Common use of Board Composition Clause in Contracts

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board. (a) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.

Board Composition. Each Shareholder Stockholder agrees to vote vote, or cause to be voted, all of hisShares owned by such Stockholder, her or its Shares in the Company (whether now owned or hereafter acquired or over which the Shareholder may be empowered to vote)such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of shareholders stockholders at which an election of directors is held or pursuant to any written consent of the shareholdersstockholders, the following persons shall be elected to the Board.: (a) As a Preferred Director, one person designated by ▇▇▇▇▇▇ Investment Management, LLC, which individual shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. (b) As Preferred Directors, two persons designated by Novartis Bioventures Ltd., which individuals shall initially be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (c) As a Preferred Director, one person designated by Kearny Venture Partners, which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇. (d) If an Investor that (together with its Affiliates) does not purchase shares of Series C Preferred Stock at Closing 1 purchases at least $5,000,000 of Series C Preferred Stock at an Additional Closing (as defined in the Series C Purchase Agreement), such Investor may designate (i) one Preferred Director if such investment is at least $5,000,000, but less than $8,400,000 and (ii) two Preferred Directors if such investment is at least $8,400,000 (each, a “New Investor Director”); provided that the Board seats reserved for such New Investor Directors shall remain vacant unless and until such New Investor Directors are designated pursuant to the terms of this Section 1.2(d). (e) As Common Directors, two persons, one of whom shall be an independent outside director, to be designated by a majority of the Board members, and the other who shall be ▇▇▇▇▇ ▇▇▇▇; provided that the Board seat reserved for ▇▇. ▇▇▇▇ shall not be filled at any time after the date hereof on which a majority of the Board or ▇▇. ▇▇▇▇ determines that ▇▇. ▇▇▇▇ shall not serve on the Board or his earlier death or disability, and each of the Stockholders shall promptly vote their respective Shares to remove ▇▇. ▇▇▇▇ from the Board upon any such occurrence. (f) As a Common Director, the Company’s Chief Executive Officer, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as the new CEO Director. Except with respect to clauses (d) and (e) above, to the extent that any of clauses (a) through (f) above shall not be applicable, any member of the Board who would otherwise have been designated in accordance with the terms thereof shall instead be voted upon by all the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Company’s Restated Certificate. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be entitled to elect two (2) directors deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the Board (the “Ordinary Directors”)same management company with, initially to be ▇▇▇ ▇such Person, and provided that ▇▇▇▇▇▇ (汉雨生)Investment Management, CHUAI Shaokun (揣少坤)LLC, provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇. ▇▇▇▇▇▇ and all Persons for which ▇▇. ▇▇▇▇▇▇ or any of his immediate family members serves as trustee or investment advisor or any similar capacity (汉雨生and their respective Affiliates) and any account held for the benefit of any such Person shall have six (6) votes for each be Affiliates of the matters submitted to the Board one another, regardless of Directorswhether they would otherwise be deemed Affiliates hereunder.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders Shareholders at which an election of directors is held or pursuant to any written consent of the shareholdersShareholders, the following persons Persons shall be elected to the Board.: (a) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) Antfin shall be exclusively entitled to elect two appoint one (21) directors of the Board Director (the “Ordinary Antfin Director”) to serve on the Board of Directors”), who shall initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.JI Gang; (b) The Investors Tiger shall be exclusively entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: appoint one (1) director shall be designated and appointed by LYFE Director (the “LYFE Tiger Director”)) to serve on the Board of Directors, who shall initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇; (the “Sequoia Director”); c) CMC shall be exclusively entitled to appoint one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) Director (the “Evergreen CMC Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to serve on the Board of Directors, except who shall initially be ▇▇▇▇ ▇▇▇▇; (d) Joy Capital shall be exclusively entitled to appoint one (1) Director (the “Joy Director”) to serve on the Board of Directors, who shall initially be Erhai Liu (刘二海); (e) Kaiwu shall be exclusively entitled to appoint one (1) Director (the “Kaiwu Director”) to serve on the Board of Directors, who shall initially be ▇▇▇▇▇▇▇ ▇▇ (李文飚); (f) Primavera shall be exclusively entitled to appoint one (1) Director (the “Primavera Director”, together with Kaiwu Director, Antfin Director, CMC Director, Joy Director and the Tiger Director, the “Investor Directors” collectively) to serve on the Board of Directors, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇; (g) Series A-1 Investor shall be exclusively entitled to appoint one (1) Director to serve on the Board of Directors, who shall initially be ▇▇▇▇▇▇ ▇▇▇▇ (汉雨生沈博阳); and (h) The Key Holders shall be entitled to appoint two (2) directors to serve on the Board, who shall initially be ▇▇▇ ▇▇▇▇ (高靖) and ▇▇▇ ▇▇▇ (崔岩). Each Director shall have one (1) vote. In the event of a tie, ▇▇▇ ▇▇▇▇ (高靖) shall have six (6) votes for each of cast the matters submitted to the Board of Directorsdeciding vote.

Board Composition. Each Shareholder agrees to vote all of hisFrom and after the date hereof, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders Members at which an directors are to be elected, and whenever the Members act by written consent with respect to the election of directors is held Directors, each Member agrees to vote, or pursuant otherwise give such Member’s consent, in respect of all Company Equity Securities at the time owned by such Member or over which such Member has voting control, and take all other necessary actions, and the Company shall take all necessary actions within its control, in order to any written consent of the shareholders, the following persons shall be elected to the Board.cause: (a) the authorized number of directors on the Board to be fixed at eight (8); (b) subject to Section 4.1(e), the election to the Board of: (i) five (5) directors designated by SEM (the “SEM Directors”), with the initial SEM Directors being ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.▇▇▇; and (bii) The Investors shall be entitled to elect up to six three (63) directors of the Board designated by WCAS (the “Investors’ WCAS Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be with the initial WCAS Directors being D. ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (邓峰); one (1) director shall be designated ▇▇▇▇▇▇ and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event provided that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall not be designated and elected to the Board until June 2, 2015 (汉雨生) and on such date shall automatically be so designated and elected without any further action on the part of any Person being required), and prior to such date the Board shall have one (1) vacancy); all of which persons shall hold office, subject to their earlier death, resignation or removal in accordance with clause (c) below, until their respective successors shall have been elected and shall have qualified; (c) the removal from the Board (with or without cause) of any Director elected in accordance with clause (b)(i) or (b)(ii) above upon the written request of the Member that is entitled to designate such Director under clause (b)(i) or (b)(ii), as applicable, it being agreed that no Member shall vote for or consent to, and the Company shall not take any actions to effect, any other removal (with or without cause) of a Director elected pursuant to clause (b)(i) or (b)(ii) above without the written consent of the Member that is entitled to designate such Director; (d) upon any vacancy in the Board as a result of any individual designated as provided in clause (b) above ceasing to be a member of the Board, whether by death, resignation, removal or otherwise, the election to the Board as promptly as possible of an individual designated in accordance with clause (b) above; and (e) notwithstanding anything in Section 4.1(b) to the contrary, (i) on and after such time as the WCAS Members collectively own a number of Company Interests that is less than or equal to sixty six and two thirds percent (66 2/3%) of the Start Number, SEM shall have the right to designate six (6) votes for directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the matters submitted right to designate two (2) directors pursuant to Section 4.1(b)(ii) (each of which shall be a “WCAS Director” for purposes of this Agreement), (ii) on and after such time as the Board WCAS Members collectively own a number of DirectorsCompany Interests that is less than or equal to thirty three and one third percent (33 1/3%) of the Start Number, SEM shall have the right to designate seven (7) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall have the right to designate one (1) director pursuant to Section 4.1(b)(ii) (which shall be a “WCAS Director” for purposes of this Agreement) and (iii) on and after such time as the WCAS Members collectively do not own any Company Interests, SEM shall have the right to designate eight (8) directors pursuant to Section 4.1(b)(i) (each of which shall be an “SEM Director” for purposes of this Agreement) and WCAS shall no longer have the right to designate any directors pursuant to Section 4.1(b)(ii).

