) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the third month of each fiscal quarter, the quarterly financial report delivered pursuant to Section 6.01(a)(ii) for such fiscal quarter shall satisfy the requirements of this clause (iii), and no separate monthly report shall be required with respect to such month; provided, further, that the Company shall not be required to have any such report certified, reviewed or approved by the Company’s Chief Financial Officer or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach other officer of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or the Company; (iv) annual budgets of the Company; and (v) during the period until and including the date that is the third anniversary of the Effective Date, such other information regarding the Company as the Stockholder may reasonably request in connection with its ownership of Company Shares, in each case solely to the extent such information (x) is readily available to the Company in the ordinary course of its business and (y) does not require the Company to prepare any new report, analysis or compilation, or to have any information certified, reviewed or approved by the Company’s Chief Financial Officer or any other event or occurrence with respect officer of the Company; provided that the Company shall not be required to provide the Stockholder any such information to the extent the Company or any Company Subsidiary determines in good faith that providing such information (A) would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any loss of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal attorney-client privilege or that is not permitted to be disclosed under Applicable Law or disclosure of trade secrets, (B) trade secrets breach any confidentiality obligation owed to a third party or (C) require the diversion of management or finance personnel from the Company’s financial closing, reporting or audit processes, including during the period immediately preceding the end of any fiscal quarter or fiscal year; provided, further, that the Company and the Stockholder shall work in good faith on alternative means of providing such information without resulting in any of the Company or any Company Subsidiary or any similar materials;foregoing consequences. (hb) without limiting Each Stockholder shall have the generality of clause (g) aboveright, prompt notice of at any event or occurrence with respect time and from time to time, to elect by delivering to the Company or a written statement (a “Delivery Direction”) not to receive any information required to be delivered pursuant to Section 6.01(a) of this Agreement that the Company Subsidiary that reasonably expects would or could reasonably be expected to result in adverse legal or regulatory consequences for the Stockholder acquiring material non-public information. In the case of a Delivery Direction, the Company shall not be required to, and shall not, deliver any such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class Stockholder. A Member wouldDelivery Direction may state a date on which it expires or, if no such date is specified, shall remain in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of effect indefinitely. A Stockholder who previously has given the Company a Delivery Direction may revoke or amend such Delivery Direction at any Company Subsidiary time, and there shall be no limit on the ability of a Stockholder to issue, amend or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable Lawrevoke subsequent Delivery Directions.

Information Rights. Subject to Exhibit D(a) For the avoidance of doubt, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit splitApplicable Law, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject prior to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)Walgreens Investor Rights Termination Event, the Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to each Walgreens Director (in his or her capacity as such) any materials or other information prepared for or given to any other member of the Board (excluding any such materials or other information prepared for and given to solely the Chief Executive Officer and no other member of the Board), as and when prepared for or given to any such other member, or any other materials or other information relating to the management, operations and finances of the Company and its Subsidiaries as and when generally provided to directors of the Company or as and when reasonably requested by such Walgreens Director (in his or her capacity as such). Each Walgreens Director shall furnish be bound by and subject to such Qualified Class A Member the followingsame confidentiality obligations as each other director of the Company. (b) During the Walgreens Investor Rights Period: (aA) The Company and its Subsidiaries will prepare and provide, or cause to be prepared and provided, to Walgreens and/or Alliance Boots: First: within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act (or if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the time periods that would be applicable to the Company if it were so subject) all quarterly and annual financial statements required to be contained in a filing with the Commission on Forms 10-Q and 10-K; and Second: within thirty (30) calendar days after the close end of each calendar month (other than the last calendar month of a monthly accounting period in each fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, audited consolidated balance sheets of the Company and the Company its Subsidiaries as at the end of each such Fiscal Year monthly period, and audited the unaudited consolidated statements of incomeoperations of the Company and its Subsidiaries for each such monthly period and for the current fiscal year to date. (B) The Company will consider and respond in good faith to reasonable requests for information, cash flows to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and Members’ equity its Subsidiaries from Walgreens and/or Alliance Boots (to the extent such requests are made in its respective capacity as a stockholder of the Company and to the extent such requests are made by the Chief Executive Officer (or in the case of Alliance Boots, its Executive Chairman), Chief Financial Officer or Controller of Walgreens or Alliance Boots, as applicable), it being understood that the Company shall have discretion as to (1) whether or not to provide, in whole or in part, any such requested information and (2) whether or not to impose restrictions on Walgreens or Alliance Boots, as applicable, with respect to the types or categories of Representatives to whom such information may be disclosed (including, for example, requiring that any such Fiscal Yearinformation only be disclosed to corporate staff of Walgreens or Alliance Boots, as applicable, and not to employees with operational responsibility), in each case setting forth in comparative form light of the figures for nature of the previous Fiscal Yearrequest and the facts and circumstances at the time. Without limiting the generality of the