Common use of Dispute Resolution Procedures Clause in Contracts

Dispute Resolution Procedures. If at the end of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm.

Dispute Resolution Procedures. If at the end 1. The following types of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect disputes are subject to the determination resolution procedures set forth below: a. If the HBC fails to take action by August 1 of any given year to contain healthcare costs that are projected to exceed the applicable Exercise PriceDistrict contribution obligations and carryover “reserve fund” balances, as specified in or there is a Call Objection disagreement over whether the proposed plan changes would contain healthcare costs within the District contribution obligations and carryover “reserve fund” balances, or Put Objection, as applicable, they shall refer all such matters that remain in dispute (over whether the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation District has fulfilled its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of contribution obligations under this Agreement, see Section 2 below. b. If there is a dispute as to whether the Board of Education has withheld approval of an HBC negotiated vendor contract without good and only with respect sufficient cause, see Section 3 below. c. If there is a claim by the District that a proposed action is illegal, see Section 4 below. d. If there is a claim asserted by the District that a planned change would be inequitable and/or would adversely impact the best interests of the District and/or its present or future plan participants, see section 5 below. 2. The expedited arbitration process for resolving disputes as to whether proposed plan changes will contain healthcare costs within District contribution obligations and carryover “reserve fund” balances or whether the District has fulfilled its contribution obligations under this Agreement are as follows: a. The HBC and/or the District shall request expedited arbitration in writing. The issues in dispute shall be submitted to expedited binding arbitration before a three-person panel comprised of one union/HBC representative, one District representative, and a third neutral panel member agreed to by the first two panel members or, failing that, from a list provided by the California State Mediation and Conciliation Service. Such selection shall occur within three (3) work days of written request by the HBC and/or the District. b. Such arbitration shall occur within five (5) work days of written request by the HBC and/or the District. c. The sole issues for arbitration shall be whether the HBC plan design recommendations contain costs within the District contribution obligation plus carryover “reserve fund” balances and/or whether the District has fulfilled its contribution obligations under this Agreement. The arbitration panel shall have no authority to increase the District’s contribution as set forth in this Agreement. The arbitration panel shall issue a written decision no later than three (3) work days following the hearing. d. If the arbitration panel decides that the HBC plan recommendations do not contain costs within the District’s defined total contribution obligation plus carryover “reserve fund” balances, the panel shall refer the issue of plan design back to the unresolved matters so submitted, whether and HBC. The HBC shall then have up to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm.seven

Dispute Resolution Procedures. If at The Representative shall have until thirty (30) days after the end receipt of the Call Resolution Period or Closing Date Balance Sheet and the Put Resolution Period, as applicable, WCAS accompanying Asset Value Shortfall calculation to review such calculation and Walgreens have propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in reasonable detail in a written statement delivered to Buyer * Certain information on this page has been unable to resolve any differences that they may have omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute omitted portions. (the “Unresolved MattersAdjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Buyer shall object in writing to a nationally recognized independent accounting firm jointly selected by them such proposed adjustments (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers proposed adjustment or Call Sellers, as the case may be. If WCAS and Walgreens adjustments to which Buyer objects are unable referred to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve herein as the “Valuation FirmContested Adjustments” and Buyer’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of Buyer’s receipt of the Adjustment Statement. WCAS If Buyer delivers a Contested Adjustment Notice to the Representative, Buyer and Walgreens the Representative shall act attempt in good faith to agree uponresolve their dispute regarding the Contested Adjustments, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm but if a final resolution thereof is not obtained within ten (10) Business Days days after Buyer delivers to the Representative said Contested Adjustment Notice, either Buyer or the Representative may retain for the benefit of all the parties hereto an independent accounting firm nationally recognized in the United States acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) the Representative and Buyer shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments and their respective calculation of the Asset Value Shortfall, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Representative and (ii) prepare a Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation and binding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, Independent Accountant shall not be in excess of the higher, nor less than the lower, of the amounts advocated paid one-half by the disputing parties with respect thereto. Except for Sellers and one-half by Buyer; provided, however, that if the case Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Asset Value Shortfall submitted by the Representative than to the Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation FirmIndependent Accountant. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at the end of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use If the Seller Representative disagrees with Buyer’s calculation of the Purchase Price or any component thereof, including the calculation of the aggregate amount of the Cash and Cash Equivalents of Panadero Corp and its commercially reasonably efforts Subsidiaries, the calculation of the aggregate amount of Indebtedness of Panadero Corp and its Subsidiaries, Net Working Capital, or Transaction Expenses as set forth in the Closing Statement delivered pursuant to render its final written determination Section 1.6(b), the Seller Representative may, within thirty (30) days after delivery of the Closing Statement, deliver a notice to Buyer providing reasonable detail of the reasons for such firm’s engagement disagreement and setting forth the Sellers’ calculation of the items and amounts in dispute. Any such notice of disagreement shall specify all items or amounts as to which the Seller Representative disagrees, and the Seller Representative shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) prepare If a notice of disagreement shall be properly delivered pursuant to Section 1.6(c)(i), the Seller Representative and Buyer shall, during the fifteen (15) days following such delivery, negotiate in good faith to reach written agreement on the disputed items or amounts. The matters set forth in any written resolution executed by the Seller Representative and Buyer shall be final and binding on the parties on the date of such written resolution. If the Seller Representative and Buyer are unable to reach such agreement during such fifteen (15) day period, they shall promptly (and in any event, within thirty (30) days) thereafter submit any matters in dispute to ▇▇▇▇▇▇▇ & Marsal or, if such firm declines to act, another nationally recognized public accounting firm mutually agreed upon by Buyer and the Seller Representative (the “Valuation Firm”) for resolution. (iii) The Valuation Firm shall make a final calculation and binding determination with respect to the computation of the Exercise Purchase Price. With respect , including each of the components thereof, to each the extent such unresolved matteramounts are in dispute, the Valuation Firm’s determination, if not in accordance with the position guidelines and procedures set forth in this Agreement and on Exhibit C. Buyer and the Seller Representative shall cooperate with the Valuation Firm during the term of either disputing party, its engagement and shall not be in excess use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the higherPurchase Price, nor including each of the components thereof, as soon as practicable. The Valuation Firm shall consider only those items and amounts in Buyer’s and the Seller Representative’s respective calculations of the Purchase Price, including each of the components thereof, that are identified as being items and amounts to which Buyer and the Seller Representative have been unable to agree. In resolving any disputed item, the Valuation Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the lower, of the amounts advocated smallest value for such item claimed by the disputing parties with respect theretoeither party. Except for the case of fraud or manifest error, the The Valuation Firm’s final written determination of the Purchase Price, including each of the components thereof, shall be finalbased solely on written materials submitted by Buyer and the Seller Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Valuation Firm shall be conclusive and binding upon WCAS, the Put Sellers parties hereto and shall not be subject to appeal or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees further review. (iv) The costs and expenses of the Valuation Firm in determining the Purchase Price, including each of the components thereof, shall be borne by Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if Buyer claims the Purchase Price is one thousand dollars ($1,000) less than the amount determined by the Seller Representative, and the Seller Representative contests only five hundred dollars ($500) of the amount claimed by Buyer, and if the Valuation Firm ultimately resolves the dispute by awarding Buyer three hundred dollars ($300) of the five hundred dollars ($500) contested, then the costs and expenses of the Valuation Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to the Seller Representative and forty percent (40%) (i.e., 200 ÷ 500) to Buyer. Prior to the Valuation Firm’s determination of the Purchase Price, (i) Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, shall each pay fifty percent (50%) of any retainer paid to the Valuation Firm and (ii) during the engagement of the Valuation Firm, the Valuation Firm will ▇▇▇▇ fifty percent (50%) of the total charges to each of Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand. In connection with the Valuation Firm’s determination of the Purchase Price, the Valuation Firm shall also determine, pursuant to the terms of the first and second sentences of this Section 1.6(c)(iv), and taking into account all fees and expenses already paid by each of Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, as of the date of such determination, the allocation of its fees and expenses between Buyer and the Seller Representative (on behalf of the Sellers), which such determination shall be conclusive and binding upon the parties hereto. (v) The Closing Statement (and each of the components thereof) shall become final and binding on the parties (A) on the thirty- first (31st) day following the delivery of the Closing Statement if a notice of disagreement has not been delivered to Buyer by the Seller Representative, (B) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 1.6(c)(ii), on the date such resolution is executed, if all outstanding matters are resolved through such resolution, and/or (C) with such changes as are necessary to reflect the Valuation Firm’s resolution of the matters in dispute (together with any changes necessary to reflect matters previously resolved pursuant to any written resolution executed pursuant to this Agreement and any matters not disputed pursuant to a notice of disagreement), on the date the Valuation Firm delivers its final, binding resolution pursuant to Section 1.6(c)(ii) (the Closing Statement in such form, the “Final Closing Statement,” and the Purchase Price set forth in the Final Closing Statement, the “Final Purchase Price”).