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, nine (9) Directors and (2) the following persons shall be elected appointed to the Board.: (ai) four (4) Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; provided that: (汉雨生)i) prior to the Qualified IPO, CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: at least one (1) director of the Non-Walgreens Directors shall be designated independent under applicable SEC and appointed by LYFE Nasdaq rules (or any other exchange or marketplace upon which the “LYFE Director”)common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (▇▇, who shall be the “Sequoia Company’s initial Lead Independent Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in prior to the event Qualified IPO, the Founders shall delegate their authority hereunder such that one of the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director Non-Walgreens Directors shall be designated and appointed by GIC, a designee of Kinnevik (who shall initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (汉雨生2) shall have six (6) votes for each of the matters submitted Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; (iii) at any time that the Founders own, in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) of whom shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, in the aggregate, at least 10% but less than 25% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to one (1) Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding Voting Unit Equivalents shall be entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by Walgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors.”), who initially shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and three (3) other individuals selected by Walgreens after the Effective Date who shall be subject to the approval of the Nominating and Corporate Governance Committee; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall be one of the Walgreens Directors, initially ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) at least three (3) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the “Independent Walgreens Directors”) (and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ shall initially be deemed to be an Independent Walgreens Director); (iii) Walgreens shall consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (v) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least 10% of the aggregate

Board Composition. Each Shareholder party hereto agrees to vote all of his, her or its Shares such Stockholder's shares of voting securities in the Company (Company, whether now owned or hereafter acquired or which the Shareholder such party may be empowered to vote, and to take such other action with respect thereto (including, without limitation, the giving of consents), from time to time and at all times, in whatever manner shall be necessary to ensure (i) the Board shall be comprised of five (5) individuals (except as contemplated by Section 7.2), and (ii) that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent all of the shareholders, following Persons shall serve from time to time as directors of the following persons shall be elected to the Board.Company: (a) L. Charles Moncla, Jr. (provided he is an executive ▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇pany or owns any shares of capital stock of the Company); (b) one (1) individual designated by the holders of a majority in interest of the Common Stock held by the Management Holders, such individual to be determined by the Management Holders following the date hereof; (c) two (2) individuals designated by the holders of a majority in interest of the shares of Common Stock purchased under the Purchase Agreement by the Investors (the “Preferred Directors”), which individuals shall initially be José Feliciano and Colin Leonard; and (d) one (▇) ▇▇▇▇▇▇▇▇▇▇ desig▇▇▇▇▇ ▇▇ ▇. ▇harles Moncla, Jr. and approved by holders of a ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇st of the Stock Units, such approval not to be unreasonably withheld, which individual shall be Richard L. Crandall, to serve for the term provi▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇'s Bylaws (汉雨生) the “5th Director”); provided however, that from and after the date that is one year following his appointment as the 5th Director, the holders of a majority in interest of the Stock Units may either re-designate the 5th Director or designate a new 5th Director which director shall be entitled subject to elect two (2) directors the consent of the remaining members of the Board (the “Ordinary Directors”which consent shall not be unreasonably withheld), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one . If a majority of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors remaining members of the Board do not approve the initial new 5th Director designated by the holders of a majority in interest of the Stock Units, such holders shall designate a second 5th Director. If the second 5th director is not approved by a majority of the remaining members of the Board, then such holders shall submit a list of four potential 5th directors (which list may include the “Investors’ Directors”) in aggregate with first two 5th Directors previously rejected by the composition determined as follows: one (1) director shall be designated and appointed by LYFE (members of the “LYFE Director”Board), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director a majority of the Company shall have one (1) vote for each remaining members of the matters submitted to Board shall select the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.5th Director from such list; and

