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EXHIBIT 7
STOCKHOLDER AGREEMENT
AGREEMENT, dated as of November 29, 1995, by and among Rite
Aid Corporation, a Delaware corporation ("Parent"), Ocean Acquisition
Corporation, a Delaware corporation and a wholly owned subsidiary of Parent
("Sub"), and ▇▇▇▇/Chilmark Fund, L.P., a Delaware limited partnership (referred
to herein as the "Stockholder").
W I T N E S S E T H:
WHEREAS, immediately prior to the execution of this
Agreement, Parent, Sub and Revco D.S., Inc., a Delaware corporation (the
"Company"), have entered into an Agreement and Plan of Merger (as such
agreement may hereafter be amended from time to time, the "Merger Agreement"),
pursuant to which Sub will be merged with and into the Company (the "Merger");
WHEREAS, in furtherance of the Merger, Parent and the Company
desire that as soon as practicable but in no event later than five business
days) after the execution of the Merger Agreement, Sub shall commence an offer
(the "Offer") to purchase for cash not less than 35,144,833 shares and up to
all of the issued and outstanding Company Common Stock (as defined in Section 1
hereof) at a price of $27.50 per share of Company Common Stock; and
WHEREAS, as an inducement and a condition to entering into
the Merger Agreement, Parent has required that the Stockholder agree, and the
Stockholder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises, representations, warranties, covenants and agreements
contained herein, the parties hereto, intending to be legally bound hereby,
agree as follows:
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1. Certain Definitions. Capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Merger
Agreement. For purposes of this Agreement:
(a) "Beneficially Own" or "Beneficial Ownership" with
respect to any securities shall mean having "beneficial ownership" of such
securities (as determined pursuant to Rule 13d-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")), including pursuant to any
agreement, arrangement or understanding, whether or not in writing. Without
duplicative counting of the same securities by the same holder, securities
Beneficially Owned by a Person shall include securities Beneficially Owned by
all other Persons with whom such Person would constitute a "group" within the
meaning of Section 13(d) of the Exchange Act.
(b) "Company Common Stock" shall mean at any time the common
stock, $.01 par value, of the Company.
(c) "Person" shall mean an individual, corporation,
partnership, limited liability company, joint venture, association, trust,
unincorporated organization or other entity.
2. Tender of Shares.
(a) The Stockholder hereby agrees to validly tender (or
cause the record owner of such shares to tender), and not to withdraw, pursuant
to and in accordance with the terms of the Offer, not later than prior to the
expiration of the Offer pursuant to Section 1.1 of the Merger Agreement and
Rule 14d-2 under the Exchange Act, 13,102,288 shares of Company Common Stock
(the "Existing Shares" and together with any shares of Company Common Stock
acquired by the Stockholder in any capacity after the date hereof and prior to
the termination of this Agreement whether upon the exercise of options,
warrants or rights, the conversion or exchange of convertible or exchangeable
securities, or by means of purchase, dividend, distribution, gift, bequest,
inheritance or as a successor in interest in any capacity or otherwise, the
"Shares") Beneficially Owned by the Stockholder. The Stockholder hereby
acknowledges and agrees that Parent's and Sub's obligation to accept for
payment and pay for the Shares in the Offer, is subject to the
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terms and conditions of the Offer. The parties agree that the Stockholder
will, for all Shares tendered by the Stockholder in the Offer and accepted for
payment and paid for by Sub, receive the same per share consideration paid to
other shareholders who have tendered into the Offer.
(b) The transfer by the Stockholder of the Shares to Sub in
the Offer shall pass to and unconditionally vest in Sub good and valid title to
the Shares, free and clear of all claims, liens, restrictions, security
interests, pledges, limitations and encumbrances whatsoever.
(c) The Stockholder hereby agrees to permit Parent and Sub
to publish and disclose in the Offer Documents and, if approval of the
Company's shareholders is required under applicable law, the Registration
Statement and the Proxy Statement/Prospectus (including all documents and
schedules filed with the SEC) its identity and ownership of Company Common
Stock and the nature of its commitments, arrangements and understandings under
this Agreement.
