13D Filing: Alden Global Capital and Freds Inc (FRED)

Page 7 of 8 – SEC Filing

· During the Cooperation Period, (i) each of the Issuer and Alden agrees not to initiate or pursue
any lawsuit, claim or other legal proceeding against each such party, subject to certain exceptions; (ii) the Issuer agrees to
provide Alden with the opportunity to participate on a pro rata basis in any Equity Issuance, subject to certain exceptions for
Equity Issuances relating to certain business combination transactions, stock splits, and stock dividends and (iii) Alden agrees
to grant the Issuer an exclusive option to purchase any Shares offered by Alden that Alden proposes to transfer in a privately
negotiated transaction equal to 5% or more of the issued and outstanding Shares, in each case subject to the terms and conditions
and in accordance with the procedures set forth in the Amended and Restated Cooperation Agreement.

In
addition, the Issuer and Alden reaffirmed and ratified the terms and conditions of that certain Registration Rights Agreement between
the Issuer and Alden, dated May 24, 2017.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item
6 is hereby amended to add the following:

On
August 11, 2017, Alden and the Issuer entered into the Amended and Restated Cooperation Agreement defined and described in
Item 4 above and attached as Exhibit 99.1 hereto.

Item 7. Material to be Filed as Exhibits.

Item
7 is hereby amended to add the following exhibit:

99.1       Amended
and Restated Cooperation Agreement by and among Alden Global Capital LLC, Strategic Investment Opportunities LLC, Heath B. Freeman
and Fred’s, Inc., dated August 11, 2017.

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