Dispute Resolution Procedures. If at AIG, on the end of one hand, and Purchaser, on the Call Resolution Period or the Put Resolution Periodother hand, as applicable, WCAS and Walgreens have been are unable to resolve (i) within five (5) Business Days following delivery of any Released Escrowed Assets Certification Notice of Disagreement all differences that they thereunder, or (ii) within fifteen (15) days following delivery of any Reassumption Price Notice of Disagreement all differences thereunder, as the case may have with respect be, then AIG and Purchaser shall submit the applicable Released Escrowed Assets Certification or Reassumption Date Loan Value Schedule, as the case may be, to the determination Independent Accountant (selected in accordance with the procedures set forth in Section 1.5(b) hereof) for review and resolution of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer any and all such matters that remain in dispute (with respect to such Released Escrowed Assets Certification Notice of Disagreement or the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (Reassumption Price Notice of Disagreement, as the “Valuation Firm”)case may be, with WCAS acting on behalf and the opinion of the Put Independent Accountant as to the applicable Released Escrowed Assets Certification or the Reassumption Date Loan Value Schedule, as the case may be, shall be final and binding on the parties hereto. AIG shall and shall cause Sellers to, and Purchaser shall provide the Independent Accountant with reasonable cooperation and reasonable access to permit such review and resolution; provided, however, that the accountants of AIG and Sellers will not be obligated to make any work papers available to the Purchaser unless and until the Purchaser and the Independent Accountant have signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. AIG and Purchaser shall instruct the Independent Accountant that it should undertake such review and resolution, and deliver written notice thereof to AIG and Purchaser, within thirty (30) days after the matter has been referred to the Independent Accountant. The scope of the Independent Accountant’s engagement (which shall not be an audit) shall be limited to the resolution of the disputed items expressly described in the applicable Released Escrowed Assets Certification Notice of Disagreement or Call SellersReassumption Price Notice of Disagreement, as the case may be, and the recalculation, if any, of (I) the Escrowed Assets to be released and the amounts payable to either party, each in accordance with Section 1.3(b)(vi)(C) or (II) the Reassumption Price, as the case may be, in light of such resolution in accordance with this Section 1.3(b)(vii)(E). The Independent Accountant shall have no authority to review or raise items not expressly identified in any Released Escrowed Assets Certification Notice of Disagreement or Reassumption Price Notice of Disagreement, as the case may be. If WCAS and Walgreens are unable the Independent Accountant is engaged pursuant to agree upon the Valuation Firmthis Section 1.3(b)(vii)(E), then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation FirmIndependent Accountant shall be borne equally by AIG (on behalf of Sellers), on the one hand, and Purchaser, on the other hand.

Dispute Resolution Procedures. If at The Sellers shall have until thirty (30) days after the end delivery of the Call Resolution Period Closing Date Working Capital calculation or the Put Resolution PeriodAverage 2004 Working Capital calculation, as applicable, WCAS to review such calculation and Walgreens have been unable to resolve propose any differences that they may have with respect adjustments thereto. All adjustments proposed by the Sellers shall be set out in detail in a written statement delivered to the determination of Purchaser (the applicable Exercise Price, as specified in a Call Objection “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet or Put Objectionthe Average 2004 Working Capital calculation, as applicable, they unless the Purchaser shall refer all object in writing to such matters that remain in dispute proposed adjustments (the “Unresolved Matters”) proposed adjustment or adjustments to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens which Purchaser objects are unable referred to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve herein as the “Valuation FirmContested Adjustments” and the Purchaser’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of delivery by the Sellers to the Purchaser of the Adjustment Statement. WCAS If the Purchaser delivers a Contested Adjustment Notice to the Sellers, the Purchaser and Walgreens the Sellers shall act attempt in good faith to agree uponresolve their dispute regarding the Contested Adjustments, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm but if a final resolution thereof is not obtained within ten (10) Business Days days after the end Purchaser delivers to the Sellers said Contested Adjustment Notice, either the Purchaser or the Sellers may retain for the benefit of all the Call Resolution Period or Put Resolution Periodparties hereto Deloitte & Touche (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, as applicable, WCAS then (i) the Sellers and Walgreens agree that the Purchaser shall each of them shall execute submit to the standard form of Independent Accountant in writing not later than fifteen (15) days after the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Sellers and (ii) prepare a the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Sellers and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoPurchaser. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the Closing Date Working Capital or the Average 2004 Working Capital calculation, as applicable, is furthest from the Independent Accountant’s calculation of the Closing Date Working Capital or the Average 2004 Working Capital calculation, as applicable. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation or the Average 2004 Working Capital calculation, as applicable (the “Settlement Amount Certificate”). The Closing Date Balance Sheet or the Average 2004 Working Capital calculation, as applicable, shall be deemed to include all proposed adjustments not disputed by the Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at the end of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens The Seller shall have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within until thirty (30) days after the delivery of the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, to review such firm’s engagement calculations and propose any adjustments thereto. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, unless the Purchaser shall object in writing to such proposed adjustments within five (5) days of receipt of the Adjustment Statement. If the Purchaser and the Seller disagree on the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue calculations, they shall attempt in good faith to resolve their dispute, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the Seller its objections, either the Purchaser or the Seller may retain for the benefit of all the parties hereto Deloitte & Touche LLP, or if unavailable or unwilling to participate, another nationally recognized independent accounting firm reasonably acceptable to both the Seller and the Purchaser (the “Independent Accountant”) to resolve any remaining disputes concerning the Adjustment Statement. If the Independent Accountant is retained, then (i) the Seller and the Purchaser shall each submit to the Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Adjustment Statement, together with such supporting documentation as they deem necessary and (ii) prepare a the Independent Accountant’s decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Seller and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoPurchaser. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the Closing Date Net Working Capital, the First Year Revenue, the Second Year Revenue, and the Third Year Revenue, as applicable, is furthest from the Independent Accountant’s calculation of the same.

Dispute Resolution Procedures. The Stockholders’ Representative shall have until thirty (30) days after the delivery of the Closing Date Working Capital calculation and the work papers and other documents and data required to be delivered to the Stockholders’ Representative pursuant to Section 2.7(b), to review such calculation and propose any adjustments thereto. If at expiration of such thirty (30) day period, the Stockholders’ Representative shall not have proposed any such adjustments, Parent’s calculation of the Closing Date Working Capital shall constitute the Final Closing Date Working Capital. All adjustments proposed by the Stockholders’ Representative shall be set out in detail in a written statement delivered to Parent (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Parent shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Parent objects are referred to herein as the “Contested Adjustments” and Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten (10) Business Days of delivery by the Stockholders’ Representative to Parent of the Adjustment Statement. If at the end time of the Call Resolution Period Contested Adjustment Notice or the Put Resolution Periodexpiration of the deadline therefor, as applicablethe Stockholders’ Representative and Parent do not dispute that a sum, WCAS and Walgreens have been unable to resolve any differences that they may have with respect net of the effects of the Contested Adjustments, is owed by one party to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute other pursuant to Section 2.7(b) (the an “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation FirmInterim Payment”), with WCAS acting on behalf then such Interim Payment shall be paid by the owing party within five (5) Business Days thereafter (which payment, in the case of a payment to Parent, shall be made from the Escrow Amount by joint instruction from Parent and the Stockholders’ Representative). Parent’s Contested Adjustment Notice shall provide specific and detailed objections and Parent’s good faith calculations of the Put Sellers or Call Sellers, as the case may beContested Adjustments. If WCAS Parent delivers a Contested Adjustment Notice to the Stockholders’ Representative, Parent and Walgreens are unable to agree upon the Valuation Firm, then each such party Stockholders’ Representative shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act attempt in good faith to agree uponresolve their dispute regarding the Contested Adjustments, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm but if a final resolution thereof is not obtained within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect Parent delivers to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm.Stockholders’

Dispute Resolution Procedures. If at The Shareholder Representative may dispute any amounts reflected on the end Post-Closing Adjustment Statement as not being prepared in accordance with this Agreement; provided, however, that the Shareholder Representative shall have notified Buyer in writing of each disputed item, specifying the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain amount thereof in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”)and setting forth, with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicablereasonable detail, the terms on which the Valuation Firm shall act (and basis for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its feessuch dispute, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise PriceShareholder Representative’s receipt of the Post-Closing Adjustment Statement. With respect to each In the event of such unresolved mattera dispute, the Valuation Firm’s determination, if not Shareholder Representative and Buyer shall attempt to resolve in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties good faith any disputed items and reach a written agreement with respect thereto. Except for If the case Shareholder Representative and Buyer are unable to reach a resolution within fifteen (15) days after receipt by Buyer of fraud or manifest errorthe Shareholder Representative’s written notice of dispute, the Valuation Firm’s Shareholder Representative and Buyer shall submit the items remaining in dispute for final written determination binding resolution to Ernst & Young LLP or such other independent accounting firm as may be mutually acceptable to Buyer and the Shareholder Representative (the “Resolution Accountants”), the reasonable cost and expenses of which shall be finalborne solely by Buyer, conclusive on the one hand, and binding upon WCASthe Selling Shareholders, on the other hand, in proportions inverse to the relative extent to which they prevail on disputed matters, which proportionate allocation shall be determined by the Resolution Accountants. If the disputed items are referred to the Resolution Accountants, the Put Sellers Final Net Working Capital Adjustment, the Closing Date Unpaid Company Transaction Expenses Adjustment, the Closing Date Pre-Closing Tax Adjustment, the Closing Date Cash Adjustment, or Call Sellersthe Closing Date Indebtedness Adjustment, as applicable, will be determined by the Resolution Accountants. Such determination must be (i) in writing, (ii) furnished to the Shareholder Representative and Walgreens. WCAS Buyer as soon as practicable, but in no event later than thirty (30) days from the date of submission to the Resolution Accountants, (iii) made in accordance with this Agreement, and Walgreens will share equally (iv) non-appealable by Buyer, the fees Shareholder Representative, the Selling Shareholders, or any of their respective Affiliates and expenses of the Valuation Firmsuccessors and not to be subject to collateral attack for any reason other than manifest error or fraud.