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, thirteen (13) Directors and (2) the following persons shall be elected appointed to the Board.: (ai) four (4) Directors (each, a “Founder Director” and, collectively, the “Founder Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that: (汉雨生i) prior to an Initial Public Offering, at least one (1) of the Founder Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Founder Director (and such Founder Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be the Company’s initial “Lead Independent Director”); (ii) prior to an Initial Public Offering, the Founders shall delegate their authority hereunder such that one of the Founder Directors shall be a designee of Kinnevik (who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) and, after an Initial Public Offering, such designee shall no longer be a designee of Kinnevik and at least two (2) of the Founder Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; (iii) at any time that the Founders own, in the aggregate less than 2,332,256 Units but at least 1,554,838 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) of whom shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate less than 1,554,838 Units but at least 777,419 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, in the aggregate less than 777,419 Units but at least 310,968 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to one (1) Director; (vi) at any time that the Founders own, in the aggregate less than 310,968 Units, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding Voting Unit Equivalents held by all Non-Walgreens Members shall be entitled to elect two (2) directors of appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until an Initial Public Offering, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; (ii) seven (7) Directors appointed by ▇▇▇▇▇▇▇▇▇ (each, a “Walgreens Director” and, collectively, the “Ordinary Walgreens Directors”), who initially to shall be (x) as of the effectiveness of this Agreement and until the Closing (as defined in the Summit Merger Agreement), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ with five (汉雨生5) director vacancies, and (y) immediately as of and contingent upon the Closing (as defined in the Summit Merger Agreement), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen▇, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇, with two (汉雨生2) director vacancies; provided that: (i) the then-current Chief Executive Officer of Walgreens Parent shall have be one of the Walgreens Directors, initially ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) at least four (4) such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the “Independent Walgreens Directors”) (and ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ shall initially be deemed to be Independent Walgreens Directors); (iii) Walgreens shall consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) Walgreens shall in no event fill more than five (5) appointments unless the Chairman consents otherwise, with such unfilled Board seats considered vacant; (v) at any time that Walgreens and/or its Affiliates directly or indirectly own at least forty percent (40%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than fifty percent (50%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to six (6) votes for each Directors (four (4) of whom must be Independent Walgreens Directors); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly own at least thirty five percent (35%) of the matters submitted aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than forty percent (40%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to five (5) Directors (three (3) of whom must be Independent Walgreens Directors); (vii) at any time that Walgreens and/or its Affiliates directly or indirectly own at least thirty percent (30%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than thirty five percent (35%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (viii) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least twenty five percent (25%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than thirty percent (30%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (ix) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least twenty percent (20%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than twenty five percent (25%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to two (2) Directors (one (1) of whom must be an Independent Walgreens Director); (x) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least ten percent (10%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than twenty percent (20%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to one (1) Director; and (xi) at any time that Walgreens and/or its Affiliates directly or indirectly holds less than ten percent (10%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, Walgreens shall cease to have a right to appoint any Directors. Upon Walgreens no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(ii), the authorized number of Directors and the size of the Board shall be reduced by the number of Directors that Walgreens is no longer entitled to appoint. For purposes of calculating voting power under this Section 5.1(c)(ii), any securities issued to employees, officers, directors, consultants or advisors of the Company pursuant to, or upon the exercise or vesting, as applicable, of any options, warrants or any other equity purchase rights issued pursuant to, this Agreement and/or the Equity Incentive Plan or as otherwise approved by the Board, in each case, after the Effective Date, shall be excluded; (iii) immediately as of and contingent upon the Closing (as defined in the Summit Merger Agreement), one (1) Director appointed by the Class E-3 Preferred Majority Interest (the “Summit Director”), who initially shall be ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇; provided, that at any time that the number of Class E-3 Preferred Units issued and outstanding is less than seventy five percent (75%) of the number of Class E-3 Preferred Units issued pursuant to the Summit Transaction and cease to be owned by those issued such Class E-3 Preferred Units in the Summit Transaction, the holders of Class E-3 Preferred Units shall cease to have a right to appoint any Directors. Upon the holders of Class E-3 Preferred Units no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(iii), the authorized number of Directors and the size of the Board shall be reduced by one; and (iv) immediately as of and contingent upon the sale and issuance of the Purchased Preferred Units (as defined in the Class E and F Purchase Agreement) to Cigna under the Class E and F Purchase Agreement (the “Cigna Closing”), one (1) Director appointed by Cigna (the “Cigna Director” and, together with the Summit Director and the Founder Directors, each a “Non-Walgreens Director” and collectively, the “Non-Walgreens Directors”), who initially shall be ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇; provided, that at any time after the Cigna Closing that Cigna and/or its Affiliates directly or indirectly holds less than fifty percent (50%) of the Unit Equivalents (on a Fully Diluted Basis) held by Cigna or its Affiliates following the issuance of all Units issuable to Cigna pursuant to the Class E and Class F Purchase Agreement (as appropriately adjusted to reflect any subdivision, split-up, reverse split or other similar event), Cigna shall cease to have a right to appoint any Directors. Upon Cigna no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(iv), the authorized number of Directors and the size of the Board shall be reduced by one. For purposes of determining Unit ownership thresholds in this Section 5.1(c), all Unit thresholds shall be as appropriately adjusted to reflect any subdivision, split-up, reverse split or other similar event effected with respect to the Units. Following an Initial Public Offering, the authorized number of members of the board of managers or directors of the Company or the VMD Corporation, as applicable, shall be established and, subject to the adjustments in Schedule 5.1(c), maintained at nine (9) Directors and the managers or directors of the Company or the VMD Corporation, as applicable, shall be nominated on the same terms and conditions as the appointment rights set forth on Schedule 5.1(c), subject to the approval of the Nominating and Corporate Governance Committee. Following an Initial Public Offering, the board of managers or directors of the Company or the VMD Corporation, as applicable, shall recommend such nominees, the Company or the VMD Corporation, as applicable, shall solicit proxies for such nominees and Walgreens, Founders, Cigna and the holders of Class E-3 Preferred Units shall vote or provide consent for the election of such nominees.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board. (a) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇ ▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.

Board Composition. Each Shareholder agrees Subject to vote all the terms and conditions of histhis Agreement, her or its Shares in from the date of this Agreement, the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at shall take all times, in whatever manner shall be necessary Necessary Action to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected nominated for election to the Board.Board at each annual meeting of the stockholders of the Company or at any special meeting of the stockholders of the Company at which elections to the Board of Directors will be held: 2.2.1 three (a3) ▇▇▇ ▇▇▇▇▇▇▇ Independent Directors, which individuals shall initially be [___] (汉雨生collectively, the “Independent Directors”) and shall thereafter be entitled to elect nominated by the Board (or any duly authorized committee thereof in accordance with the Charter, Bylaws, or other corporate governance documents of the Company); provided, that at least one of the Independent Directors must qualify as an “audit committee financial expert” within the meaning of U.S. Securities and Exchange Commission Regulation S-K; 2.2.2 four (4) directors nominated by H.I.G. (the “H.I.G. Designees”), for so long as H.I.G. Beneficially Owns 20% or more of the outstanding shares of Common Stock of the Company, three (3) directors nominated by H.I.G., for so long as H.I.G. Beneficially Owns 15% or more (but less than 20%) of the outstanding shares of Common Stock of the Company, two (2) directors nominated by H.I.G., for so long as H.I.G. Beneficially Owns 10% or more (but less than 15%) of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one outstanding shares of Common Stock of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: Company, and one (1) director shall be designated and appointed nominated by LYFE H.I.G., for so long as H.I.G. Beneficially Owns 5% or more (but less than 10%) of the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); outstanding shares of Common Stock of the Company; 2.2.3 one (1) director shall be designated and appointed nominated by NLVC Sponsor (the “NLVC DirectorSponsor Designee” and together with the H.I.G. Designees, the “Designees”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰)) for so long as Sponsor and its Affiliates Beneficially Own 1% or more of the outstanding shares of Common Stock of the Company; and 2.2.4 one (1) director who shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ the individual serving as the Chief Executive Officer of the Company (the “Sequoia CEO Director”); one (1) director , which individual shall initially be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”)[____]. (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each of the matters submitted to the Board of Directors.