foregoing, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and its Subsidiaries will not be required to provide any such information if (i) the Company Subsidiaries as determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the dates thereof request and the results facts and circumstances at such time) or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person or (C) would violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with Walgreens and/or Alliance Boots, as applicable, to develop and implement reasonable alternative arrangements to provide Walgreens and Alliance Boots (and their operations respective representatives) with the intended benefits of this Section 1.6. (c) In furtherance and changes not in limitation of the foregoing, during the Walgreens Investor Rights Period, the Company and its Subsidiaries will use its commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Walgreens and/or Alliance Boots, as applicable, or to assist Walgreens and/or Alliance Boots with preparing (at the expense of Walgreens and/or Alliance Boots, as applicable), in a reasonably timely fashion upon reasonable prior request by Walgreens or Alliance Boots, as the case may be, any (A) financial information (including those described in clauses (A)-(B) of Section 1.6(b)(A)) or other data relating to the Company and its Subsidiaries and (B) any other relevant information or data, in each case to the extent necessary, as reasonably determined in good faith by Walgreens or Alliance Boots, as the case may be, for Walgreens or Alliance Boots, as the case may be, to (x) comply with GAAP or IFRS, as applicable, or to comply with its reporting, filing, tax, accounting or other obligations under Applicable Law or (y) apply the equity method of accounting, in the event Walgreens and/or Alliance Boots, is required to account for its investment in the Company under the equity method of accounting under GAAP or IFRS, as applicable, and agrees to use its reasonable best efforts to cause its and its Subsidiaries’ Representatives to cooperate in good faith with such Investor in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event will Walgreens or Alliance Boots or their cash flows respective Affiliates disclose (including by reflecting such information on their financial statements) any financial information or other financial data provided to Walgreens or Alliance Boots pursuant to this Section 1.6 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 1.6(d)(i) or Section 1.6(d)(iv) (solely to the extent required by subpoena, order or other compulsory legal process). Walgreens and Members’ equity Alliance Boots shall promptly, upon request by the Company, reimburse the Company for all reasonable out of pocket costs and expenses incurred by the periods covered thereby;Company or any of its Subsidiaries in connection with any actions taken by the Company or any of its Subsidiaries pursuant to this Section 1.6(c). (d) In furtherance of and not in limitation of any reportother similar agreement such party or any of its Representatives may have with the Company or its Subsidiaries, presentationeach of the Investors hereby agrees that all Confidential Information with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on their financial statements) by it in any manner whatsoever, management-prepared updateexcept as permitted by this Section 1.6(d). Any Confidential Information may be disclosed: (A) by an Investor (x) to each other Investor, or other information of general applicability to all Members that is provided (y) to any Memberof its Affiliates and (z) to such Investor’s or such Affiliate’s respective directors, managers, officers, employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (y) and (z)), collectively, for purposes of this Section 1.6(d) and the definition of Confidential Information, “Representatives” of such Investor), in the case of clause (y) and clause (z), solely if and to the extent any such Person needs to be provided such Confidential Information to assist such Investor or its Affiliates in evaluating or reviewing its existing or prospective direct or indirect investment in the Company, including in connection with the disposition thereof. Each Representative of an Investor shall be deemed to be bound by the provisions of this Section 1.6(d) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such other agreement or obligation, as applicable) by any of its Representatives; (eB) prompt reports by an Investor or any of its Representatives to the initiation or settlement of, or material developments in, any action or proceeding involving extent the Company or any Company Subsidiaryconsents in writing; (fC) by an Investor or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, that such Transferee agrees to be bound by the Company’s Annual Budget promptlyprovisions of this Section 1.6(d) (or a confidentiality agreement having restrictions substantially similar to this Section 1.6(d)) and such Investor shall be responsible for any breach of this Section 1.6(d) (or such confidentiality agreement) by any such Transferee; and (D) by any Investor or any of its Representatives to the extent that such Investor or Representative has been advised by its outside counsel that such disclosure is required to be made by such Investor or Representative under Applicable Law or by a Governmental Authority, including as (and to the extent) may be required by Applicable Law or by a Governmental Authority in furtherance of any action taken by such Person not in contravention of the terms of Section 2.2(b)(ii), and in any event within ten (10) calendar days after case such Annual Budget Investor or Representative is approved by not otherwise in material breach of Section 2.2 of this Agreement; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the Board by Supermajority Board Vote; (g) confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that such disclosing Investor or Representative, as the case may be, uses reasonable best efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Authority or as is, based on the advice of its outside counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Alliance Boots Confidentiality Agreement, the Walgreens Confidentiality Agreement, or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal the Investors or regulatory investigation their Respective Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company or contrary, any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or Confidential Information that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or used in any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive manner pursuant to this Section 12.1(i) Agreement can be so disclosed or used. Respective Affiliates or Representatives, to the contrary, any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or Confidential Information that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of the Company or used in any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member manner pursuant to this Agreement can be so disclosed or under Applicable Lawused.

