Page 6 of 9 – SEC Filing
During the Cooperation Period,
Alden agreed, among other things, to appear in person or by proxy at any meeting of stockholders and vote all Shares beneficially
owned by it in accordance with the Board’s recommendations with respect to (i) the election or removal of directors, (ii)
the ratification of the appointment of the Issuer’s independent registered public accounting firm, (iii) the Issuer’s
“say-on-pay” proposal and (iv) any other proposal to be submitted to the stockholders; provided, however, that in the
event that both Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”)
recommend otherwise with respect to the Issuer’s “say-on-pay” proposal or any other Issuer proposal or stockholder
proposal (other than proposals relating to the election of directors), Alden is permitted to vote in accordance with the ISS and
Glass Lewis recommendations; provided; further, that Alden is permitted to vote in its discretion on any Issuer proposal regarding
any Extraordinary Transaction or Equity Issuance (other than any Equity Issuance pursuant to any compensation plan, program, policy,
contract or arrangement approved by the Board (a “Compensation Equity Issuance”)); provided, further, that with respect
to any Issuer proposal regarding a Compensation Equity Issuance, (a) if either ISS or Glass Lewis recommend in favor of such Compensation
Equity Issuance, Alden must vote in accordance with the Board’s recommendations, and (b) if both ISS and Glass Lewis recommend
otherwise with respect to such Compensation Equity Issuance, Alden is permitted to vote in its discretion.
Alden also agreed to certain
customary standstill provisions during the Cooperation Period, subject to certain exceptions, including the ability of Alden to
buy back Shares to restore its ownership percentage if and to the extent the Issuer effects an Equity Issuance of more than 4.5%
of the issued and outstanding Shares as of the date of the Cooperation Agreement. The standstill provisions generally prohibit
Alden from taking specified actions with respect to the Issuer and its securities, including, among others: (i) nominating or recommending
for nomination any person for election as a director of the Issuer or submitting any stockholder proposal for consideration at
any meeting of stockholders; (ii) initiating, encouraging or participating in any “withhold” or similar campaign with
respect to any meeting of stockholders or any solicitation of written consents of stockholders; (iii) soliciting or participating
in the solicitation of proxies; (iv) joining any “group” or becoming party to any voting arrangement or agreement;
or (v) making stockholder proposals or offers with respect to mergers, acquisitions and other business combinations.
The Cooperation Agreement
also provides that 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 Company 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, stock dividends, reclassifications or recapitalizations of
the Issuer and certain Compensation Equity Issuances, provided, further, that the Issuer agrees that it will not issue equity with
special voting or super majority voting power; 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 Cooperation Agreement.
In addition, the Issuer agreed
to grant Alden customary and reasonable registration rights pursuant to a registration rights agreement to be entered into promptly
following the date of the Cooperation Agreement and Alden agreed to cooperate with the Company in good faith in connection with
the Federal Trade Commission’s review of the divestiture of certain assets of Rite Aid Corporation to the Issuer.
Pursuant to the
Cooperation Agreement, each of the Issuer and Alden have the right to terminate such agreement upon the earlier of (i) the
date of termination, if any, of that certain Asset Purchase Agreement between the Issuer and its wholly-owned subsidiary,
AFAE, LLC, on the one hand, and Rite Aid and Walgreens Boots Alliance, Inc., on the other hand (including any amendments,
restatements or supplements thereto from time to time (the “APA”), or any other material agreement involving those
parties (or affiliates, associates or designees thereof) that supersedes, or is deemed a substitute or replacement for, the
APA and which is entered into prior to or concurrent with the termination of the APA and relates to the subject matter of
such agreement) or (ii) February 1, 2019 (the “Termination Date”).
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