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board. (a) Subject to the terms and conditions of this Agreement, immediately following the execution and delivery of this Agreement, the Company, acting through the Board and all applicable committees of the Board, will take all necessary actions (including by requesting that certain incumbent directors resign) to cause the Board to be comprised of seven directors, (i) three of whom shall be designated by ▇▇▇ ▇▇. ▇▇▇▇▇ (汉雨生each, a “▇. ▇▇▇▇▇ Director”), (ii) three of whom shall be entitled designated by Vintage (each, a “Vintage Director” and, each ▇. ▇▇▇▇▇ Director or Vintage Director, a “Shareholder Director”), and (iii) one of whom shall be a director other than the ▇. ▇▇▇▇▇ Directors and Vintage Directors. The foregoing directors shall be divided into three classes of directors, with each class including one ▇. ▇▇▇▇▇ Director and one Vintage Director; provided that nothing in this Agreement shall be interpreted to elect two require the Board to be classified or to prevent the Company from declassifying the Board at any time following the execution of this Agreement. (2b) directors Subject to the terms and conditions of this Agreement, the Company, acting through the Board and all applicable committees of the Board, shall take all necessary action such that, with respect to each applicable meeting of shareholders at which directors are to be elected, there shall be included in the slate of nominees recommended by the Board for election as directors that number of individuals designated by ▇. ▇▇▇▇▇ that, if elected, will result in ▇. ▇▇▇▇▇ having the number of ▇. ▇▇▇▇▇ Directors serving on the Board as follows: (i) Prior to the closing of the last of the Equitization Transactions (the “Ordinary DirectorsEquitization Closing”)): (A) Three directors, initially to be for so long as ▇. ▇▇▇▇▇ beneficially owns at least $56.25 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined; (B) Two directors, after the first time that ▇. ▇▇▇▇▇ beneficially owns less than $56.25 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, but so long as ▇. ▇▇▇▇▇ continues to beneficially own at least $37.50 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined; and (C) One director, after the first time that ▇. ▇▇▇▇▇ beneficially owns less than $37.50 million of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined; and (ii) At and after the Equitization Closing: (A) Three directors, for so long as ▇. ▇▇▇▇▇ beneficially owns at least 75% of its Common Shares owned as of the Equitization Closing (the “Closing ▇. ▇▇▇▇▇ Stock Ownership”) and at least 75% of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, beneficially owned by ▇. ▇▇▇▇▇ as of the Equitization Closing (the “Closing Loan Ownership”); (B) Two directors, after the first time that ▇. ▇▇▇▇▇ beneficially owns less than 75% of the Closing ▇. ▇▇▇▇▇ Stock Ownership or less than 75% of the Closing ▇. ▇▇▇▇▇ Loan Ownership, but so long as ▇. ▇▇▇▇▇ continues to beneficially own at least 50% of the Closing ▇. ▇▇▇▇▇ Stock Ownership and at least 50% of the Closing ▇. ▇▇▇▇▇ Loan Ownership; and (C) One director, after the first time that ▇. ▇▇▇▇▇ beneficially owns less than 50% of the Closing ▇. ▇▇▇▇▇ Stock Ownership or 50% of the Closing ▇. ▇▇▇▇▇ Loan Ownership; provided, that, in each case, ▇. ▇▇▇▇▇▇’▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer right to designate any persons pursuant to this Section 1(b) shall be one terminate effective as of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be first time ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇. ▇▇▇▇▇ beneficially owns less than 5% of the outstanding voting power of all Common Shares then outstanding. (c) Subject to the terms and conditions of this Agreement, the Company, acting through the Board and all applicable committees of the Board, shall take all necessary action such that, with respect to each meeting of shareholders at which directors are to be elected, there shall be included in the slate of nominees recommended by the Board for election as directors that number of individuals designated by Vintage that, if elected, will result in Vintage having the number of Vintage Directors serving on the Board as follows: (i) Three directors, for so long as Vintage beneficially owns 75% of its Common Stock owned as of the record date for the Company’s 2019 annual meeting of stockholders at which directors are elected (the “Sequoia DirectorClosing Vintage Stock Ownership”); (ii) Two directors, after the first time that Vintage beneficially owns less than 75% of its Closing Vintage Stock Ownership but so long as Vintage continues to beneficially own at least 50% of the Closing Vintage Stock Ownership; one and (1iii) director One director, after the first time that Vintage beneficially owns less than 50% of the Closing Vintage Stock Ownership; provided, that Vintage’s right to designate persons pursuant to this Section 1(c) shall terminate effective as of the first time Vintage beneficially owns less than 5% of the outstanding voting power of all Common Shares then outstanding. (d) The Company’s obligations to nominate or appoint any prospective Shareholder Director to the Board under this Agreement shall be shall be designated and appointed subject to a good faith determination by Evergreen, initially to be RONG Jing the Governance Committee of the Board that such person fulfills the Director Criteria (戎璟) (the “Evergreen Director”as defined below); and provided, that notwithstanding such Director Criteria (i) in up to one ▇. ▇▇▇▇▇ Director and one Vintage Director may fail to qualify as “independent” within the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations meaning of NYSE listing standards (or the like, or applicable requirements of such other national securities exchange designated as the primary market on which the Common Shares are then listed for trading) and (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or Company is a “controlled company” within the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director meaning of Section 303A of the Company shall have one (1) vote for each NYSE listing standards as a result of the matters submitted beneficial ownership of Common Shares by the Stockholders, up to the Board of Directors, except two ▇▇▇ ▇▇. ▇▇▇▇▇ (汉雨生) shall have six (6) votes for each Directors and two Vintage Directors may fail to so qualify as “independent”. The Company will take all steps necessary so that the Governance Committee of the matters Board makes its determination and recommendation regarding whether any person designated by either Shareholder meets the foregoing criteria within 15 business days after (A) such person has submitted the Company’s standard director and officer questionnaire and an authorization form to conduct a background check and (B) representatives of the Board have conducted, or caused to be conducted, customary interview(s) of, and other diligence activities with respect to, such nominee. The Company will conduct any such interview(s) and other diligence actions as promptly as practicable, but in any case, assuming reasonable availability of the nominee, within 15 business days after the submission of such nominee. If the Governance Committee of the Board does not accept a person recommended by the applicable Shareholder, such Shareholder will have the right to recommend additional substitute person(s) whose appointment will be subject to the Board of Directors.Governance Committee of