Information Rights. Subject to Exhibit D, as long as (x) a Class A Member (other than a holder of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”), the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after The Company shall provide the close of each calendar month (other than following information and materials to the last calendar month of a fiscal quarter), a management report for such month Investors in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date);following manner: (b1) within thirty ninety (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (12090) days after the end of each Fiscal Yearyear, audited consolidated balance sheets to provide annual financial statements of the Company and the Company Subsidiaries as at the end of each such Fiscal Year and its subsidiaries (if any) audited consolidated statements of income, cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying an auditing firm acceptable to the effect that, except as set forth therein, such financial statements have been prepared Investors in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of PRC accounting standards as well as the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered therebyauditor’s report; (d2) any report, presentation, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company or any Company Subsidiary; (f) the Company’s Annual Budget promptly, and in any event within ten (10) calendar days after such Annual Budget is the end of each quarter, to provide unaudited quarterly financial reports of the Company and its subsidiaries (if any) prepared in accordance with the PRC accounting standards, and any quarterly budgets, capital expenditure plans, loan facilities and business plans (if any); 3) within five (5) days after the end of each month, to provide unaudited financial reports of the Company and its subsidiaries (if any) prepared in accordance with the PRC accounting standards, and any monthly budgets, capital expenditure plans, loan facilities and business plans (if any); 4) at least thirty (30) days prior to each new fiscal year, to provide annual budget plan, capital expenditure plan, loan facilities and annual business plan approved by the Board (including the approval of the directors appointed by Supermajority Board Votethe Investors); (g5) to the extent permitted by Applicable Law, notification (which shall be delivered such other information as reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence shareholders with respect to the operation and financial affairs of the Company. If the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach is aware of any Applicable Law information which may have a Material Adverse Effect on its Business, operation, financial condition or internal compliance policy or require reporting to a Governmental Authoritydevelopment prospects, or it shall inform the shareholders within two (iv2) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any days of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment becoming aware of the Board, result in a waiver of any applicable legal privilege or same. (b) To the extent that is not permitted to be disclosed under Applicable Law or (B) trade secrets normal business operations of the Company or any Company Subsidiary or any similar materials; (h) without limiting will not be disturbed, the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets shareholders of the Company shall be afforded access during normal business hours upon prior notice to the business records, accounting records, books and financial reports for the current month, quarter or year, basic materials, archives and documents as well as business premises, including but not limited to any Company Subsidiary or any similar materials or (iii) any information which financial books and records of the Company is not permitted and its branches. The Investors shall have the right to engage a third party to conduct, at the Investors’ costs and expenses, a financial audit over the Company at any time, and the Company’s Existing Shareholders and the Company shall provide active assistance in connection therewith and furnish necessary facilities and documents so as to a Qualified Class A Member pursuant enable the Investors to this Agreement or under Applicable Lawcomplete such audit and investigation work.