3. Voting of Company Common Stock. The Stockholder hereby
agrees that during the period commencing on the date hereof and continuing
until the first to occur of (i) the Effective Time or (ii) termination of this
Agreement in accordance with its terms, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the holders of
Company Common Stock, however called, or in connection with any written consent
of the holders of Company Common Stock, the Stockholder shall vote (or cause to
be voted) the Shares held of record or Beneficially Owned by the Stockholder
(i) in favor of the Merger, the execution and delivery by the Company of the
Merger Agreement and the approval and adoption of the terms thereof and each of
the other actions contemplated by the Merger Agreement and this Agreement and
any actions required in furtherance thereof and hereof; (ii) against any action
or agreement that would result in a breach in any respect of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or this Agreement; and (iii) except as otherwise
agreed to in writing in advance by Parent, against the following actions (other
than the Merger and the
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transactions contemplated by this Agreement and the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger, consolidation or other
business combination involving the Company or its Subsidiaries; (B) any sale,
lease or transfer of a material amount of assets of the Company or its
Subsidiaries, or a reorganization, restructuring, recapitalization, special
dividend, dissolution or liquidation of the Company or its Subsidiaries; or
(C)(1) any change in a majority of the persons who constitute the board of
directors of the Company; (2) any change in the present capitalization of the
Company including any proposal to sell a substantial equity interest in the
Company and its Subsidiaries; (3) any amendment of the Company's Certificate of
Incorporation or By-laws; (4) any other change in the Company's corporate
structure or business; or (5) any other action which, in the case of each of
the matters referred to in clauses (C)(1), (2), (3) or (4), is intended, or
could reasonably be expected, to impede, interfere with, delay, postpone, or
materially adversely affect the Offer, the Merger and the transactions
contemplated by this Agreement and the Merger Agreement. The Stockholder shall
not enter into any agreement or understanding with any person or entity the
effect of which would be inconsistent or violative of the provisions and
agreements contained in this Section 3.
4. Stockholder Covenant. Except as contemplated by this
Agreement, the Stockholder shall not for a period of six months following the
termination of this Agreement (other than as a result of a breach by Parent or
Sub) enter into, execute, or be a party to any agreement or understanding,
written or otherwise, with any Person whereby the Stockholder (i) grants or
otherwise gives to such Person an option or right to purchase or acquire any or
all of the Shares other than sales made in open market transactions; (ii)
agrees or covenants to vote or to grant a proxy to vote any or all of the
Shares held of record or Beneficially Owned by the Stockholder, at any meeting
(whether annual or special and whether or not an adjourned or postponed
meeting) of the holders of Company Common Stock, however called, or in
connection with any written consent of the holders of Company Common Stock; or
(iii) agrees or covenants to tender any or all of the Shares held of record or
Beneficially Owned by the Stockholder into any tender offer or exchange offer
relating to the Company Common Stock.
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5. Covenants, Representations and Warranties of Stockholder.
The Stockholder hereby represents and warrants to, and agrees with, Parent and
Sub as follows:
(a) Ownership of Shares. The Stockholder is the record and
Beneficial Owner of the Existing Shares. On the date hereof, the Existing
Shares constitute all of the Shares owned of record or Beneficially Owned by
the Stockholder. The Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 2 and 3 hereof,
sole power of disposition, sole power of conversion, sole power to demand
appraisal rights and sole power to agree to all of the matters set forth in
this Agreement, in each case with respect to all of the Existing Shares with no
limitations, qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this Agreement.
(b) Corporate Authorization. This Agreement has been duly
and validly executed and delivered by the Stockholder and constitutes a valid
and binding agreement enforceable against the Stockholder in accordance with
its terms except to the extent (i) such enforcement may be limited by
applicable bankruptcy, insolvency or similar laws affecting creditors rights
and (ii) the remedy of specific performance and injunctive and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.
(c) No Conflicts. Except for filings, authorizations,
consents and approvals as may be required under the HSR Act, the Exchange Act
and the Securities Act (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by the Stockholder and the
consummation by the Stockholder of the transactions contemplated hereby and
(ii) none of the execution and delivery of this Agreement by the Stockholder,
the consummation by the Stockholder of the transactions contemplated hereby or
compliance by the Stockholder with any of the provisions hereof shall (A)
conflict with or result in any breach of the organizational documents of the
Stockholder, (B) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise
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to any third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which Stockholder is a party or by which the Stockholder or any of its
properties or assets may be bound, or (C) violate any order, writ, injunction,
decree, judgment, statute, rule or regulation applicable to the Stockholder or
any of its properties or assets.