Dispute Resolution Procedures. If at The Representative shall have until thirty (30) days after the end delivery of the Call Resolution Period or Closing Date Balance Sheet and the Put Resolution Period, as applicable, WCAS accompanying Current Asset Value Shortfall calculation to review such calculation and Walgreens have been unable to resolve propose any differences that they may have with respect to adjustments thereto. All adjustments proposed by the determination of the applicable Exercise Price, as specified Representative shall be set out in detail in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute written statement delivered to Parent (the “Unresolved MattersAdjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Parent shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Parent objects are referred to herein as the “Contested Adjustments” and Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of delivery by the Representative to Parent of the Adjustment Statement. If Parent delivers a Contested Adjustment Notice to the Representative, Parent and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after Parent delivers to the Representative said Contested Adjustment Notice, either Parent or the Representative may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm jointly selected by them acceptable to both the Representative and Parent (the “Valuation FirmIndependent Accountant”), with WCAS acting on behalf of ) to resolve any remaining disputes concerning the Put Sellers or Call Sellers, as the case may beContested Adjustments. If WCAS and Walgreens are unable to agree upon the Valuation FirmIndependent Accountant is retained, then each such party shall select a nationally recognized independent accounting firm, (i) the Representative and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens Parent shall each sign terms of engagement which reflect such terms as agreed by submit to the Valuation Firm solely for the purpose of determining the Exercise Price Independent Accountant in writing not later than fifteen (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (1015) Business Days days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Representative and (ii) prepare a Parent and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoRepresentative and Parent. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid one-half by the Shareholders and one-half by Parent. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Current Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Parent and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at the end of the Call Resolution Period or the Put Resolution PeriodIf, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) calendar days after following REIT TRS’s delivery of the BHMP Fees and Expenses Adjustment Schedule and all requested supporting documents and access as set forth above, BHMP GP has not given REIT TRS written notice of its objection to REIT TRS’s calculation of the Proposed BHMP Fees and Expenses Amount setting forth in reasonable detail the basis of any such firmobjection (a “Final BHMP Payment Objection”), then REIT TRS’s engagement calculation of the Proposed BHMP Fees and Expenses Amount shall be binding and conclusive on the Parties for all purposes under this Agreement. If BHMP GP delivers to REIT TRS a Final BHMP Payment Objection within the thirty (ii30)-day period provided for in the previous sentence, then BHMP GP and REIT TRS will work together in good faith to resolve the issues set forth in such Final BHMP Payment Objection and to mutually agree upon a calculation of the BHMP Fees and Expenses which shall be binding and conclusive on the Parties for all purposes under this Agreement. If BHMP GP and REIT TRS fail to resolve the issues outstanding with respect to REIT TRS’s calculation of the BHMP Fees and Expenses within thirty (30) prepare a calendar days of REIT TRS’s receipt of the Final BHMP Payment Objection, then BHMP GP and REIT TRS shall submit the issues regarding the final calculation of the Exercise Price. With respect BHMP Fees and Expenses remaining in dispute to each such unresolved matter, a mutually agreeable independent third party arbitrator (the Valuation Firm’s determination, if not “Independent Arbitrator”) for resolution in accordance with the position terms of either disputing partythis Agreement. If BHMP GP and REIT TRS are unable to mutually agree upon an Independent Arbitrator, then BHMP GP and REIT TRS shall not each select a third party arbitrator, and the two arbitrators so selected will mutually agree upon the Independent Arbitrator, which Person shall be the Independent Arbitrator that resolves any issues submitted pursuant to this Section 2.2(c)(ii). If issues are submitted to the Independent Arbitrator for resolution, (A) BHMP GP and REIT TRS shall furnish or cause to be furnished to the Independent Arbitrator such documents and information relating to the disputed issues as the Independent Arbitrator may reasonably request and are available to such Party or its agents and shall be afforded the opportunity to present to the Independent Arbitrator any material relating to the disputed issues and to discuss such disputed issues with the Independent Arbitrator; (B) the determination by the Independent Arbitrator, as set forth in excess a notice to be delivered to both BHMP GP and REIT TRS within thirty (30) calendar days of the higher, nor less than submission to the lower, Independent Arbitrator of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest errorissues remaining in dispute, the Valuation Firm’s final written determination shall be final, binding and conclusive on the Parties and (if necessary) shall be used in calculation of the BHMP Fees and Expenses that shall be binding upon WCAS, and conclusive on the Put Sellers or Call Sellers, as applicable, Parties for all purposes under this Agreement; and Walgreens. WCAS (C) BHMP GP and Walgreens will share equally REIT TRS shall each bear 50% of the fees and expenses costs of the Valuation FirmIndependent Arbitrator with respect to any such determination. In no event may the Independent Arbitrator assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party.

Dispute Resolution Procedures. If at The Buyer shall have until thirty (30) days from the end of Closing Date to review the Call Resolution Period Closing Date Balance Sheet (and the Closing Date Net Asset Value calculation set forth therein) and the Cash Statement (and the Net Cash Amount calculation set forth therein) and propose any adjustments thereto. All adjustments proposed by the Buyer shall be set out in detail in a written statement delivered to the Seller (an “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet or the Put Resolution PeriodCash Statement, as applicable, WCAS unless the Seller shall object in writing to such proposed adjustments within fifteen (15) days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which the Seller objects are referred to herein as the “Contested Adjustments” and Walgreens the objection notice is referred to herein as the “Contested Adjustment Notice”). In the case of any Contested Adjustment relating to specifically identified obsolete or slow moving inventory, the Seller shall have been unable the right to take full ownership of such inventory, and the Closing Date Balance Sheet shall be adjusted accordingly by reducing the book value of such inventory as included within such Closing Date Balance Sheet and specifically itemized in the Company’s inventory records. If the Seller delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a “Contested Adjustment Dispute”) regarding the Contested Adjustments, but if a final resolution thereof is not obtained within fifteen (15) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any differences that they may have remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested by either party to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than thirty (30) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the determination of the applicable Exercise PriceContested Adjustments, together with such supporting documentation as specified in a Call Objection they deem necessary or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firmIndependent Accountant reasonably requests, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as (B) the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm Independent Accountant shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firmreceiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final and binding on, and non-appealable by, the Parties. The Independent Accountant’s engagement and (ii) prepare decision shall be limited to providing a final calculation resolution of the Exercise Price. With respect to each such unresolved matterContested Adjustments, as calculated by the Valuation Firm’s determinationIndependent Accountant in its sole discretion based on the submission by the parties of documentation and information contemplated in this paragraph, if not in accordance together with the position of either disputing party, shall not be in excess amount of the higher, nor less than Closing Date Net Asset Value and/or the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call SellersNet Cash Amount, as applicable, and Walgreenstaking into account the resolution of such Contested Adjustments, which amount shall be set forth in a certificate delivered to the parties by the Independent Accountant. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant related to the resolution of Contested Adjustments shall be paid by the following Party: (1) if any of the Contested Adjustments relate to the Closing Date Net Asset Value, the Party whose estimate of the Closing Date Net Asset Value is farthest from the Independent Accountant’s calculation of Closing Date Net Asset Value and (2) otherwise, by the Party whose estimate of the Net Cash Amount is farthest from the Independent Accountant’s calculation of the Net Cash Amount. The Closing Date Balance Sheet and the Cash Statement shall be deemed to include all proposed adjustments of the Buyer not disputed by the Seller, and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at the end of the Call Resolution Period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use If the Seller Representative disagrees with Buyer’s calculation of the Purchase Price or any component thereof, including the calculation of the aggregate amount of the Cash and Cash Equivalents of Panadero Corp and its commercially reasonably efforts Subsidiaries, the calculation of the aggregate amount of Indebtedness of Panadero Corp and its Subsidiaries, Net Working Capital, or Transaction Expenses as set forth in the Closing Statement delivered pursuant to render its final written determination Section 1.6(b), the Seller Representative may, within thirty (30) days after delivery of the Closing Statement, deliver a notice to Buyer providing reasonable detail of the reasons for such firm’s engagement disagreement and setting forth the Sellers’ calculation of the items and amounts in dispute. Any such notice of disagreement shall specify all items or amounts as to which the Seller Representative disagrees, and the Seller Representative shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) prepare If a notice of disagreement shall be properly delivered pursuant to Section 1.6(c)(i), the Seller Representative and Buyer shall, during the fifteen (15) days following such delivery, negotiate in good faith to reach written agreement on the disputed items or amounts. The matters set forth in any written resolution executed by the Seller Representative and Buyer shall be final and binding on the parties on the date of such written resolution. If the Seller Representative and Buyer are unable to reach such agreement during such fifteen (15) day period, they shall promptly (and in any event, within thirty (30) days) thereafter submit any matters in dispute to ▇▇▇▇▇▇▇ & Marsal or, if such firm declines to act, another nationally recognized public accounting firm mutually agreed upon by Buyer and the Seller Representative (the “Valuation Firm”) for resolution. (iii) The Valuation Firm shall make a final calculation and binding determination with respect to the computation of the Exercise Purchase Price. With respect , including each of the components thereof, to each the extent such unresolved matteramounts are in dispute, the Valuation Firm’s determination, if not in accordance with the position guidelines and procedures set forth in this Agreement and on Exhibit C. Buyer and the Seller Representative shall cooperate with the Valuation Firm during the term of either disputing party, its engagement and shall not be in excess use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the higherPurchase Price, nor including each of the components thereof, as soon as practicable. The Valuation Firm shall consider only those items and amounts in Buyer’s and the Seller Representative’s respective calculations of the Purchase Price, including each of the components thereof, that are identified as being items and amounts to which Buyer and the Seller Representative have been unable to agree. In resolving any disputed item, the Valuation Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the lower, of the amounts advocated smallest value for such item claimed by the disputing parties with respect theretoeither party. Except for the case of fraud or manifest error, the The Valuation Firm’s final written determination of the Purchase Price, including each of the components thereof, shall be finalbased solely on written materials submitted by Buyer and the Seller Representative (i.e., not on independent review) and on the definitions included herein. The determination of the Valuation Firm shall be conclusive and binding upon WCAS, the Put Sellers parties hereto and shall not be subject to appeal or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees further review. (iv) The costs and expenses of the Valuation Firm in determining the Purchase Price, including each of the components thereof, shall be borne by Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if Buyer claims the Purchase Price is one thousand dollars ($1,000) less than the amount determined by the Seller Representative, and the Seller Representative contests only five hundred dollars ($500) of the amount claimed by Buyer, and if the Valuation Firm ultimately resolves the dispute by awarding Buyer three hundred dollars ($300) of the five hundred dollars ($500) contested, then the costs and expenses of the Valuation Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to the Seller Representative and forty percent (40%) (i.e., 200 ÷ 500) to Buyer. Prior to the Valuation Firm.’s determination of the Purchase Price, (i) Buyer, on the one hand, and the Seller Representative (on behalf of the Sellers), on the other hand, shall each pay fifty percent (50%) of any retainer paid to the Valuation Firm and (ii) during the engagement of the Valuation Firm, the Valuation Firm will ▇▇▇▇ fifty percent