Information Rights. Subject to Exhibit D(a) During the Standstill Period, as long as (x) a Class A Member (other than a holder of Class B Units upon the written request from any Chicago Investor or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)its Representatives, the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as availableshall, and shall cause its Subsidiaries to, provide such Chicago Investor, in any event addition to other information that might be reasonably requested by such Chicago Investor from time to time, (i) regularly prepared quarter-end reports, to be provided within one hundred twenty (120) such number of days after the end of each Fiscal Yearquarter as required to comply with SEC requirements (provided, audited consolidated balance sheets that this clause (i) shall be deemed to be satisfied if a 10-K or 10-Q covering such quarter is filed by the Company within the time period required by the Exchange Act), (ii) information with respect to the status of the integration of Washington and its Subsidiaries into the Company’s operations following the Closing, (iii) reasonable access to (x) the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, (y) the Company’s Chairman of the Board and Chair of the Audit Committee of the Board to the extent appropriate depending on the topic of the inquiry from any Chicago Investor or its Representatives, and (z) such other appropriate members of management and directors of the Company, in each case at such reasonable times and upon reasonable prior notice as may be requested by the Chicago Investors for consultation with respect to matters relating to the business, financial statements and affairs of the Company and its Subsidiaries, and (iv) to the Company Subsidiaries as at extent otherwise prepared by the end of each such Fiscal Year Company, operating and audited consolidated statements of incomecapital expenditure budgets, transaction volume and trends by segment, and periodic information packages relating to the operations and cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any reportits Subsidiaries, presentationprovided, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company shall not be obligated to disclose information or any Company Subsidiary; (f) the Company’s Annual Budget promptly, provide access that it reasonably and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) good faith considers to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) informationviolate the contractual rights of its customers in any material respect, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) be a trade secrets of secret or competitively sensitive information, (C) jeopardize the attorney-client privilege, attorney work product protection or other legal privilege if disclosed (in which case the Company shall use its commercially reasonable effort to provide information to the maximum extent possible without jeopardizing such privilege) or any Company Subsidiary or any similar materials;(D) violate Applicable Law. (hb) without limiting The Company acknowledges that the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member Chicago Investors may from time to time reasonably requestnot wish to receive material non-public information with respect to the Company, its Affiliates or their securities (such information, the “MNPI Information”). Notwithstanding anything contained herein, the Company shall not provide MNPI Information to the Chicago Investors if, and for such time, as the Chicago Investors have expressly notified the Company in writing that the Chicago Investors do not want to receive such information (such notice, the “MNPI Notice”); provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) that, any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is MNPI Information not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of furnished by the Company or any Company Subsidiary or any similar materials or (iii) any information which due to an MNPI Notice shall be promptly provided to the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawChicago Investors upon their written request.

Information Rights. Subject to Exhibit D(a) During the Standstill Period, as long as (x) a Class A Member (other than a holder of Class B Units upon the written request from any Chicago Investor or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)its Representatives, the Company shall furnish to such Qualified Class A Member the following: (a) within thirty (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as availableshall, and shall cause its Subsidiaries to, provide such Chicago Investor, in any event addition to other information that might be reasonably requested by such Chicago Investor from time to time, (i) regularly prepared quarter-end reports, to be provided within one hundred twenty (120) such number of days after the end of each Fiscal Yearquarter as required to comply with SEC requirements (provided, audited consolidated balance sheets that this clause (i) shall be deemed to be satisfied if a 10-K or 10-Q covering such quarter is filed by the Company within the time period required by the Exchange Act), (ii) information with respect to the status of the integration of Washington and its Subsidiaries into the Company’s operations following the Closing, (iii) reasonable access to (x) the Company’s Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, (y) the Company’s Chairman of the Board and Chair of the Audit Committee of the Board to the extent appropriate depending on the topic of the inquiry from any Chicago Investor or its Representatives, and (z) such other appropriate members of management and directors of the Company, in each case at such reasonable times and upon reasonable prior notice as may be requested by the Chicago Investors for consultation with respect to matters relating to the business, financial statements and