(d) No Encumbrances. Except as applicable in connection
with the transactions contemplated by Sections 2, 3 and 4 hereof, the Shares
and the certificates representing such Shares are now, and at all times during
the term hereof, will be, held by the Stockholder, or by a nominee or custodian
for the benefit of such Stockholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder.
(e) No Finder's Fees. No broker, investment banker,
financial advisor or other person is entitled to any broker's, finder's,
financial adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf
of the Stockholder.
(f) No Solicitation. Stockholder shall not, and shall cause
its affiliates and officers, directors, employees, partners, investment
bankers, attorneys, accountants and other agents and representatives of
Stockholder and such affiliates (such affiliates, officers, directors,
employees, partners investment bankers, attorneys, accountants, agents and
representatives of any Person are hereinafter collectively referred to as the
"Representatives" of such Person) not to, directly or indirectly (i) initiate,
solicit or encourage, or take any action to facilitate the making of, any offer
or proposal which constitutes or is reasonably likely to lead to any Takeover
Proposal (as defined in the Merger Agreement) of the Company or any affiliate
or any inquiry with respect thereto, or (ii) in the event of an unsolicited
Takeover Proposal for the Company or any affiliate of the Company, engage in
negotiations or discussions
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with, or provide any information or data to, any Person (other than Parent, any
of its affiliates or representatives) relating to any Takeover Proposal.
Stockholder shall notify Parent and Sub orally and in writing of any such
offers, proposals, or inquiries relating to the purchase or acquisition by any
Person of the Shares (including, without limitation, the terms and conditions
thereof and the identity of the Person making it), within 24 hours of the
receipt thereof. Stockholder shall, and shall cause its Representatives to,
immediately cease and cause to be terminated any and all existing activities,
discussions or negotiations, if any, with any parties conducted heretofore with
respect to any Takeover Proposal relating to the Company, other than
discussions or negotiations with Parent and its affiliates. Notwithstanding
the restrictions set forth in this Section 5(f), any Person who is an officer
or director of the Company may exercise his fiduciary duties in his capacity as
a director or officer of the Company consistent with the terms of the Merger
Agreement.
(g) Restriction on Transfer, Proxies and Non-Interference.
Except as applicable in connection with the transactions contemplated by
Sections 2 and 3 hereof, the Stockholder shall not, directly or indirectly:
(i) offer for sale, sell, transfer, tender, pledge, encumber, assign or
otherwise dispose of, or enter into any contract, option or other arrangement
or understanding with respect to or consent to the offer for sale, sale,
transfer, tender, pledge, encumbrance, assignment or other disposition of, any
or all of the Shares or any interest therein; (ii) except as contemplated by
this Agreement, grant any proxies or powers of attorney, deposit the Shares
into a voting trust or enter into a voting agreement with respect to the
Shares; or (iii) take any action that would make any representation or warranty
of the Stockholder contained herein untrue or incorrect or would result in a
breach by the Stockholder of their obligations under this Agreement or a breach
by the Company of its obligations under the Merger Agreement.
(h) Reliance by Parent. The Stockholder understands and
acknowledges that Parent is entering into, and causing Sub to enter into, the
Merger Agreement in reliance upon the Stockholder's execution and delivery of
this Agreement.
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(i) Further Assurances. From time to time, at the other
party's request and without further consideration, each party hereto shall
execute and deliver such additional documents and take all such further lawful
action as may be necessary or desirable to consummate and make effective, in
the most expeditious manner practicable, the transactions contemplated by this
Agreement.
(j) Distribution of Shares of Parent Common Stock. Upon the
consummation of the Merger, the Stockholder shall within 90 days thereafter
either distribute the shares of Parent Common Stock (as defined in the Merger
Agreement) to each of the limited partners of ▇▇▇▇/Chilmark Fund, L.P. or sell
or otherwise dispose of such shares of Parent Common Stock, in each case in
accordance with the governing documents thereto and applicable law; provided
that no such sale or other disposition shall be made if immediately following
such sale or other disposition the acquiror of such Parent Common Stock,
together with the acquiror's affiliates and any members of a group of which the
acquiror is a party, would Beneficially Own in the aggregate 4.9% or more of
the Parent Common Stock then outstanding.