Board Composition. Each Shareholder agrees to Stockholder shall vote all of voting securities owned by such Stockholder or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within his, her or its Shares control (including in his, her or its capacity as a stockholder, director, member of a board committee, officer of the Company or otherwise), and the Company shall take all necessary or desirable actions within its control, to ensure that: (i) for so long as Pernix beneficially owns Company Securities, and during any time Pernix beneficially owns less than 49.9% of the Capital Stock, the number of directors constituting the board of directors of the Company (whether now owned or hereafter acquired or which each a “Director” and, collectively, the Shareholder may be empowered to vote“Board”) is fixed and remains at all times at three (3) Directors, consisting of: (A) one (1) individual designated by the 1992 Funds (the “HB Director”), from time to time and at all times, in whatever manner who shall initially be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board. (a) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.; (bB) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be individual designated and appointed by LYFE Pernix (the “LYFE Pernix Director”), who shall initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇▇ and who shall serve as the Company’s Chairman and Chief Executive Officer (邓峰“CEO”); and (C) one (1) director individual designated by the mutual agreement of the 1992 Funds and the Whitebox Funds (the “HB/WB Director”), who shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ ▇. (ii) during any time Pernix beneficially owns 49.9% or more of the “Sequoia Capital Stock but less than 100%, the number of Directors constituting the Board is fixed and remains at all times at five (5) Directors, consisting of: (A) two Pernix Directors, one of whom will serve as the Company’s Chairman and CEO; (B) one HB Director”); (C) one HB/WB Director; and (D) one (1) director shall be shall be individual who is an Independent Director designated by the mutual agreement of the 1992 Funds, the Whitebox Funds and appointed by Evergreen, initially to be RONG Jing (戎璟) Pernix (the “Evergreen Independent Director”); and . The Stockholder or Stockholders entitled to designate a Director pursuant to this Section 2.01(a)(i) shall no longer be entitled to designate such Director if such Stockholder (itogether with its Permitted Transferees) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or ceases to hold at least fifty percent (ii50%) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each Securities [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. held by such Stockholder or Stockholders as of the matters submitted to Closing Date. To the Board extent that any of Directorsclauses (A) through (C) of Section 2.01(a)(i) or clauses (A) through (D) of Section 2.01(a)(ii) above shall not be applicable, except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) any Director who would otherwise have been designated in accordance with the terms thereof shall have six (6) votes for each instead be voted upon by all the stockholders of the matters submitted Company entitled to vote thereon in accordance with, and pursuant to, the Board Certificate of DirectorsIncorporation of the Company.

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, nine (9) Directors and (2) the following persons shall be elected appointed to the Board.: (ai) four (4) Directors (each, a “Non-Walgreens Director” and, collectively, the “Non-Walgreens Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be and ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇; provided that: (汉雨生)i) prior to the Qualified IPO, CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: at least one (1) director of the Non-Walgreens Directors shall be designated independent under applicable SEC and appointed by LYFE Nasdaq rules (or any other exchange or marketplace upon which the “LYFE Director”)common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Director (and such Non-Walgreens Director shall initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰▇▇▇▇, who shall be the Company’s initial Lead Independent Director); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Non-Walgreens Directors shall be a designee of Kinnevik (who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) of the Non-Walgreens Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Non-Walgreens Directors; (iii) at any time that the Founders own, in the aggregate at least 50% but less than 75% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) director of whom shall be designated independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate, at least 25% but less than 50% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by CTDthe Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, initially in the aggregate, at least 10% but less than 25% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the number of Non-Walgreens Directors appointed by the Appointing Founders shall be reduced to be LU Gang (陆刚); one (1) director Director; (vi) at any time that the Founders own, in the aggregate, less than 10% of the Unit Equivalents owned by the Founders in the aggregate as of one hundred eighty (180) days from the date hereof, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding Voting Unit Equivalents shall be designated entitled to appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; and (ii) five (5) Directors appointed by SequoiaWalgreens (each, a “Walgreens Director” and, collectively, the “Walgreens Directors”), who initially to shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and four (the “Sequoia Director”); one (14) director other individuals selected by Walgreens who shall be shall be designated subject to the approval of the Nominating and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”)Corporate Governance Committee; and provided that: (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director then-current Chief Executive Officer of Walgreens Parent shall be designated and appointed by GICone of the Walgreens Directors, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ; (汉雨生ii) shall have six at least three (63) votes for each such Walgreens Directors must be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the matters submitted Company or the VMD Corporation, as applicable, are then traded) (the “Independent Walgreens Directors”); (iii) Walgreens shall consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) at any time that Walgreens and/or its Affiliates directly or indirectly own at least 40% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 50% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (v) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least 30% of the Board aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 40% of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least 10% of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than 30% of the of the aggregate voting power of the Company or the VMD Corporation, as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to one (1) Director; (vii) at any time that Walgreens and/or its Affiliates directly or indirectly holds less than 10% of the of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, Walgreens shall cease to have a right to appoint any Directors.; and (viii) upon an Event of Default (as defined in the Walgreens Note) under Section 5(a) of the Note, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to one (1)