affairs of the Company and its Subsidiaries, and (iv) to the Company Subsidiaries as at extent otherwise prepared by the end of each such Fiscal Year Company, operating and audited consolidated statements of incomecapital expenditure budgets, transaction volume and trends by segment, and periodic information packages relating to the operations and cash flows and Members’ equity for such Fiscal Year, in each case setting forth in comparative form the figures for the previous Fiscal Year, accompanied by the certification of independent certified public accountants of recognized national standing selected by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared in accordance with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of the Company and Company Subsidiaries as of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby; (d) any reportits Subsidiaries, presentationprovided, management-prepared update, or other information of general applicability to all Members that is provided to any Member; (e) prompt reports of the initiation or settlement of, or material developments in, any action or proceeding involving the Company shall not be obligated to disclose information or any Company Subsidiary; (f) the Company’s Annual Budget promptly, provide access that it reasonably and in any event within ten (10) calendar days after such Annual Budget is approved by the Board by Supermajority Board Vote; (g) good faith considers to the extent permitted by Applicable Law, notification (which shall be delivered reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy by the Company or any Company Subsidiary, (ii) any criminal or regulatory investigation or proceeding against the Company or any Company Subsidiary, (iii) any event or occurrence with respect to the Company or any Company Subsidiary that would, or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliates. Notwithstanding the foregoing, the Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(g) any (A) informationviolate the contractual rights of its customers in any material respect, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) be a trade secrets of secret or competitively sensitive information, (C) jeopardize the attorney- client privilege, attorney work product protection or other legal privilege if disclosed (in which case the Company shall use its commercially reasonable effort to provide information to the maximum extent possible without jeopardizing such privilege) or any Company Subsidiary or any similar materials;(D) violate Applicable Law. (hb) without limiting The Company acknowledges that the generality of clause (g) above, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member Chicago Investors may from time to time reasonably requestnot wish to receive material non-public information with respect to the Company, its Affiliates or their securities (such information, the “MNPI Information”). Notwithstanding anything contained herein, the Company shall not provide MNPI Information to the Chicago Investors if, and for such time, as the Chicago Investors have expressly notified the Company in writing that the Chicago Investors do not want to receive such information (such notice, the “MNPI Notice”); provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) that, any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is MNPI Information not permitted to be disclosed under Applicable Law (including antitrust and competition laws), (ii) trade secrets of furnished by the Company or any Company Subsidiary or any similar materials or (iii) any information which due to an MNPI Notice shall be promptly provided to the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawChicago Investors upon their written request.

Information Rights. Subject to Exhibit D, as long as (xa) a Class A Member (other than a holder During the term of Class B Units or other equity interests in the Company received pursuant to an equity incentive plan (including the Incentive Plan)) holds 2,500,000 Class A Units (subject to adjustment in the event of any Unit split, Unit combination, reorganization, reclassification, recapitalization or the like), or (y) notwithstanding the provisions of clause (x), is subject to or has an Affiliate subject to, the BHCA or the Home Owners’ Loan Act of 1933, as amended (each Class A Member to which clause (x) or clause (y) above applies, a “Qualified Class A Member”)this Agreement, the Company shall furnish prepare and provide, or cause to such Qualified Class A Member the followingbe prepared and provided, to Walmart: (ai) within thirty ten (30) calendar days after the close of each calendar month (other than the last calendar month of a fiscal quarter), a management report for such month in such form and with such substance as determined by the CEO but including, at a minimum an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such month, together with related statements of operations, income and cash flow for such month (and the current year to date); (b) within thirty (30) calendar days after the close of each fiscal quarter (other than the fourth quarter), an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of the end of such quarter, together with related statements of operations, income and cash flow for such quarter (and the current year to date) and a management report for such quarter (and the current year to date) in such form and with such substance as determined by the CEO together with a statement showing all amounts credited and debited to each Member’s Capital Account and each Member’s distributive share, for federal income tax purposes, of income, gains, deductions, losses and credits (or items thereof) arising out of Company operations, as required by Applicable Law; (c) as soon as available, and in any event within one hundred twenty (12010) days after the end of each Fiscal Year, audited consolidated balance sheets