6. Representations and Warranties of Parent and Sub. Parent
and Sub hereby represent and warrant to Stockholder as follows:
(a) Organization. Each of Parent and Sub is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, has all requisite corporate power or other power and
authority to execute and deliver this Agreement and perform their respective
obligations hereunder. The execution and delivery by Parent and Sub of this
Agreement and the performance by Parent and Sub of their respective obligations
hereunder have been duly and validly authorized by the Board of Directors of
each of Parent and Sub and no other corporate proceedings on the part of Parent
or Sub are necessary to authorize the execution, delivery or performance of
this Agreement or the consummation of the transactions contemplated hereby.
(b) Corporate Authorization. This Agreement has been duly
and validly executed and delivered by Parent and Sub and constitutes a valid
and binding agreement of each of Parent and Sub enforceable against each
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of Parent and Sub in accordance with its terms except to the extent (i) such
enforcement may be limited by applicable bankruptcy, insolvency or similar laws
affecting creditors rights and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(c) No Conflicts. Except for filings, authorizations,
consents and approvals as may be required under the HSR Act, the Exchange Act
and the Securities Act (i) no filing with, and no permit, authorization,
consent or approval of, any state or federal public body or authority is
necessary for the execution of this Agreement by Parent or Sub and the
consummation by Parent or Sub of the transactions contemplated hereby and (ii)
none of the execution and delivery of this Agreement by Parent of Sub, the
consummation by Parent or Sub of the transactions contemplated hereby or
compliance by Parent or Sub with any of the provisions hereof shall (A)
conflict with or result in any breach of the certificate of incorporation or
by-laws of Parent or Sub, (B) result in a violation or breach of, or constitute
(with or without notice or lapse of time or both) a default (or give rise to
any third party right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of any note,
loan agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of any
kind to which Parent or Sub is a party or by which Parent or Sub or any of
their respective properties or assets may be bound, or (C) violate any order,
writ, injunction, decree, judgment, statute, rule or regulation applicable to
Parent or Sub or any of their respective properties or assets.
(d) No Finder's Fee. Except for ▇▇▇▇▇▇▇▇▇, Lufkin &
▇▇▇▇▇▇▇▇ Securities Corporation, no broker, investment banker, financial
adviser or other person is entitled to any broker's, finder's, financial
adviser's or other similar fee or commission in connection with the
transactions contemplated hereby based upon arrangements made by or on behalf
of Parent or Sub.
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7. Stop Transfer; Legend.
(a) The Stockholder agrees with, and covenants to, Parent
that the Stockholder shall not request that the Company register the transfer
(book-entry or otherwise) of any certificate or uncertificated interest
representing any of the Shares, unless such transfer is made in compliance with
this Agreement (including the provisions of Section 2 hereof). In the event of
a stock dividend or distribution, or any change in the Company Common Stock by
reason of any stock dividend, split-up, recapitalization, combination, exchange
of shares or the like, the term "Shares" shall be deemed to refer to and
include the Shares as well as all such stock dividends and distributions and
any shares into which or for which any or all of the Shares may be changed or
exchanged and appropriate adjustments shall be made to the terms and provisions
of this Agreement.
(b) The Stockholder shall promptly after the date hereof
surrender to the Company all certificates representing the Shares, and the
Company shall place the following legend on such certificates:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
STOCKHOLDER AGREEMENT, DATED AS OF NOVEMBER 29, 1995 BY AND AMONG RITE
AID CORPORATION, OCEAN ACQUISITION CORPORATION AND ▇▇▇▇/CHILMARK FUND,
L.P. WHICH AMONG OTHER THINGS RESTRICTS THE TRANSFER AND VOTING
THEREOF."
8. Termination. Except as otherwise provided herein, the
covenants and agreements contained herein with respect to the Shares shall
terminate upon the earlier of (i) the consummation of the Merger and (ii) the
termination of the Merger Agreement in accordance with its terms except, that
the covenant and agreement set forth in Section 4 hereof shall survive for six
months after such termination (other than a termination as a result of a breach
by Parent or Sub).