Board Composition. Each Shareholder Member agrees to vote all of his, her or its Shares Units and shall take all other necessary or desirable actions within his, her or its control (whether in his, her or its capacity as a Member, Director, or officer of the Company (whether now owned or hereafter acquired otherwise, and including attendance at meetings in person or which the Shareholder may be empowered to voteby proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary or desirable actions within its control (including calling special Board meetings and meetings of the Members), so that, from time to time and at all timesafter the Effective Date, in whatever manner (1) the authorized number of Directors shall be necessary established and, subject to ensure that the adjustments in Section 5.1(c)(ii), maintained at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, thirteen (13) Directors and (2) the following persons shall be elected appointed to the Board.: (ai) four (4) Directors (each, a “Founder Director” and, collectively, the “Founder Directors”) appointed by the Founders holding a majority of the Unit Equivalents held by all Founders (the “Appointing Founders”), who initially shall be ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided that: (汉雨生i) prior to the Qualified IPO, at least one (1) of the Founder Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with Walgreens regarding the identity of such Founder Director (and such Founder Director shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇, who shall be the Company’s initial “Lead Independent Director”); (ii) prior to the Qualified IPO, the Founders shall delegate their authority hereunder such that one of the Founder Directors shall be a designee of Kinnevik (who shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇) and, after the Qualified IPO, such designee shall no longer be a designee of Kinnevik and at least two (2) of the Founder Directors shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) and the Appointing Founders shall consult with ▇▇▇▇▇▇▇▇▇ regarding the identity of such Non-Walgreens Directors; (iii) at any time that the Founders own, in the aggregate less than 2,332,256 Units but at least 1,554,838 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to three (3) Directors (one (1) of whom shall be independent under applicable SEC and Nasdaq rules (or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded)); (iv) at any time that the Founders own, in the aggregate less than 1,554,838 Units but at least 777,419 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to two (2) Directors; (v) at any time that the Founders own, in the aggregate less than 777,419 Units but at least 310,968 Units, the number of Founder Directors appointed by the Appointing Founders shall be reduced to one (1) Director; (vi) at any time that the Founders own, in the aggregate less than 310,968 Units, the Appointing Founders shall cease to have a right to appoint any Directors; and (vii) upon the Founders no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(i), the Non-Walgreens Members holding a majority of the outstanding Voting Unit Equivalents held by all Non-Walgreens Members shall be entitled to elect two (2) directors of appoint such Directors to the Board under the same independence and consultation requirements set forth in clauses (i) and (ii) above until a Qualified IPO, after which such Directors shall be nominated and elected by the Board and Members or the board of directors and stockholders of VMD Corporation, as applicable; (ii) seven (7) Directors appointed by ▇▇▇▇▇▇▇▇▇ (each, a “Walgreens Director” and, collectively, the “Ordinary Walgreens Directors”), who initially to shall be ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated [and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”)▇▇▇▇, initially to be ▇▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇▇▇ subject to the approval of the Nominating and Corporate Governance Committee, with two vacancies]; provided that: (i) the “Sequoia Director”); one (1) director then-current Chief Executive Officer of Walgreens Parent shall be shall be designated and appointed by Evergreenone of the Walgreens Directors, initially to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇; (ii) at least four (4) such Walgreens Directors must be RONG Jing independent under applicable SEC and Nasdaq rules (戎璟or any other exchange or marketplace upon which the common equity of the Company or the VMD Corporation, as applicable, are then traded) (the “Evergreen DirectorIndependent Walgreens Directors”); ) (and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇ ▇▇▇▇▇▇▇ shall initially be deemed to be an Independent Walgreens Director); (汉雨生iii) Walgreens shall have consult with the then current Chairman regarding the identity of the Independent Walgreens Directors; (iv) Walgreens shall in no event fill more than five (5) appointments unless the Chairman consents otherwise, with such unfilled Board seats considered vacant; (v) at any time that Walgreens and/or its Affiliates directly or indirectly own at least forty percent (40%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than fifty percent (50%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to six (6) votes for each Directors (four (4) of whom must be Independent Walgreens Directors); (vi) at any time that Walgreens and/or its Affiliates directly or indirectly own at least thirty five percent (35%) of the matters submitted aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than forty percent (40%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to five (5) Directors (three (3) of whom must be Independent Walgreens Directors); (vii) at any time that Walgreens and/or its Affiliates directly or indirectly own at least thirty percent (30%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than thirty five percent (35%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to four (4) Directors (two (2) of whom must be Independent Walgreens Directors); (viii) at any time after a Specified Walgreens Change in Control or any time that Walgreens and/or its Affiliates directly or indirectly holds at least twenty five percent (25%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than thirty percent (30%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to three (3) Directors (one (1) of whom must be an Independent Walgreens Director); (ix) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least twenty percent (20%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than twenty five percent (25%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to two (2) Directors (one (1) of whom must be an Independent Walgreens Director); (x) at any time that Walgreens and/or its Affiliates directly or indirectly holds at least ten percent (10%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, but less than twenty percent (20%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, the number of Walgreens Directors that Walgreens shall be entitled to appoint shall be reduced to one (1) Director; and (xi) at any time that Walgreens and/or its Affiliates directly or indirectly holds less than ten percent (10%) of the aggregate voting power of the Company or the VMD Corporation (including through securities held by any Blocker based on the ownership of applicable Blocker Equities owned by Walgreens), as applicable, Walgreens shall cease to have a right to appoint any Directors. Upon Walgreens no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(ii), the authorized number of Directors and the size of the Board shall be reduced by the number of Directors that Walgreens is no longer entitled to appoint. For purposes of calculating voting power under this Section 5.1(c)(ii), any securities issued to employees, officers, directors, consultants or advisors of the Company pursuant to, or upon the exercise or vesting, as applicable, of any options, warrants or any other equity purchase rights issued pursuant to, this Agreement and/or the Equity Incentive Plan or as otherwise approved by the Board, in each case, after the Effective Date, shall be excluded; (iii) one (1) Director appointed by the Class E-3 Preferred Majority Interest (the “Summit Director”), who initially shall be [ ⚫ ]; provided, that at any time that the number of Class E-3 Preferred Units issued and outstanding is less than seventy five percent (75%) of the number of Class E-3 Preferred Units issued pursuant to the Summit Transaction and cease to be owned by those issued such Class E-3 Preferred Units in the Summit Transaction, the holders of Class E-3 Preferred Units shall cease to have a right to appoint any Directors. Upon the holders of Class E-3 Preferred Units no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(iii), the authorized number of Directors and the size of the Board shall be reduced by one; and (iv) one (1) Director appointed by Cigna (the “Cigna Director” and, together with the Summit Director and the Founder Directors, each a “Non-Walgreens Director” and collectively, the “Non-Walgreens Directors”), who initially shall be [ ⚫ ]; provided, that at any time that Cigna and/or its Affiliates directly or indirectly holds less than fifty percent (50%) of the Unit Equivalents (on a Fully Diluted Basis) held by Cigna or its Affiliates following the issuance of all Units issuable to Cigna pursuant to the Class E and Class F Purchase Agreement (as appropriately adjusted to reflect any subdivision, split-up, reverse split or other similar event), Cigna shall cease to have a right to appoint any Directors. Upon Cigna no longer being entitled to appoint any number of Directors as set forth in this Section 5.1(c)(iv), the authorized number of Directors and the size of the Board shall be reduced by one. For purposes of determining Unit ownership thresholds in this Section 5.1(c), all Unit thresholds shall be as appropriately adjusted to reflect any subdivision, split-up, reverse split or other similar event effected with respect to the Units. Following a Qualified IPO, the authorized number of members of the board of managers or directors of the Company or the VMD Corporation, as applicable, shall be established and, subject to the adjustments in Schedule 5.1(c), maintained at nine (9) Directors and the managers or directors of the Company or the VMD Corporation, as applicable, shall be nominated on the same terms and conditions as the appointment rights set forth on Schedule 5.1(c), subject to the approval of the Nominating and Corporate Governance Committee. Following a Qualified IPO, the board of managers or directors of the Company or the VMD Corporation, as applicable, shall recommend such nominees, the Company or the VMD Corporation, as applicable, shall solicit proxies for such nominees and Walgreens, Founders, Cigna and the holders of Class E-3 Preferred Units shall vote or provide consent for the election of such nominees.