fiscal quarter the number of the Company and the Company Subsidiaries as outstanding shares of Common Stock at the end of each such Fiscal Year fiscal quarter calculated on both an undiluted basis and audited consolidated a fully diluted basis without regard to exercise or conversion prices of derivative securities; (ii) within the time periods applicable to the Company under Section 13(a) or 15(d) of the Exchange Act, all interim and annual financial statements required to be contained in a filing with the Commission on Forms 10-K and 10-Q; and (iii) if the Company is at any time not subject to Section 13(a) or 15(d) under the Exchange Act, the information set forth on Schedule 5.1(a); provided, however, that the requirements of incomethis paragraph (a) shall be deemed to be satisfied to the extent such information is publicly filed on ▇▇▇▇▇ within the time periods specified above. (b) During the term of this Agreement, cash flows the Company shall consider and Members’ equity respond in good faith to reasonable requests for information, to the extent already existing or that can be prepared without excessive cost or management time, regarding the Company and its subsidiaries from Walmart in its capacity as a stockholder of the Company. Without limiting the generality of the foregoing, the Company and its subsidiaries shall not be required to provide any such Fiscal Yearinformation if (i) the Company determines that such information is competitively sensitive, (ii) the Company determines in good faith that providing such information would adversely affect the Company (taking into account the nature of the request and the facts and circumstances at such time) other than to a de minimis extent or (iii) providing such information (A) would reasonably be expected to jeopardize an attorney-client privilege or cause a loss of attorney work product protection, (B) would violate a confidentiality obligation to any person in effect on the date of this Agreement or (C) would, based on the written advice of the Company’s outside legal counsel, violate any Applicable Law; provided, that, with respect to clauses (i)-(iii), the Company uses reasonable efforts, and cooperates in good faith with Walmart, to develop and implement reasonable alternative arrangements to provide Walmart (and its Representatives) with the intended benefits of this Section 5.1. (c) In furtherance and not in limitation of the foregoing, during the term of this Agreement, the Company shall, and shall cause its subsidiaries to, use commercially reasonable efforts to prepare and provide, or to cause to be prepared and provided, including, if requested and reasonably available, in electronic data format, to Walmart, or to assist Walmart with preparing (at the expense of Walmart), in a reasonably timely fashion following a request by Walmart any (i) financial information or other data relating to the Company and its subsidiaries and (ii) any other relevant information or data, in each case setting forth to the extent necessary, as reasonably determined in comparative form good faith by Walmart for Walmart to (x) comply with GAAP or to comply with its reporting, filing, accounting or other obligations under Applicable Law or (y) apply the figures equity method of accounting, in the event Walmart is required to account for its investment in the previous Fiscal YearCompany under the equity method of accounting under GAAP; provided, accompanied however, that any requests with respect to tax matters shall be addressed by Section 5.2 and not by this Section 5.1. The Company shall use commercially reasonable efforts to cause its and its subsidiaries’ Representatives to cooperate in good faith with Walmart in connection with the foregoing; provided, however, that notwithstanding anything in this Agreement to the contrary, in no event shall Walmart or its Affiliates disclose (including by reflecting such information on their financial statements) any financial information or other financial data provided to Walmart pursuant to this Section 5.1 prior to the Company first publicly disclosing such information in its ordinary course of business, other than pursuant to the terms of Section 5.1(d)(i), Section 5.1(d)(ii) or Section 5.1(d)(iv). Walmart shall promptly, upon request by the certification Company, reimburse the Company for all reasonable documented out of independent certified public accountants of recognized national standing selected pocket costs and expenses incurred by the Board, certifying to the effect that, except as set forth therein, such financial statements have been prepared Company or any of its subsidiaries in accordance connection with GAAP, applied on a basis consistent with prior years, and fairly present in all material respects the financial condition of any actions taken by the Company and Company Subsidiaries as or any of the dates thereof and the results of their operations and changes in their cash flows and Members’ equity for the periods covered thereby;its subsidiaries pursuant to this Section 5.1(c). (d) In furtherance of and not in limitation of any reportother similar agreement Walmart or any of its Representatives may have with the Company or its subsidiaries, presentationWalmart hereby agrees that all Confidential Information in its possession obtained pursuant to this Section 5.1 with respect to the Company shall be kept confidential by it and shall not be disclosed (including by reflecting such information on its financial statements) or used by it in any manner whatsoever, management-prepared updateexcept as permitted by this Section 5.1(d). For the avoidance of doubt, any confidential information received by either party in connection with the Power Purchase Agreement shall be governed by the terms of the Power Purchase Agreement. Any Confidential Information may be disclosed or used: (i) by Walmart (x) to any of its Affiliates or (y) to its