Dispute Resolution Procedures. If at The Seller shall have until thirty (30) days after the end delivery of the Call Resolution Period Closing Date Net Working Capital calculation to review such calculation and propose any adjustments thereto. The Purchaser shall provide such other documentation as is reasonably requested by the Seller. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the Put Resolution Period"Contested Adjustments" and the Purchaser's objection notice is referred to herein as the "Contested Adjustment Notice") within ten (10) days of delivery by the Seller to the Purchaser of the Adjustment Statement. If the Purchaser delivers a Contested Adjustment Notice to the Seller, as applicable, WCAS the Purchaser and Walgreens have been unable the Seller shall use reasonable efforts to resolve any differences that they may have with respect their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the determination of Seller said Contested Adjustment Notice, the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they Purchaser and the Seller shall refer all such matters that remain in dispute (the “Unresolved Matters”) to promptly retain a nationally recognized independent accounting firm jointly selected by them acceptable to both the Seller and the Purchaser (the “Valuation Firm”), with WCAS acting on behalf "Independent Accountant") to resolve any remaining disputes concerning the Contested Adjustments. Either the Seller or the Purchaser may retain the Independent Accountant upon the expiration of the Put Sellers or Call Sellers, as the case may besuch 10-day period. If WCAS and Walgreens are unable to agree upon the Valuation FirmIndependent Accountant is retained, then each such party shall select a nationally recognized independent accounting firm, (i) the Seller and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens Purchaser shall each sign terms of engagement which reflect such terms as agreed by submit to the Valuation Firm solely for the purpose of determining the Exercise Price Independent Accountant in writing not later than fifteen (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (1015) Business Days days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Seller and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated Purchaser and all supplementary supporting documentation requested by the disputing parties with respect thereto. Except for Independent Accountant, render its decision as to the case of fraud or manifest errorContested Adjustments, the Valuation Firm’s final written determination which decision shall be final, conclusive final and binding upon WCASon, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm.and

Dispute Resolution Procedures. If at The Buyer and the end Seller shall have until ten (10) days after the delivery of the Call Resolution Period or Closing Date Net Working Capital calculation prepared by the Put Resolution Period, as applicable, WCAS Independent Accountant to review the calculation set forth therein and Walgreens have been unable to resolve propose any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may beadjustments thereto. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms All adjustments proposed by the Valuation Firm Buyer or the Seller shall be set out in detail in a written statement delivered to the other Party and the Independent Accountant (including without limitation its feesan "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on unless the relevant terms, WCAS and Walgreens other Party shall each sign terms of engagement which reflect object in writing to such terms as agreed by proposed adjustments to the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm proposing Party within ten (10) Business Days days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which either Party objects are referred to herein as the "Contested Adjustments" and the objection notice is referred to herein as the "Contested Adjustment Notice"). If either Party delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a "Contested Adjustment Dispute") regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the end of the Call Resolution Period or Put Resolution PeriodIndependent Accountant is retained for such purpose, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and to what extent (B) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to within ten (i) use its commercially reasonably efforts to render its final written determination within thirty (3010) days after such firm’s engagement receiving the positions of both the Buyer and (ii) prepare a the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation and binding on, and non-appealable by, the Parties. Each of the Exercise Price. With respect to each such unresolved matter, Seller and the Valuation Firm’s determination, if not in accordance with the position Buyer shall pay fifty percent (50%) of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation FirmIndependent Accountant related to the preparation and delivery of a Closing Date Balance Sheet and the calculation of the Closing Date Net Working Capital. The fees and expenses of the Independent Accountant related to the resolution of Contested Adjustments shall be paid by the Party whose estimate of the Closing Date Net Working Capital is farthest from the Independent Accountant's final calculation of the Closing Date Net Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Working Capital calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by either Party and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. (i) If at the end Sellers disagree with Buyer’s calculation of the Call Resolution Period Purchase Price or any component thereof, including the Put Resolution Periodcalculation of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, in each case as applicableset forth in the Closing Statement delivered pursuant to Section 3.02(a), WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination Sellers may, within 45 days after receipt of the applicable Exercise PriceClosing Statement, deliver a notice to Buyer providing reasonable detail of the reasons for such disagreement and setting forth Sellers’ reasonably detailed calculation of the items and amounts in dispute, together with reasonably detailed supporting documentation. Any such notice of disagreement shall specify all items or amounts as specified to which Sellers disagree, and Sellers shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) If a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) notice of disagreement is delivered pursuant to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”Section 3.02(b)(i), with WCAS acting on behalf of Sellers and Buyer shall, during the Put Sellers or Call Sellers30 days following such delivery, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act negotiate in good faith to agree uponreach written agreement on the disputed items or amounts. The matters set forth in any written resolution executed by each Seller and Buyer shall be final and binding on the parties on the date of such written resolution. (iii) If Sellers and Buyer are unable to reach such agreement during such 30-day period, as soon as reasonably practicableSellers, the terms on which the Valuation Firm shall act upon written notice to Buyer, or Buyer, upon written notice to Sellers, may promptly (and for these purposes acting in good faith shall include agreeing any event, within 15 days) thereafter submit any matters in dispute to any commercially reasonable terms proposed an independent accounting firm of international reputation to be mutually agreed to by the Valuation Firm (including without limitation its fees, costs Sellers and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price Buyer (the “Terms Independent Accountant”) for resolution, who shall act as an accounting expert and not as an arbitrator. Within 15 days after the date of Engagementengagement of the Independent Accountant, Sellers and ▇▇▇▇▇ shall each deliver a statement to the Independent Accountant (and copying the other party) setting forth their positions on the matters in dispute (each, a “Dispute Statement”). If WCAS Within 15 days after receipt of such Dispute Statement, Sellers and Walgreens fail ▇▇▇▇▇ may deliver one statement of rebuttal to agree the other party’s Dispute Statement to the Independent Accountant (and copying the other party) (each, a “Rebuttal Statement”). The Independent Accountant may submit questions in writing to Sellers and Buyer during its review, and Sellers and Buyer shall copy the other party on Terms of Engagement for any responses to such questions. Unless mutually agreed by ▇▇▇▇▇▇▇ and Buyer, other than the Valuation Firm within ten Dispute Statements, Rebuttal Statements (10if any) Business Days after and written responses to the end Independent Accountant’s questions (if any), Sellers and Buyer shall make no other submissions, statements or assertions to the Independent Accountant following its engagement. The Independent Accountant shall deliver to Sellers and Buyer, as promptly as practicable (but in no event later than 15 days from the date of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form Independent Accountant’s receipt of the Valuation Firm’s terms last Rebuttal Statement), a written report as to the resolution of engagement as proposed each disputed item, accompanied by a certificate of the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts Independent Accountant that it reached such determination in valuation and not as arbitrators, determine, on a basis consistent accordance with the requirements terms of this Agreement, including the Accounting Methodology, the Net Working Capital Schedule and the definitions as provided in this Agreement. Such report shall be final and binding on the parties and shall not be subject to further review or appeal (absent manifest arithmetical error). The Independent Accountant shall consider only with respect those items and amounts in Sellers’ and Buyer’s respective calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, that were disputed within Sellers’ notice of disagreement and that the parties identify as being items and amounts to which Sellers and Buyer have still been unable to agree. The Independent Accountant’s determination of any disputed item shall be (A) based solely on (1) the Dispute Statements, the Rebuttal Statements, and written responses to the unresolved matters so submittedIndependent Accountant’s questions submitted by Sellers and Buyer (or by in-person telephonic conferences if mutually agreed by Sellers, whether Buyer and the Independent Accountant) and not by independent review, and (2) the Accounting Methodology, the Net Working Capital Schedule and the definitions included in this Agreement and (B) within the range of the amounts proposed by ▇▇▇▇▇▇▇ and Buyer. Until the calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, including each of the components thereof, have been finally determined pursuant hereto, neither Sellers nor Buyer shall, without the prior consent of Buyer (in the case of Sellers) or Sellers (in the case of Buyer) (x) have any ex parte conversations or meetings with the Independent Accountant or (y) engage, other than in the Ordinary Course, the Independent Accountant or any of its Affiliates to what extent perform any new services other than as Independent Accountant pursuant hereto. Sellers and ▇▇▇▇▇ each agree to execute a reasonable engagement letter, if such letter is required by the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant. The costs and expenses of the Independent Accountant shall be borne by Sellers, as applicableon the one hand, requires adjustment and Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the Exercise Price. WCAS amounts actually contested by such party; provided that any initial engagement fee shall be borne 50% each by Sellers, on the one hand, and Walgreens Buyer, on the other hand, and such amount shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not be adjusted in accordance with the position of either disputing party, shall not be in excess immediately preceding clause after determination of the higher, nor less than the lower, actual percentage. (iv) The Closing Statement (and each of the amounts advocated by components thereof) shall become final and binding on the disputing parties (A) with respect thereto. Except for to any Estimated Closing Statement deemed to be the case Closing Statement pursuant to the last sentence of fraud Section 3.02(a), on the 91st day following the Closing Date, or manifest error(B) in all other cases, (1) on the 46th day following the delivery of the Closing Statement if a notice of disagreement has not been delivered to Buyer by Sellers, (2) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.02(b)(ii), on the date such resolution is executed, if all outstanding matters are resolved through such resolution or (3) with such changes as are necessary to reflect the Independent Accountant’s resolution of the matters in dispute (together with any changes necessary to reflect matters previously resolved pursuant to any written resolution executed pursuant to Section 3.02(b)(ii) and any matters not disputed pursuant to a notice of disagreement), on the date the Independent Accountant delivers its final, binding resolution pursuant to Section 3.02(b)(iii) (the Closing Statement in such final and binding form, a “Final Closing Statement”, and the Purchase Price set forth in such Final Closing Statement, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm“Final Purchase Price”).