9. Confidentiality. The Stockholder recognizes that
successful consummation of the transactions contemplated by this Agreement may
be dependent upon confidentiality with respect to the matters referred to
herein. In this connection, pending public disclosure thereof, the Stockholder
hereby agrees not to disclose or
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discuss such matters with anyone not a party to this Agreement (other than its
counsel and advisors, if any) without the prior written consent of Parent,
except for filings required pursuant to the Exchange Act and the rules and
regulations thereunder or disclosures its counsel advises are necessary in
order to fulfill its obligations imposed by law, in which event such
Stockholder shall give notice of such disclosure to Parent as promptly as
practicable so as to enable Parent to seek a protective order from a court of
competent jurisdiction with respect thereto.
10. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger
Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
(b) Binding Agreement. The Stockholder agrees that this
Agreement and the obligations hereunder shall attach to the Shares and shall be
binding upon any person or entity to which legal or Beneficial Ownership of
such Shares shall pass, whether by operation of law or otherwise, including,
without limitation, the Stockholder's heirs, distributees, guardians,
administrators, executors, legal representatives, or successors or other
transferees (for value or otherwise) and any other successors in interest.
Notwithstanding any transfer of Shares, the transferor shall remain liable for
the performance of all obligations under this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
party, provided that Parent may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Parent of its obligations
hereunder if such assignee does not perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execu-
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tion and delivery of a written agreement executed by the parties hereto.
(e) Notices. All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and
shall be deemed to have been duly received if given) by hand delivery or
telecopy (with a confirmation copy sent for next day delivery via courier
service, such as Federal Express), or by any courier service, such as Federal
Express, providing proof of delivery. All communications hereunder shall be
delivered to the respective parties at the following addresses:
If to Stockholder: ▇▇▇▇/Chilmark Fund, L.P.
Two ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention.: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
copy to: ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇, Esq.
Benesch, Friedlander,
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
If to Parent Rite Aid Corporation
or Sub: ▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention.: Chief Executive Officer
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
Skadden, Arps, Slate,
▇▇▇▇▇▇▇ & ▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
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or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or
portion of any provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement will be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision
had never been contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such
breach the aggrieved party shall be entitled to the remedy of specific
performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which it may be entitled, at law or
in equity.
(h) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law
or in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise
any right, power or remedy provided under this Agreement or otherwise available
in respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or practice
of the parties at variance with the terms hereof, shall not constitute a waiver
by such party of its right to exercise any such or other right, power or remedy
or to demand such compliance.
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(j) No Third Party Beneficiaries. This Agreement is not
intended to be for the benefit of, and shall not be enforceable by, any person
or entity who or which is not a party hereto.
(k) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(l) Jurisdiction. Each party hereby irrevocably submits to
the exclusive jurisdiction of the Court of Chancery in the State of Delaware in
any action, suit or proceeding arising in connection with this Agreement, and
agrees that any such action, suit or proceeding shall be brought only in such
court (and waives any objection based on forum non conveniens or any other
objection to venue therein); provided, however, that such consent to
jurisdiction is solely for the purpose referred to in this paragraph (l) and
shall not be deemed to be a general submission to the jurisdiction of said
Court or in the State of Delaware other than for such purposes. Each party
hereto hereby waives any right to a trial by jury in connection with any such
action, suit or proceeding.
(m) Descriptive Headings. The descriptive headings used
herein are inserted for convenience of reference only and are not intended to
be part of or to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, Parent, Sub and the Stockholder have
caused this Agreement to be duly executed as of the day and year first above
written.
RITE AID CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. Grass
----------------------------------
Name: ▇▇▇▇▇▇ ▇. Grass
Title: Chairman of the Board
and Chief Executive
Officer
OCEAN ACQUISITION CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇. Grass
---------------------------------
Name: ▇▇▇▇▇▇ ▇. Grass
Title: President
▇▇▇▇/CHILMARK FUND, L.P.
By: ZC Limited Partnership,
general partner
By: ZC Partnership,
general partner
By: CZ Inc., a partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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