AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, dated as of , 2021 (this Agreement), between (i) AmerisourceBergen Corporation, a Delaware corporation (the Company), and (ii) Walgreens Boots Alliance, Inc., a Delaware corporation (WBA).
W I T N E S S E T H:
WHEREAS, on March 18, 2013, the Company, Walgreen Co., an Illinois corporation (Walgreens), and Alliance Boots GmbH, a private limited liability company incorporated under the laws of Switzerland (Alliance Boots), entered into a Framework Agreement (as it may be amended from time to time, the Framework Agreement) pursuant to which, among other things, the Company (i) issued on March 18, 2013 Warrant 1 and Warrant 2 (together, the Warrants) to Permitted Transferees of Walgreens and Alliance Boots and (ii) agreed with Walgreens and Alliance Boots with respect to certain rights of Walgreens and/or Alliance Boots, and/or their respective permitted designees, as applicable, to acquire the Initial Open Market Shares and the Additional Open Market Shares, subject to the terms and conditions herein and therein;
WHEREAS, on March 18, 2013, each of Walgreens, Alliance Boots and the Company entered into a Shareholders Agreement (the Prior Agreement) setting forth certain terms and conditions regarding, among other things, the Investors ownership of the Warrants, Warrant Shares, Initial Open Market Shares and/or Additional Open Market Shares, as applicable (the Warrant Shares, Initial Open Market Shares, Additional Open Market Shares and 2021 Shares (as defined below), collectively, the Shares);
WHEREAS, on March 18, 2013, Walgreens, Alliance Boots, Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company and wholly owned Subsidiary of Walgreens, Alliance Boots Luxembourg S.à r.l., a societé à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg and wholly owned Subsidiary of Alliance Boots, and WAB Holdings, LLC, a Delaware limited liability company, jointly owned, directly or indirectly, by Walgreens and Alliance Boots (the FW JV), entered into that certain Transaction Rights Agreement (the Transaction Rights Agreement), providing for certain rights and obligations of each of Walgreens and Alliance Boots with respect to the transactions contemplated herein and in the other Transaction Documents;
WHEREAS, on December 31, 2014, Walgreens and Alliance Boots assigned the Prior Agreement to WBA;
WHEREAS, on January 6, 2021, each of WBA and the Company entered into that certain Share Purchase Agreement (the SPA) pursuant to which, on the date hereof, the Company acquired from WBA the Business (as defined in the SPA) in exchange for cash consideration and 2,000,000 shares of Company Common Stock (the 2021 Shares);
WHEREAS, in connection with the closing of the transactions contemplated by the SPA and the issuance by the Company of the 2021 Shares to the Designated Seller Subsidiary (as defined in the SPA) on the date hereof, each of WBA and the Company desire to amend and restate the Prior Agreement in its entirety;