Dispute Resolution Procedures. If at Either Party may within the end time periods set forth herein, and with the cooperation of the Call Resolution Period or the Put Resolution Periodother Party, as applicable, WCAS and Walgreens have been unable to resolve any differences request that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute H▇▇▇▇▇▇ & White LLP (the “Unresolved MattersIndependent Accountant”) to a nationally recognized independent accounting firm jointly selected by them (review this Agreement, the “Valuation Firm”)disputed items, with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firmapplicable Milestone Dispute Notice, and those two firms will mutually agree on a third nationally recognized independent accounting firmall other notices provided by Buyer, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period Seller or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of Escrow Agent under this Agreement, and only with respect the financial information related to Buyer or otherwise applicable to the unresolved matters so submittedcalculations provided for under Exhibit A. Each of the Buyer and the Seller agrees to execute, whether if requested by the Independent Accountant, a reasonable engagement letter. The Buyer and to what extent the Call Exercise Price Notice or Put Exercise Price NoticeSeller shall cooperate with the Independent Accountant and promptly provide all documents, as applicablefinancial and other information requested by the Independent Accountant. In determining a resolution of the Dispute, requires adjustment to the Exercise Price. WCAS and Walgreens Independent Accountant shall instruct the Valuation Firm to (i) use its commercially reasonably efforts act as an expert and not as an arbitrator and (ii) be empowered and authorized only to render its final written determination within decide those items or amounts to which the Buyer and Seller disagree in their Milestone Dispute Notice, subject to amendments to the same to the extent such amendments have been approved by the other Party in writing, which approval shall not be unreasonably withheld. The Independent Accountant shall deliver to the Buyer and the Seller, as promptly as practicable (but in any case no later than thirty (30) days after such firm’s from the date of engagement and of the Independent Accountant), a written report (iithe “Independent Report”) prepare a final setting forth its calculation of the Exercise Price. With respect Escrow Property to be released to Seller, based solely (and not based, in whole or in part, on any independent investigation) on (A) the definitions and other applicable provisions of this Agreement and Exhibit A, (B) a single written presentation submitted by each such unresolved matterof the Buyer and the Seller, the Valuation Firm’s determinationwhich may be modified from time to time by mutual approval of Buyer and Seller, if not which in accordance with the position of either disputing partycase, shall not be in excess unreasonably withheld, during the course of the higherIndependent Account’s review, nor less than as applicable (which presentations and modifications the lower, Independent Accountant shall be instructed to distribute to the Buyer and the Seller upon receipt of both such presentations or any such modifications) and (C) one written response of each of the Buyer and the Seller to each such presentation so submitted (which the Independent Accountant shall be instructed to distribute to the Buyer and the Seller upon receipt of such responses). In resolving the Dispute and the amounts advocated of the applicable Escrow Property to be released to Seller, the Independent Accountant shall be bound by the disputing parties with respect theretoprovisions of this Agreement (and not by independent review). Except for the case of fraud or The Independent Accountant’s report, absent manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCASthe Buyer and the Seller, shall be deemed a final award that is binding on the Buyer and the Seller, and none of the Buyer nor the Seller shall seek further recourse to courts or other tribunals, other than to enforce the determination of the Independent Report, in which case, the Put Sellers or Call Sellers, as applicable, party seeking such enforcement shall be entitled to recover from the other party its reasonable attorney’s fees and Walgreenscosts in connection with seeking such enforcement. WCAS and Walgreens will share equally the Judgment may be entered to enforce such report in any court of competent jurisdiction. The fees and expenses of the Valuation Firmreview and report by the Independent Accountant shall be borne by the Party or Parties as determined by the Independent Accountant, based on the relative merits of their respective positions in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountant at the time of the determination of such Independent Accountant is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each Party incurred in connection with the preparation or review of any Milestone Dispute Notice, as applicable, shall be borne by such Party.

Dispute Resolution Procedures. If at The Seller shall have until fifteen (15) business days after the end delivery of the Call Resolution Period Closing Date Balance Sheet and accompanying calculations to review such calculations and propose any adjustments thereto. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the "Adjustment Statement") and shall be incorporated into the Closing Date Net Current Asset Value calculation, unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which the Put Resolution PeriodPurchaser objects are referred to herein as the "Contested Adjustments" and the Purchaser's objection notice is referred to herein as the "Contested Adjustment Notice") within fifteen (15) business days of delivery by the Seller to the Purchaser of the Adjustment Statement. If the Purchaser delivers a Contested Adjustment Notice to the Seller, as applicable, WCAS the Purchaser and Walgreens have been unable the Seller shall use reasonable efforts to resolve any differences that they may have with respect their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after the Purchaser delivers to the determination of Seller said Contested Adjustment Notice, the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they Purchaser and the Seller shall refer all such matters that remain in dispute (the “Unresolved Matters”) to promptly retain a nationally recognized independent accounting firm jointly selected by them acceptable to both the Seller and the Purchaser (the “Valuation Firm”), with WCAS acting on behalf "Independent Accountant") to resolve any remaining disputes concerning the Contested Adjustments. Either the Seller or the Purchaser may retain the Independent Accountant upon the expiration of the Put Sellers or Call Sellers, as the case may besuch ten-day period. If WCAS and Walgreens are unable to agree upon the Valuation FirmIndependent Accountant is retained, then each such party shall select a nationally recognized independent accounting firm, (i) the Seller and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens Purchaser shall each sign terms of engagement which reflect such terms as agreed by submit to the Valuation Firm solely for the purpose of determining the Exercise Price Independent Accountant in writing not later than fifteen (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (1015) Business Days days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Seller and (ii) prepare a the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Seller and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoPurchaser. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be shared equally by the Seller and the Purchaser. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation of the Closing Date Net Current Asset Value (the "Settlement Amount Certificate"), which shall include all adjustments proposed by the Seller not disputed by the Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at Parent shall have until five (5) days after the end delivery of the Call Resolution Period or the Put Resolution PeriodClosing Date Working Capital calculation, as applicable, WCAS to review such calculation and Walgreens have been unable to resolve propose any differences that they may have with respect to the determination of the applicable Exercise Price, as specified adjustments thereto. All adjustments proposed by Parent shall be set out in detail in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute written statement delivered to Purchaser (the “Unresolved MattersAdjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the “Contested Adjustments” and Purchaser’s objection notice is referred to herein as the “Contested Adjustment Notice”) within five (5) days of delivery by Parent to Purchaser of the Adjustment Statement. If Purchaser delivers a Contested Parent Adjustment Notice to Parent, Purchaser and Parent shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within five (5) days after Purchaser delivers to Parent said Contested Adjustment Notice, either Purchaser or Parent may retain for the benefit of all the parties hereto a nationally recognized independent accounting firm jointly selected by them acceptable to both Parent and Purchaser (the “Valuation FirmIndependent Accountant”), with WCAS acting on behalf of ) to resolve any remaining disputes concerning the Put Sellers or Call Sellers, as the case may beContested Adjustments. If WCAS and Walgreens are unable to agree upon the Valuation FirmIndependent Accountant is retained, then each such party shall select a nationally recognized independent accounting firm, (i) Parent and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens Purchaser shall each sign terms of engagement which reflect such terms as agreed by submit to the Valuation Firm solely for the purpose of determining the Exercise Price Independent Accountant in writing not later than five (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (105) Business Days days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both Parent and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated Purchaser and all supplementary supporting documentation requested by the disputing parties with respect thereto. Except for Independent Accountant, render its decision as to the case of fraud or manifest errorContested Adjustments, the Valuation Firm’s final written determination which decision shall be final, conclusive final and binding upon WCAS, the Put Sellers or Call Sellers, as applicableon, and Walgreensnonappealable by, Parent and Purchaser. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the Closing Date Working Capital is furthest from the Independent Accountant’s calculation of the Closing Date Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. (i) If at the end Sellers disagree with Buyer’s calculation of the Call Resolution Period Purchase Price or any component thereof, including the Put Resolution Periodcalculation of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, in each case as applicableset forth in the Closing Statement delivered pursuant to Section 3.02(a), WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination Sellers may, within 45 days after receipt of the applicable Exercise PriceClosing Statement, deliver a notice to Buyer providing reasonable detail of the reasons for such disagreement and setting forth Sellers’ reasonably detailed calculation of the items and amounts in dispute, together with reasonably detailed supporting documentation. Any such notice of disagreement shall specify all items or amounts as specified to which Sellers disagree, and Sellers shall be deemed to have agreed with all other items and amounts, and the calculation thereof, set forth in the Closing Statement. (ii) If a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) notice of disagreement is delivered pursuant to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”Section 3.02(b)(i), with WCAS acting on behalf of Sellers and Buyer shall, during the Put Sellers or Call Sellers30 days following such delivery, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act negotiate in good faith to agree uponreach written agreement on the disputed items or amounts. The matters set forth in any written resolution executed by each Seller and Buyer shall be final and binding on the parties on the date of such written resolution. (iii) If Sellers and Buyer are unable to reach such agreement during such 30-day period, as soon as reasonably practicableSellers, the terms on which the Valuation Firm shall act upon written notice to Buyer, or Buyer, upon written notice to Sellers, may promptly (and for these purposes acting in good faith shall include agreeing any event, within 15 days) thereafter submit any matters in dispute to any commercially reasonable terms proposed an independent accounting firm of international reputation to be mutually agreed to by the Valuation Firm (including without limitation its fees, costs Sellers and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price Buyer (the “Terms Independent Accountant”) for resolution, who shall act as an accounting expert and not as an arbitrator. Within 15 days after the date of Engagementengagement of the Independent Accountant, Sellers and B▇▇▇▇ shall each deliver a statement to the Independent Accountant (and copying the other party) setting forth their positions on the matters in dispute (each, a “Dispute Statement”). If WCAS Within 15 days after receipt of such Dispute Statement, Sellers and Walgreens fail B▇▇▇▇ may deliver one statement of rebuttal to agree the other party’s Dispute Statement to the Independent Accountant (and copying the other party) (each, a “Rebuttal Statement”). The Independent Accountant may submit questions in writing to Sellers and Buyer during its review, and Sellers and Buyer shall copy the other party on Terms of Engagement for any responses to such questions. Unless mutually agreed by S▇▇▇▇▇▇ and Buyer, other than the Valuation Firm within ten Dispute Statements, Rebuttal Statements (10if any) Business Days after and written responses to the end Independent Accountant’s questions (if any), Sellers and Buyer shall make no other submissions, statements or assertions to the Independent Accountant following its engagement. The Independent Accountant shall deliver to Sellers and Buyer, as promptly as practicable (but in no event later than 15 days from the date of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form Independent Accountant’s receipt of the Valuation Firm’s terms last Rebuttal Statement), a written report as to the resolution of engagement as proposed each disputed item, accompanied by a certificate of the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts Independent Accountant that it reached such determination in valuation and not as arbitrators, determine, on a basis consistent accordance with the requirements terms of this Agreement, including the Accounting Methodology, the Net Working Capital Schedule and the definitions as provided in this Agreement. Such report shall be final and binding on the parties and shall not be subject to further review or appeal (absent manifest arithmetical error). The Independent Accountant shall consider only with respect those items and amounts in Sellers’ and Buyer’s respective calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, that were disputed within Sellers’ notice of disagreement and that the parties identify as being items and amounts to which Sellers and Buyer have still been unable to agree. The Independent Accountant’s determination of any disputed item shall be (A) based solely on (1) the Dispute Statements, the Rebuttal Statements, and written responses to the unresolved matters so submittedIndependent Accountant’s questions submitted by Sellers and Buyer (or by in-person telephonic conferences if mutually agreed by Sellers, whether Buyer and the Independent Accountant) and not by independent review, and (2) the Accounting Methodology, the Net Working Capital Schedule and the definitions included in this Agreement and (B) within the range of the amounts proposed by S▇▇▇▇▇▇ and Buyer. Until the calculations of Closing Cash, Closing Working Capital, Closing Debt, Approved Acquisition Amount, Divestiture Transaction Amount, Closing Transaction Expenses and Restricted Cash Shortfall, including each of the components thereof, have been finally determined pursuant hereto, neither Sellers nor Buyer shall, without the prior consent of Buyer (in the case of Sellers) or Sellers (in the case of Buyer) (x) have any ex parte conversations or meetings with the Independent Accountant or (y) engage, other than in the Ordinary Course, the Independent Accountant or any of its Affiliates to what extent perform any new services other than as Independent Accountant pursuant hereto. Sellers and B▇▇▇▇ each agree to execute a reasonable engagement letter, if such letter is required by the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant. The costs and expenses of the Independent Accountant shall be borne by Sellers, as applicableon the one hand, requires adjustment and Buyer, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the Exercise Price. WCAS amounts actually contested by such party; provided that any initial engagement fee shall be borne 50% each by Sellers, on the one hand, and Walgreens Buyer, on the other hand, and such amount shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not be adjusted in accordance with the position of either disputing party, shall not be in excess immediately preceding clause after determination of the higher, nor less than the lower, actual percentage. (iv) The Closing Statement (and each of the amounts advocated by components thereof) shall become final and binding on the disputing parties (A) with respect thereto. Except for to any Estimated Closing Statement deemed to be the case Closing Statement pursuant to the last sentence of fraud Section 3.02(a), on the 91st day following the Closing Date, or manifest error(B) in all other cases, (1) on the 46th day following the delivery of the Closing Statement if a notice of disagreement has not been delivered to Buyer by Sellers, (2) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 3.02(b)(ii), on the date such resolution is executed, if all outstanding matters are resolved through such resolution or (3) with such changes as are necessary to reflect the Independent Accountant’s resolution of the matters in dispute (together with any changes necessary to reflect matters previously resolved pursuant to any written resolution executed pursuant to Section 3.02(b)(ii) and any matters not disputed pursuant to a notice of disagreement), on the date the Independent Accountant delivers its final, binding resolution pursuant to Section 3.02(b)(iii) (the Closing Statement in such final and binding form, a “Final Closing Statement”, and the Purchase Price set forth in such Final Closing Statement, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation Firm“Final Purchase Price”).