or its Affiliate’s respective directors, managers, officers, employees and authorized Representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) (each of the Persons described in clauses (x) and (y), collectively, for purposes of this Section 5.1(d) and the definition of Confidential Information, “Representatives” of Walmart), in each case, solely if and to the extent any such Person needs to be provided such Confidential Information to assist Walmart or its Affiliates in (A) evaluating or reviewing its existing investment, or, with respect to the exercise of the Warrant, its prospective investment, in the Company, including in connection with the disposition thereof or voting shares of Common Stock or (B) evaluating, making or submitting, or otherwise taking any action in furtherance of, an Acquisition Proposal permitted by Section 5.3. Each Representative shall be deemed to be bound by the provisions of this Section 5.1(d) and Walmart shall be responsible for any breach of this Section 5.1(d) (or such other information agreement or obligation, as applicable) by any of general applicability to all Members that is provided to any Memberits Representatives; (eii) prompt reports by Walmart or any of its Representatives to the initiation or settlement of, or material developments in, any action or proceeding involving extent the Company or any Company Subsidiaryconsents in writing; (fiii) the Company’s Annual Budget promptlyby Walmart or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided, and in any event within ten (10) calendar days after that such Annual Budget is approved Transferee agrees to be bound by the Board provisions of this Section 5.1(d) (or a confidentiality agreement having restrictions substantially similar to this Section 5.1(d)) and Walmart shall be responsible for any breach of this Section 5.1(d) (or such confidentiality agreement) by Supermajority Board Vote;any such Transferee; or (giv) by Walmart or any of its Representatives to the extent that Walmart or such Representative has been advised by its counsel that such disclosure is required to be made by it under Applicable Law or by a Governmental Entity; provided, that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the confidentiality of the Confidential Information to the extent permitted by Applicable Law, notification (which shall be delivered including, to the extent practicable and permitted by Applicable Law, consulting with the Company regarding such disclosure and, if reasonably promptly after an Officer receives written notice or otherwise has actual knowledge of such matter) of (i) any material violation or breach of any Applicable Law or internal compliance policy requested by the Company Company, assisting the Company, at the Company’s expense, in seeking a protective order to prevent the requested disclosure; provided, further, that Walmart or such Representative, as the case may be, uses commercially reasonable efforts to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Entity or as is, based on the advice of its counsel, legally required or compelled; and provided, further, that the parties hereto expressly agree that notwithstanding anything in the Confidentiality Agreement or any Company Subsidiaryother confidentiality agreement between or among the Company, (ii) any criminal Walmart or regulatory investigation its Affiliates or proceeding against the Company or any Company SubsidiaryRepresentatives, (iii) any event or occurrence with respect to the Company contrary, any Confidential Information that is permitted to be disclosed or used in any Company Subsidiary that would, manner pursuant to this Agreement can be so disclosed or would reasonably be expected to, result in a material violation or breach of any Applicable Law or internal compliance policy or require reporting to a Governmental Authority, or (iv) any other event or occurrence with respect to Company or any Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for any Member or any of its respective Affiliatesused. Notwithstanding the foregoing, Walmart or its Representatives, as the Qualified Class A Members shall have no right to receive case may be, may only disclose Confidential Information pursuant to this Section 12.1(g5.1(d)(iv) any (A) informationif the request or requirement for such disclosure does not arise from, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that is not permitted to be disclosed under Applicable Law or (B) trade secrets of the Company or any Company Subsidiary or any similar materials; (h) without limiting the generality of clause (g) abovein connection with, prompt notice of any event or occurrence with respect to the Company or a Company Subsidiary that would or could reasonably be expected to result in adverse legal or regulatory consequences for such Qualified Class A Member or any of its Affiliates, including any action that could reasonably be expected to result in a violation of any regulation or statute administered by OFAC or of the FCPA or any other applicable anti-bribery or anti-corruption laws; and (i) with reasonable promptness, such other information and data as a Qualified Class A Member may from time to time reasonably request; provided that Qualified Class A Members shall have no right to receive pursuant to this Section 12.1(i) any (i) information, material, data or documents the provision of which to such Qualified Class A Member would, in the reasonable judgment of the Board, result in a waiver of any applicable legal privilege or that and/or is not permitted to be disclosed under Applicable Law (including antitrust and competition laws)related to, (ii) trade secrets a breach of the Company or any Company Subsidiary or any similar materials or (iii) any information which the Company is not permitted to provide to a Qualified Class A Member pursuant to this Agreement or under Applicable LawSection 5.3 hereof.