Board Composition. Each Shareholder agrees to vote all (i) The Board shall consist of his, her twelve (12) Directors or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder such greater number of Directors as may be empowered to vote), from time to time be determined by the Board. From and at all timesafter a Qualified IPO, in whatever manner the Board shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent comprised of the shareholders, number of Directors determined by the following persons shall be elected to GSCP Members holding a majority of the BoardUnits held by all GSCP Members. (aii) Subject to Section 4.1(c), (x)(A) from and after the date hereof until the earlier of (i) a Qualified IPO or (ii) October 31, 2009 (the “RM Initial Period”), the RM Members shall collectively have the right to designate three (3) Directors (the persons from time to time designated by the RM Members in accordance with the foregoing being referred to herein as the “RM Directors”), (B) from and after the date hereof until a Qualified IPO, (the “TM Initial Period”) ▇▇▇▇▇▇ ▇▇▇▇▇ shall have the right to be a Director (▇▇▇▇▇▇ ▇▇▇▇▇ shall be referred to herein as the “TM Director”), and (C) the GSCP Members shall collectively have the right to designate the remaining Directors, and (y)(A) if a Qualified IPO has not occurred prior to October 31, 2009, the GSCP Members shall thereafter collectively have the right to designate all of the Directors other than the TM Director, and (B) following a Qualified IPO, the GSCP Members shall collectively have the right to designate all of the Directors (the persons from time to time designated by the GSCP Members in accordance with the foregoing clauses (x) and (y) being referred to herein as the “GSCP Directors”). One of the GSCP Directors shall be designated by GSCP Institutional and one of the GSCP Directors shall be designated by GSCP Parallel. As of the date hereof, the Directors shall be (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”)▇, initially to be ▇▇▇▇ ▇. ▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇▇ A.S. ▇▇▇▇▇▇▇▇ (汉雨生who shall be the GSCP Directors), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directorsii) ▇. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇. ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”)▇, initially to be III, ▇▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated , III, and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ (referred to herein as the “Sequoia DirectorMcJ Directors”); one , (1iii) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (汉雨生who shall be the RM Directors), (iv) shall have six ▇▇▇▇▇▇ ▇▇▇▇▇, and (6v) votes for each ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Rhys J. Best and ▇▇▇ ▇. Rovit (referred to herein as the “Independent Directors”). At all times (including during the RM Initial Period and the TM Initial Period), if the Board elects to increase the number of Directors, such additional Directors will be elected by the GSCP Members holding a majority of the matters submitted to Units held by all GSCP Members. 1.6. ARTICLE IV of the Board of Directors.Agreement is hereby amended by deleting Section 4.1(c) and replacing it with the following:

Board Composition. Each Shareholder agrees to vote all (a) The total number of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may authorized directors shall be empowered to vote), fixed from time to time and at all times, in whatever manner by the affirmative vote of a majority of the Whole Board. The Board of Directors as of the date of these Bylaws shall consist of eleven directors. Six of such directors shall be necessary M▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, G▇▇▇ ▇▇▇▇▇▇▇, S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, J▇▇▇ ▇▇▇▇▇▇▇▇ and B▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, each of which shall be designated by WillScot Corporation (“WillScot”) (such individuals, together with each individual elected to ensure that at each annual replace such individuals, whether as the immediately succeeding director or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholdersa future succeeding director for such individual, the following persons “WillScot Continuing Directors”). Five of such directors shall be S▇▇▇ ▇. ▇▇▇▇, J▇▇▇▇▇▇ ▇. ▇▇▇▇▇, K▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, E▇▇▇ ▇▇▇▇▇▇ and M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, each of which shall be designated by Mobile Mini, Inc. (“Mobile Mini”) (such individuals, together with each individual elected to replace such individuals, whether as the Board. (a) immediately succeeding director or a future succeeding director for such individual, the “Mobile Mini Continuing Directors”). For the avoidance of doubt, G▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be and S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be appointed by TDR Capital LLP (汉雨生“TDR”), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board and any individual (the “Investors’ TDR Continuing Directors”) in aggregate with elected to replace a TDR Continuing Director, whether as the composition determined as follows: one (1) immediately succeeding director or a future succeeding director for such individual, shall be designated and appointed by LYFE (the “LYFE deemed a WillScot Continuing Director”), initially to be . M▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ . ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”). (c) Each Director Chairman of the Company shall have one (1) vote for each of the matters submitted to the Board of Directors, except Directors and M▇. ▇▇ ▇▇▇▇▇▇▇ (汉雨生) shall have six (6) votes for each be the Lead Director of the matters submitted to the Board of Directors (the “Lead Director”). (b) The members of the Board of Directors shall be designated into three classes: (i) the Class I Directors., (ii) the Class II Directors and (iii) the Class III Directors. The individuals classified as Class I Directors shall be subject to reelection at the first annual meeting of the stockholders following the effectiveness of these Bylaws. The individuals classified as Class II Directors shall be subject to reelection at the second annual meeting of the stockholders following the effectiveness of these Bylaws. The individuals classified as Class III Directors shall be subject to reelection at the third annual meeting of the stockholders following the effectiveness of these Bylaws. The directors as of the date of these Bylaws shall be classified as follows:

Board Composition. Each Shareholder agrees to vote all of his, her or its Shares in the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election of directors is held or pursuant to any written consent of the shareholders, the following persons shall be elected to the Board. (a) Subject to Section 3.1(c), until the Trigger Date, the Company Board shall consist of no more than thirteen (13) directors. Immediately following the Closing, the Company Board shall be comprised of (i) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (汉雨生) shall be entitled to elect two (2) directors of the Board (the “Ordinary Directors”)▇▇▇▇, initially to be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors. (b) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed by LYFE (the “LYFE Director”), initially to be ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ (邓峰collectively, with any of their successors designated in accordance with Section 3.2(a) and Section 3.2(b) hereof and any additional director designated by the Amneal Group Representative pursuant to Section 3.1(c); one , the “Amneal Directors”) and (1ii) director Deb Autor, ▇. ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇▇▇▇▇ (collectively with their successors and any additional directors appointed or designated in accordance with Section 3.2(c) and Section 3.2(e), being referred to herein as the “Non-Amneal Directors”). (b) Immediately following the Closing, and for so long as Amneal Group has beneficial ownership of more than fifty percent (50%) of the outstanding shares of the Company Common Stock, (i) the Non-Amneal Directors shall be designated have the right to designate the lead Independent Director of the Company Board, and appointed by CTD(ii) the Amneal Directors shall have the right to designate the Chairman or Co-Chairmen of the Company Board. Immediately following the Closing, initially to be LU Gang (陆刚); one (1) director the Chairman of the Board shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”); one (1) director shall be shall be designated and appointed by Evergreen, initially to be RONG Jing (戎璟) (the “Evergreen Director”); and (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director shall be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”)▇▇. (c) Each Director In the event that Amneal Group Transfers more than four percent (4%) of the outstanding shares of Company Common Stock to a Person or a group of Persons pursuant to a PIPE Transaction (such a Person or group of Persons, a “Qualifying Investor”) and, following such Transfer, Amneal Group continues to beneficially own more than fifty percent (50%) of the outstanding shares of the Company Common Stock, Amneal Group shall have a one-time right exercisable within one year following such transaction (the “Board Expansion Right”) to cause the Company to increase the size of the Company Board by two (2) directors and to fill the resulting vacancies with one new director designated by the Amneal Group Representative and one new director designated by such Qualifying Investor. To the extent requested by such Qualifying Investor, this Agreement shall be amended to provide such Qualifying Investor with the right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than four percent (4%) of the outstanding shares of Company Common Stock (the “Ownership Threshold”). In addition to the foregoing, any Qualifying Investor may, for so long as it satisfies the Ownership Threshold and has not appointed a director to the Company Board, designate one (1) vote for each individual (an “Observer”) to attend all meetings of the matters submitted Company Board and (subject to applicable listing requirements) any committee thereof in a non-voting, observer capacity subject to customary terms and conditions for a board observer; provided, however, that the Observer shall be reasonably acceptable to the Nominating Committee of the Company Board. (d) In the event that Amneal Group Transfers more than five percent (5%) of the outstanding shares of Company Common Stock to a Qualifying Investor, and, immediately prior to or following such Transfer, Amneal Group beneficially owns less than fifty percent (50%) of the outstanding shares of the Company Common Stock (whether or not the Board of DirectorsExpansion Right pursuant to Section 3.1(c) has been exercised prior to such time), except ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) the Amneal Group Representative shall have six a one-time right in connection with such transaction to cause the Company to replace any Exiting Amneal Director with a director designated by such Qualifying Investor. For purposes of this Section 3.1(d), an “Exiting Amneal Director” shall mean an Amneal Director that the Amneal Group Representative is no longer entitled to designate pursuant to Section 3.1(a) as a result of such Transfer. To the extent requested by such Qualifying Investor, this Agreement shall be amended to provide such Qualifying Investor with the right to appoint a director to the Company Board for so long as such Qualifying Investor continues to beneficially own more than five percent (65%) votes for each of the matters submitted to the Board outstanding shares of DirectorsCompany Common Stock.

Board Composition. Each Shareholder agrees The number of directors of the Company shall be as set forth in the By-laws of the Company, and the Stockholders agree to vote all of histheir respective shares, her or its Shares in and to take such other actions as are necessary, so as to fix the Company (whether now owned or hereafter acquired or which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of shareholders at which an election number of directors is held or pursuant at no more than eight (8) directors initially, subject to any written consent of the shareholders, the following persons shall be elected increase to the Board.nine (9) directors as provided herein. The Stockholders agree to vote their respective shares as follows: (a) ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生) The Preferred Investors shall be entitled vote as a class to elect two (2) directors of the Board (the “Ordinary Directors”), initially to be ▇▇▇ ▇▇▇▇▇▇▇ (汉雨生), CHUAI Shaokun (揣少坤), provided that the chief executive officer shall be one of the Ordinary Directors.as follows: (bi) The Investors shall be entitled to elect up to six (6) directors of the Board (the “Investors’ Directors”) in aggregate with the composition determined as follows: one (1) director shall be designated and appointed individual nominated by LYFE BancBoston Ventures Inc. (the “LYFE Director”"BancBoston"), who shall initially to be be, and is duly elected hereby, ▇▇▇▇ ▇▇▇ (赵晋); one (1) director shall be designated and appointed by NLVC (the “NLVC Director”), initially to be ▇▇▇▇ ▇▇▇▇ (邓峰); one (1) director shall be designated and appointed by CTD, initially to be LU Gang (陆刚); one (1) director shall be designated and appointed by Sequoia, initially to be ▇▇▇▇ ▇▇▇▇▇▇ (the “Sequoia Director”"BancBoston Nominee"), and hereafter such individual as shall be designated by BancBoston; and (ii) one (1) director individual nominated by GCC Investments, Inc. ("GCC"), who shall be initially be, and is duly elected hereby, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "GCC Nominee"), and hereafter such individual as shall be designated and appointed by EvergreenGCC. (b) The Stockholders, initially including the Preferred Investors, shall vote together as one class to be RONG Jing elect the remaining six (戎璟6) (of the “Evergreen Director”); and directors, as follows: (i) in the event that the GIC Warrant has not been exercised, so long as GIC holds no less than 4,259,800 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, or (ii) in the event that the GIC Warrant has been exercised, so long as GIC holds no less than 5,324,750 Shares, as adjusted for any share splits, share dividends, recapitalizations or the like, one (1) director individual nominated by the Founding Stockholders, who shall initially be designated and appointed by GIC, initially to be Goh Chin Kiong (the “GIC Director”).▇▇▇▇▇ ▇. Queen; (cii) Each Director of the Company shall have one (1) vote for each of the matters submitted to the Board of Directorsindividual nominated by Burr, except Egan, Deleage & Co., and its Affiliates ("BEDCO"), who shall initially be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (iii) one (1) individual nominated by EOS Partners, L.P., SBIC, who shall initially be ▇▇▇▇ ▇. ▇▇▇▇▇▇; (iv) one (1) individual nominated by Kingdon Associates, L.P., and its Affiliates, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇; (v) one (1) individual nominated by Associated RT, Inc., who shall initially be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; and (汉雨生vi) one (1) individual nominated by the holders of a majority of the Class A Common Stock issued under the Stock Purchase Agreement dated November 14, 1995 by and between the Company and the parties identified therein (the "1995 Stock Purchase Agreement"); provided, however, that upon receipt by Toronto Dominion or an Affiliate thereof of its Small Business Investment Company license from the SBA (the "T-D SBIC"), the holders of a majority of the Shares issued to Toronto Dominion under the 1995 Stock Purchase Agreement and held by such T-D SBIC shall have six (6the right to nominate any one individual to be a director in lieu of any person previously designated to fill such remaining directorship. Notwithstanding any provision herein, Toronto Dominion shall not have the right to transfer to any third party its right to nominate a Director under this Section 5.1(b) votes for each without the affirmative vote of a majority of the matters submitted to members of the Board of Directors (other than any directors nominated by, or representing, Toronto Dominion), if such transfer is made in connection with a transfer by Toronto Dominion of its Shares under Section 3.1(f) hereof. (c) As soon as the Board of Directors, in its sole discretion, has identified a director candidate who is not an Affiliate of either the Company or any of the Stockholders and who has operating experience in the Company's industry (the "Outside Nominee"), but in any event no later than June 30, 1997, the Stockholders hereby agree that the Board of Directors shall thereupon be increased to nine (9) and agree to vote their respective Shares for such additional Director in favor of the Outside Nominee or such successor or replacement individual as shall be designated from time to time by a majority of the other Directors designated hereunder.