Dispute Resolution Procedures. If at The Buyer shall have until forty-five (45) days after the end delivery of the Call Resolution Period Closing Date Net Asset Value calculation to review the calculation set forth therein and propose any adjustments thereto. All adjustments proposed by the Buyer shall be set out in detail in a written statement delivered to the Seller (an “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet unless the Seller shall object in writing to such proposed adjustments within fifteen (15) days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which the Put Resolution PeriodSeller objects are referred to herein as the “Contested Adjustments” and the objection notice is referred to herein as the “Contested Adjustment Notice”). If the Seller delivers a Contested Adjustment Notice, as applicable, WCAS the Seller and Walgreens have been unable the Buyer shall attempt in good faith to resolve their dispute (a “Contested Adjustment Dispute”) regarding the Contested Adjustments, but if a final resolution thereof is not obtained within fifteen (15) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any differences that they may have remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than thirty (30) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the determination of the applicable Exercise PriceContested Adjustments, together with such supporting documentation as specified in a Call Objection they deem necessary or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firmIndependent Accountant reasonably requests, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as (B) the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm Independent Accountant shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only with respect to the unresolved matters so submitted, whether and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Buyer and (ii) prepare a the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation and binding on, and non-appealable by, the Parties. The decision of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, Independent Accountant shall not be in excess also include a certificate of the higher, nor less than Independent Accountant setting forth the lower, final Closing Date Net Asset Value calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments of the amounts advocated Buyer not disputed by the disputing parties with respect theretoSeller and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant related to the resolution of Contested Adjustments shall be shared equally by the Seller Entities on one hand and the Buyer on the other hand.

Dispute Resolution Procedures. If at The Stockholders shall have until thirty (30) days after the end delivery of the Call Resolution Period or Closing Date Working Capital calculation, to review such calculation and propose any adjustments thereto. All adjustments proposed by the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect to the determination of the applicable Exercise Price, as specified Stockholders shall be set out in detail in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute written statement delivered to Purchaser (the “Unresolved MattersAdjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless Purchaser shall object in writing to a nationally recognized independent accounting firm jointly selected by them such proposed adjustments (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers proposed adjustment or Call Sellers, as the case may be. If WCAS and Walgreens adjustments to which Purchaser objects are unable referred to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve herein as the “Valuation FirmContested Adjustments” and Purchaser’s objection notice is referred to herein as the “Contested Adjustment Notice”) within thirty (30) days of delivery by the Stockholders to Purchaser of the Adjustment Statement. WCAS If Purchaser delivers a Contested Adjustment Notice to the Stockholders, Purchaser and Walgreens the Stockholders shall act attempt in good faith to agree uponresolve their dispute regarding the Contested Adjustments, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm but if a final resolution thereof is not obtained within ten (10) Business Days days after Purchaser delivers to the Stockholders said Contested Adjustment Notice, either Purchaser or the Stockholders may retain for the benefit of all the parties hereto the Arbitration Firm to resolve any remaining disputes concerning the Contested Adjustments. If the Arbitration Firm is retained, then (A) the Stockholders and Purchaser shall each submit to the Arbitration Firm in writing not later than fifteen (15) days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Arbitration Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Arbitration Firm requests, and to what extent (B) the Call Exercise Price Notice or Put Exercise Price NoticeArbitration Firm shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Stockholders and (ii) prepare a final calculation of Purchaser and all supplementary supporting documentation requested by the Exercise Price. With respect Arbitration Firm, render its decision as to each such unresolved matter, the Valuation Firm’s determination, if not in accordance with Contested Adjustments by accepting the position of either disputing partythe Stockholders or Purchaser, which decision shall not be in excess of the higherfinal and binding on, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest errorand nonappealable by, the Valuation Firm’s final written determination shall be final, conclusive Stockholders and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and WalgreensPurchaser. WCAS and Walgreens will share equally the The fees and expenses of the Valuation Arbitration Firm shall be paid by the party whose position is not accepted by the Arbitration Firm’s calculation of the Closing Date Working Capital. The decision of the Arbitration Firm shall also include a certificate of the Arbitration Firm setting forth the final Closing Date Working Capital calculation (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Purchaser and those adjustments accepted by the decision of the Arbitration Firm in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at The Sellers shall have until thirty (30) days after the end delivery of the Call Resolution Period or 2004 Gross Field Profit calculation to review such calculations and propose any adjustments thereto. All adjustments proposed by the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences that they may have with respect Sellers shall be set out in detail in a written statement delivered to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute Purchaser (the “Unresolved MattersGross Field Profit Adjustment Statement”) and shall be incorporated into the calculation of the 2004 Gross Field Profit, unless the Purchaser shall object in writing to a nationally recognized independent accounting firm jointly selected by them such proposed adjustments (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers proposed adjustment or Call Sellers, as the case may be. If WCAS and Walgreens adjustments to which Purchaser objects are unable referred to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve herein as the “Valuation FirmGross Field Profit Contested Adjustments” and the Purchaser’s objection notice is referred to herein as the “Gross Field Profit Contested Adjustment Notice”) within thirty (30) days of delivery by the Sellers to the Purchaser of the Gross Field Profit Adjustment Statement. WCAS If the Purchaser delivers a Gross Field Profit Contested Adjustment Notice to the Seller, the Purchaser and Walgreens the Sellers shall act attempt in good faith to agree uponresolve their dispute regarding the Gross Field Profit Contested Adjustments, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm but if a final resolution thereof is not obtained within ten (10) Business Days days after the end Purchaser delivers to the Sellers said Gross Field Profit Contested Adjustment Notice, either the Purchaser or the Sellers may retain for the benefit of all the Call Resolution Period or Put Resolution Periodparties the Independent Accountant to resolve any remaining disputes concerning the Gross Field Profit Contested Adjustments. If the Independent Accountant is retained, as applicable, WCAS then (i) the Sellers and Walgreens agree that the Purchaser shall each of them shall execute submit to the standard form of Independent Accountant in writing not later than fifteen (15) days after the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedGross Field Profit Contested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and to what extent (ii) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement receiving the positions of both the Sellers and (ii) prepare a the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Gross Field Profit Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Sellers and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoPurchaser. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the calculation in question is furthest from the Independent Accountant’s estimate of the calculation in question. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final calculation of the 2004 Gross Field Profit (the “Gross Field Profit Settlement Amount Certificate”). The calculation of the 2004 Gross Field Profit shall be deemed to include all proposed adjustments not disputed by the Purchaser and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Gross Field Profit Contested Adjustments.

Dispute Resolution Procedures. If at The Buyer and the end Seller shall have until ten (10) days after the delivery of the Call Resolution Period or Closing Date Net Working Capital calculation prepared by the Put Resolution Period, as applicable, WCAS Independent Accountant to review the calculation set forth therein and Walgreens have been unable to resolve propose any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may beadjustments thereto. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms All adjustments proposed by the Valuation Firm Buyer or the Seller shall be set out in detail in a written statement delivered to the other Party and the Independent Accountant (including without limitation its feesan “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on unless the relevant terms, WCAS and Walgreens other Party shall each sign terms of engagement which reflect object in writing to such terms as agreed by proposed adjustments to the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm proposing Party within ten (10) Business Days days of delivery of the Adjustment Statement (the proposed adjustment or adjustments to which either Party objects are referred to herein as the “Contested Adjustments” and the objection notice is referred to herein as the “Contested Adjustment Notice”). If either Party delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a “Contested Adjustment Dispute”) regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the end of the Call Resolution Period or Put Resolution PeriodIndependent Accountant is retained for such purpose, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and to what extent (B) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to within ten (i) use its commercially reasonably efforts to render its final written determination within thirty (3010) days after such firm’s engagement receiving the positions of both the Buyer and (ii) prepare a the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation and binding on, and non-appealable by, the Parties. Each of the Exercise Price. With respect to each such unresolved matter, Seller and the Valuation Firm’s determination, if not in accordance with the position Buyer shall pay fifty percent (50%) of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the fees and expenses of the Valuation FirmIndependent Accountant related to the preparation and delivery of a Closing Date Balance Sheet and the calculation of the Closing Date Net Working Capital. The fees and expenses of the Independent Accountant related to the resolution of Contested Adjustments shall be paid by the Party whose estimate of the Closing Date Net Working Capital is farthest from the Independent Accountant’s final calculation of the Closing Date Net Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Working Capital calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by either Party and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at The Sellers shall have until thirty (30) days after the end delivery of the Call Resolution Period Closing Date Balance Sheet and the Closing Date Working Capital calculation, to review such balance sheet and calculation and propose any adjustments thereto. In the event that the Sellers do not provide such a notice of disagreement within such thirty-day (30) period or the Put Resolution Period, as applicable, WCAS and Walgreens have been unable to resolve any differences Sellers affirmatively notify the Purchaser that they may have agree with respect to the determination calculation of the applicable Exercise PriceClosing Date Balance Sheet and the Closing Date Working Capital, as specified in a Call Objection or Put Objection, as applicable, they the Sellers shall refer all such matters that remain in dispute (be deemed to have accepted the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (Closing Date Balance Sheet and the “Valuation Firm”), with WCAS acting on behalf calculation of the Put Sellers or Call SellersClosing Date Working Capital delivered by the Purchaser, as the case may bewhich shall be final, binding and conclusive for all purposes hereunder. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms All adjustments proposed by the Valuation Firm Sellers shall be set out in detail in a written statement delivered to the Purchaser (including without limitation its feesthe "ADJUSTMENT STATEMENT") and shall be incorporated into the Closing Date Balance Sheet and taken into account in the calculation of Closing Date Working Capital, costs unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Purchaser objects are referred to herein as the "CONTESTED ADJUSTMENTS" and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms Purchaser's objection notice is referred to herein as the "CONTESTED ADJUSTMENT NOTICE") within thirty (30) days of engagement which reflect such terms as agreed delivery by the Valuation Firm solely for Sellers to the purpose Purchaser of determining the Exercise Price (the “Terms of Engagement”)Adjustment Statement. If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on Purchaser delivers a basis consistent with the requirements of this Agreement, and only with respect Contested Adjustment Notice to the unresolved matters so submittedSellers, whether the Purchaser and to what extent the Call Exercise Price Notice or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens Sellers shall instruct the Valuation Firm to (i) use its commercially reasonably reasonable efforts to render its resolve their dispute regarding the Contested Adjustments, but if a final written determination resolution thereof is not obtained within thirty (30) days after the Purchaser delivers to the Sellers said Contested Adjustment Notice, the Purchaser and the Sellers shall promptly retain a nationally recognized independent accounting firm (other than PricewaterhouseCoopers LLP), acceptable to both the Sellers and the Purchaser (the "INDEPENDENT ACCOUNTANT") to resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is retained, then (i) the Sellers and the Purchaser shall each submit to the Independent Accountant in writing not later than ten (10) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such firm’s engagement supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) prepare a final calculation the Independent Accountant shall, within thirty (30) days after receiving the positions of both the Exercise Price. With Sellers and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments (and only with respect to each such unresolved matterthe Contested Adjustments), which decision shall be final and binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Sellers and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect thereto. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination Purchaser and shall be final, conclusive and binding upon WCAS, the Put enforceable by Purchaser or Sellers or Call Sellers, as applicable, and Walgreensin any court of competent jurisdiction. WCAS and Walgreens will share equally the The fees and expenses of the Valuation Firm.Independent Accountant shall be paid by the party whose estimate of the Closing Date Working Capital is furthest from the Independent Accountant's calculation of the Closing

Dispute Resolution Procedures. Seller shall have until the 30th day after Buyer delivers to Seller the Closing Date Balance Sheet, the Closing Date Working Capital calculation and the work papers and other documents and data that were used to prepare the same in which to review the Closing Date Balance Sheet and Closing Date Working Capital and propose any adjustments thereto. All adjustments proposed by Seller shall be set out in reasonable detail in a written statement delivered to Buyer (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet and Closing Date Working Capital, unless Buyer objects in writing to such proposed adjustments (the proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and Buyer’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten days after Seller’s delivery of the Adjustment Statement to Buyer. If at the end time of delivery of the Call Resolution Period or Contested Adjustment Notice, Seller and Buyer do not dispute that a sum, net of the Put Resolution Periodeffects of the Contested Adjustments, as applicableis owed by one party to the other pursuant to Section 2.4(d) (an “Interim Payment”), WCAS then the owing party shall pay such Interim Payment within five Business Days thereafter. Buyer’s Contested Adjustment Notice shall provide reasonably specific and Walgreens have been unable detailed objections to, and Buyer’s good faith calculations of, the Contested Adjustments. If Buyer timely delivers a Contested Adjustment Notice to Seller, Buyer and Seller shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution is not obtained within 30 days after Buyer delivers to Seller said timely Contested Adjustment Notice, either Buyer or Seller may at any differences that they may have with respect to time thereafter retain for the determination benefit of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to both parties a nationally recognized independent accounting firm jointly selected by them reasonably acceptable to both Seller and Buyer (the “Valuation FirmIndependent Accountant”)) to resolve any remaining disputes concerning the Contested Adjustments. The Independent Accountant shall be the sole arbiter of all matters, with WCAS acting on behalf procedural or substantive, as to the Contested Adjustments. Each of the Put Sellers or Call Sellers, as the case may be. If WCAS parties shall execute any engagement agreements and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to fund one-half of any commercially reasonable terms proposed retainer amount customarily requested by the Valuation Firm Independent Accountant (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on subject to the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”reimbursement provisions contained below). If WCAS the Independent Accountant is retained, then Seller and Walgreens fail Buyer shall each submit to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days Independent Accountant in writing, not later than 15 days after the end of the Call Resolution Period or Put Resolution PeriodIndependent Accountant is retained, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether and to what extent together with such supporting documentation as they deem necessary or as the Call Exercise Price Notice Independent Accountant requests. The Independent Accountant shall not review or Put Exercise Price Notice, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare take into account any information that is not submitted in writing on a final calculation of the Exercise Price. With respect to each such unresolved matter, the Valuation Firm’s determination, if not timely basis in accordance with the position of either disputing party, deadlines in this Section 2.4 and shall not be in excess of only make a determination as to the higher, nor less than Contested Adjustments (and only within the lower, of the amounts advocated ranges submitted by the disputing parties with respect theretoparties) and not any other items on the Closing Date Balance Sheet or affecting the Closing Date Working Capital. Except for The Independent Accountant shall, within 30 days after receiving the case positions of fraud or manifest errorboth Seller and Buyer and all supplementary supporting documentation requested by the Independent Accountant, but in any event no later than 45 days after being retained, render its decision as to the Valuation Firm’s final written determination Contested Adjustments, which decision shall be final, conclusive deemed an arbitral award that is final and binding upon WCAS, the Put Sellers or Call Sellers, as applicableon, and Walgreensnonappealable by, Seller and Buyer. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the Contested Adjustments, in the aggregate, is furthest from the Independent Accountant’s calculation of the Contested Adjustments, in the aggregate, based on the relative absolute values of such estimates and calculation, and any retainer payment provided to the Independent Accountant by the other party shall promptly be refunded to such party. The decision of the Independent Accountant shall include a certificate of the Independent Accountant setting forth the Closing Date Working Capital calculation (the “Settlement Certificate”). The “Closing Date Working Capital” shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at Either Party may within the end time periods set forth herein, and with the cooperation of the Call Resolution Period or the Put Resolution Periodother Party, as applicable, WCAS and Walgreens have been unable to resolve any differences request that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute ▇▇▇▇▇▇▇ & White LLP (the “Unresolved MattersIndependent Accountant”) to a nationally recognized independent accounting firm jointly selected by them (review this Agreement, the “Valuation Firm”)disputed items, with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may be. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firmapplicable Objection Notices, and those two firms will mutually agree on a third nationally recognized independent accounting firmall other notices provided by Parent, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens shall each sign terms of engagement which reflect such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days after the end of the Call Resolution Period Sole Stockholder or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of Escrow Agent under this Agreement, and only with respect the financial information related to Purchaser or otherwise applicable to the unresolved matters so submittedcalculations provided for under Exhibit A. Each of the Parent and the Sole Stockholder agrees to execute, whether if requested by the Independent Accountant, a reasonable engagement letter. The Parent and to what extent the Call Exercise Price Notice or Put Exercise Price NoticeSole Stockholder shall cooperate with the Independent Accountant and promptly provide all documents, as applicablefinancial and other information requested by the Independent Accountant. In determining a resolution of the Dispute, requires adjustment to the Exercise Price. WCAS and Walgreens Independent Accountant shall instruct the Valuation Firm to (i) use its commercially reasonably efforts act as an expert and not as an arbitrator and (ii) be empowered and authorized only to render its final written determination within decide those items or amounts to which the Parent and Stockholder disagree in their Objection Notices, subject to amendments to the same to the extent such amendments have been approved by the other Party in writing, which approval shall not be unreasonably withheld. The Independent Accountant shall deliver to the Parent and the Sole Stockholder, as promptly as practicable (but in any case no later than thirty (30) days after such firm’s from the date of engagement and of the Independent Accountant), a written report (iithe “Independent Report”) prepare a final setting forth its calculation of the Exercise Price. With respect Escrow Property to be released to Sole Stockholder, or in the event of a dispute pursuant to Section 3.3 of this Agreement, whether the Catch Up Shares are to be released to the Sole Stockholder or the Parent, in either case, based solely (and not based, in whole or in part, on any independent investigation) on (A) the definitions and other applicable provisions of this Agreement and Exhibit A, (B) a single written presentation submitted by each such unresolved matterof the Parent and the Sole Stockholder, the Valuation Firm’s determinationwhich may be modified from time to time by mutual approval of Parent and Sole Stockholder, if not which in accordance with the position of either disputing partycase, shall not be in excess unreasonably withheld, during the course of the higherIndependent Account’s review, nor less than as applicable (which presentations and modifications the lower, Independent Accountant shall be instructed to distribute to the Parent and the Sole Stockholder upon receipt of both such presentations or any such modifications) and (C) one written response of each of the Parent and the Sole Stockholder to each such presentation so submitted (which the Independent Accountant shall be instructed to distribute to the Parent and the Sole Stockholder upon receipt of such responses). In resolving the Dispute and the amounts advocated of the applicable Escrow Property to be released to Sole Stockholder, the Independent Accountant shall be bound by the disputing parties with respect theretoprovisions of this Agreement (and not by independent review). Except for the case of fraud or The Independent Accountant’s report, absent manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCASthe Parent and the Sole Stockholder, shall be deemed a final award that is binding on the Parent and the Sole Stockholder, and none of the Parent nor the Sole Stockholder shall seek further recourse to courts or other tribunals, other than to enforce the determination of the Independent Report, in which case, the Put Sellers or Call Sellers, as applicable, party seeking such enforcement shall be entitled to recover from the other party its reasonable attorney’s fees and Walgreenscosts in connection with seeking such enforcement. WCAS and Walgreens will share equally the Judgment may be entered to enforce such report in any court of competent jurisdiction. The fees and expenses of the Valuation Firmreview and report by the Independent Accountant shall be borne by the Party or Parties as determined by the Independent Accountant, based on the relative merits of their respective positions in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accountant at the time of the determination of such Independent Accountant is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each Party incurred in connection with the preparation or review of any Objection Notice, as applicable, shall be borne by such Party.

Dispute Resolution Procedures. If at The Purchaser shall have until thirty (30) days after the end Closing to review the Effective Date Balance Sheet and Effective Date Net Worth calculation and propose any adjustments thereto. All adjustments proposed by the Purchaser shall be set forth in detail in a written statement delivered to the Sellers (the "ADJUSTMENT STATEMENT") and shall be incorporated into the Effective Date Balance Sheet unless the Sellers shall object in writing to such proposed adjustments (the proposed adjustment or adjustments to which Sellers object are referred to herein as the "CONTESTED ADJUSTMENTS" and the Sellers' objection notice is referred to herein as the "CONTESTED ADJUSTMENT NOTICE") within thirty (30) days of delivery by the Purchaser to the Sellers of the Call Resolution Period or Adjustment Statement. If the Put Resolution PeriodSellers deliver a Contested Adjustment Notice to the Purchaser, as applicable, WCAS the Purchaser and Walgreens have been unable the Sellers shall use reasonable efforts to resolve any differences that they may have with respect their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within twenty (20) days after the Sellers deliver to the determination of Purchaser said Contested Adjustment Notice, the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they Purchaser and the Sellers shall refer all such matters that remain in dispute (the “Unresolved Matters”) to promptly retain a nationally recognized independent accounting firm jointly selected by them acceptable to both the Sellers and the Purchaser (the “Valuation Firm”), with WCAS acting on behalf of "INDEPENDENT ACCOUNTANT") to resolve any remaining disputes concerning the Put Contested Adjustments. Either the Sellers or Call Sellers, as the case Purchaser may beretain the Independent Accountant upon the expiration of such 20-day period. If WCAS and Walgreens are unable to agree upon the Valuation FirmIndependent Accountant is retained, then each such party shall select a nationally recognized independent accounting firm, (i) the Sellers and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms proposed by the Valuation Firm (including without limitation its fees, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on the relevant terms, WCAS and Walgreens Purchaser shall each sign terms of engagement which reflect such terms as agreed by submit to the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm within ten (10) Business Days Independent Accountant in writing not later than 15 days after the end of the Call Resolution Period or Put Resolution Period, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only Independent Accountant is retained their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether and to what extent together with such supporting documentation as they deem necessary or as the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant requests, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to (i) use its commercially reasonably efforts to render its final written determination within thirty (30) days after such firm’s engagement and (ii) prepare a the Independent Accountant shall, within 30 days after receiving the positions of both the Sellers and the Purchaser and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and nonappealable by, the Valuation Firm’s determination, if not in accordance with Sellers and the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoPurchaser. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant shall be paid by the party whose estimate of the Effective Date Net Worth is furthest from the Independent Accountant's calculation of the Effective Date Net Worth. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final amount of the Net Worth Shortfall or the Net Worth Surplus, as applicable (the "SETTLEMENT AMOUNT CERTIFICATE"). The Effective Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by the Sellers and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. If at The Buyer shall have until ten (10) days after the end delivery of the Call Resolution Period or Closing Date Balance Sheet to review the Put Resolution Period, as applicable, WCAS calculation set forth therein and Walgreens have been unable to resolve propose any differences that they may have with respect to the determination of the applicable Exercise Price, as specified in a Call Objection or Put Objection, as applicable, they shall refer all such matters that remain in dispute (the “Unresolved Matters”) to a nationally recognized independent accounting firm jointly selected by them (the “Valuation Firm”), with WCAS acting on behalf of the Put Sellers or Call Sellers, as the case may beadjustments thereto. If WCAS and Walgreens are unable to agree upon the Valuation Firm, then each such party shall select a nationally recognized independent accounting firm, and those two firms will mutually agree on a third nationally recognized independent accounting firm, and such firm will alone serve as the “Valuation Firm”. WCAS and Walgreens shall act in good faith to agree upon, as soon as reasonably practicable, the terms on which the Valuation Firm shall act (and for these purposes acting in good faith shall include agreeing to any commercially reasonable terms All adjustments proposed by the Valuation Firm Buyer shall be set out in detail in a written statement delivered to the Seller (including without limitation its feesan "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, costs and any limitations on its liability)). Following agreement by WCAS and Walgreens on unless the relevant terms, WCAS and Walgreens Seller shall each sign terms of engagement which reflect object in writing to such terms as agreed by the Valuation Firm solely for the purpose of determining the Exercise Price (the “Terms of Engagement”). If WCAS and Walgreens fail to agree on Terms of Engagement for the Valuation Firm proposed adjustments within ten (10) Business Days days of receipt of the Adjustment Statement (the proposed adjustment or adjustments to which either Party objects are referred to herein as the "Contested Adjustments" and the objection notice is referred to herein as the "Contested Adjustment Notice"). If the Seller delivers a Contested Adjustment Notice, the Seller and the Buyer shall attempt in good faith to resolve their dispute (a "Contested Adjustment Dispute") regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the Independent Accountant in writing, not later than ten (10) days after the end of the Call Resolution Period or Put Resolution PeriodIndependent Accountant is retained for such purpose, as applicable, WCAS and Walgreens agree that each of them shall execute the standard form of the Valuation Firm’s terms of engagement as proposed by the Valuation Firm for its appointment. The Valuation Firm shall, acting as experts in valuation and not as arbitrators, determine, on a basis consistent with the requirements of this Agreement, and only their respective positions with respect to the unresolved matters so submittedContested Adjustments, whether together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and to what extent (B) the Call Exercise Price Notice or Put Exercise Price NoticeIndependent Accountant shall, as applicable, requires adjustment to the Exercise Price. WCAS and Walgreens shall instruct the Valuation Firm to within ten (i) use its commercially reasonably efforts to render its final written determination within thirty (3010) days after such firm’s engagement receiving the positions of both the Buyer and (ii) prepare a the Seller and all supplementary supporting documentation requested by the Independent Accountant, render its decision as to the Contested Adjustments, which decision shall be final calculation of the Exercise Price. With respect to each such unresolved matterand binding on, and non-appealable by, the Valuation Firm’s determination, if not in accordance with the position of either disputing party, shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the disputing parties with respect theretoParties. Except for the case of fraud or manifest error, the Valuation Firm’s final written determination shall be final, conclusive and binding upon WCAS, the Put Sellers or Call Sellers, as applicable, and Walgreens. WCAS and Walgreens will share equally the The fees and expenses of the Valuation FirmIndependent Accountant related to the resolution of Contested Adjustments shall be paid by the Party whose estimate of the Closing Date Net Working Capital is farthest from the Independent Accountant's final calculation of the Closing Date Net Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Working Capital calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by either Party and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments."