THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER SAID ACT AND
ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE OR UPON DELIVERY OF AN OPINION OF COUNSEL OR OTHER
EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THIS SECURITY IS ALSO SUBJECT TO AND HAS THE BENEFIT OF A REGISTRATION RIGHTS
AGREEMENT DATED AS OF JUNE 27, 2001 BETWEEN THE HOLDER AND RITE AID CORPORATION,
COPIES OF WHICH ARE ON FILE WITH RITE AID CORPORATION.
Warrant No. __ Dated June 27, 2001
WARRANT
To Purchase __________ Shares of Common Stock par value $1.00 per share of
RITE AID CORPORATION
Expiring June 27, 2006
THIS IS TO CERTIFY THAT, for value received, o or registered assigns
("Holder"), is entitled, subject to the terms set forth herein, to purchase from
RITE AID CORPORATION, a Delaware corporation ("Rite Aid" or the "Company"),
__________ shares (as adjusted from time to time as set forth in Article 4
hereof) of Common Stock of the Company, as constituted on the date hereof (the
"Warrant Issue Date"), upon surrender hereof to the Warrant Agent, as defined
herein, with the Form of Election to Purchase attached hereto duly executed, and
simultaneous payment therefor in lawful money of the Untied States, as
hereinafter provided, at the Exercise Price set forth herein.
The Warrants are being issued in connection with the exchange by Holder
and certain other entities of an aggregate of $152,025,000 principal amount of
10.5% Senior Secured Notes due 2002 of Rite Aid for a like amount of a new issue
of 12.5% Senior Secured Notes due 2006 of Rite Aid pursuant to that certain
exchange agreement dated as of June 27, 2001, by and between Rite Aid, Holder
and the other entities party thereto.
The Warrants are subject to certain restrictions on transfer and
assignment as set forth in Section 6.4 herein.
Certain terms used in this Warrant are defined in Article 5.
ARTICLE 1
TERM OF WARRANT AND EXERCISE PRICE
SECTION 1.1 Term. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the term
commencing on the Warrant Issue Date and ending at 5:00 p.m., New York time, on
June 27, 2006, and shall be null and void thereafter (the "Expiration Date").
SECTION 1.2 Exercise Price. The Exercise Price at which this Warrant
may be exercised is $6.00 per share of Common Stock, as may be adjusted from
time to time, pursuant to the terms and conditions herein.
ARTICLE 2
EXERCISE OF WARRANTS
SECTION 2.1 Method of Exercise. To exercise this Warrant, in whole or
in part, the Holder shall deliver on any Business Day, which Business Day shall
be on or after the Warrant Issue Date, to the Company, at the office of the
Warrant Agent, (a) this Warrant, (b) the Form of Election to Purchase attached
hereto as Annex A, and (c) payment of the Exercise Price with respect to such
Warrant Shares. Such payment of the Exercise Price in an amount equal to the
product of (i) the Exercise Price then in effect, times (ii) the number of
Warrant Shares for which this Warrant is being exercised (such product, the
"Exercise Payment") may be made, at the option of the Holder, (x) by certified
bank check in New York Clearing House Funds or wire transfer (such manner of
payment, a "Cash Exercise Payment") or (y) canceling such portion of this
Warrant in respect of the number of shares that is equal to the number of shares
determined by dividing the Exercise Payment by (A) the current market price of
the Common Stock as of the date of exercise or (B) if the current market price
2
cannot be determined because the Common Stock is not listed or admitted to
unlisted trading on the New York Stock Exchange, another national securities
exchange, or NASDAQ, the amount most recently determined by the Company's Board
of Directors in its good faith to represent the fair market value per share of
the Common Stock, which determination may give affect to options, warrants and
convertible securities outstanding. (such manner of payment, a "Non-Cash
Exercise Payment"). The person or persons in whose name(s) any certificate(s)
shall be issuable upon exercise of this Warrant shall be deemed to have become
the holder(s) of record of, and shall be treated for all purposes as the record
holder(s) of, the share represented thereby (and such shares shall be deemed to
have been issued) immediately prior to the close of business on the date or
dates upon which this Warrant is exercised.
SECTION 2.2 Issuance of Certificates. The Company shall, as promptly as
practicable and in any event within five Business Days after receipt of such
Form of Election to Purchase, Warrant and payment, execute and deliver or cause
to be executed and delivered, in accordance with such Election to Purchase, a
certificate or certificates representing the aggregate number of Warrant Shares
for which this Warrant is being exercised, subject to Section 2.4 herein. The
share certificate or certificates so delivered shall be in such denominations as
may be specified in such Election to Purchase, and shall be issued in the name
of the Holder or such other name or names as shall be designated in such
Election to Purchase. This Warrant shall be deemed to have been exercised and
such certificate or certificates shall be deemed to have been issued, and such
Holder or any other Person so designated to be named therein shall be deemed for
all purposes to have become a Holder of record of shares, as of the date the
aforementioned Warrant, Election to Purchase and payment is received by the
Company. If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of such certificate or certificates, deliver to
the Holder a new Warrant evidencing the rights to purchase the remaining shares
of Common Stock called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant, or, at the request of the Holder
specified in such notice, appropriate notation may be made on this Warrant which
shall then be returned to the Holder. All Warrants delivered for exercise shall
be cancelled by the Company.
SECTION 2.3 Shares to Be Fully Paid and Nonassessable. All Warrant
Shares shall be validly issued, fully paid and nonassessable and, if the Common
Stock is then listed on the NYSE or any other national securities exchange or
quoted on Nasdaq, shall be duly listed or quoted thereon, as the case may be.
3
SECTION 2.4 No Fractional Shares Required to Be Issued. The Company
shall not be required to issue fractional shares of Common Stock upon exercise
of this Warrant. If any fraction of a share would, but for this Section, be
issuable upon such exercise of this Warrant, then, in lieu of such fractional
share, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the closing sale price (based on a trading day from 9:30
a.m. to 4:00 p.m. New York City time) on the New York Stock Exchange of one
share of Common Stock on the date of exercise.
SECTION 2.5 Share Legend. The Holder of this Warrant, by acceptance
hereof, acknowledges that this Warrant and the Warrant Shares are being acquired
solely for the Holder's own account, and for investment, and that the Holder
will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws. Upon exercise of this
Warrant, the Holder shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the shares of Common Stock so purchased
are being acquired solely for the Holder's own account, for investment, and not
with a view toward distribution or resale except under circumstances that will
not result in a violation of the Securities Act of 1933, as amended, or any
state securities laws.
Each certificate for Warrant Shares, unless at the time of exercise
such shares are registered under the Securities Act, shall bear the following
legend:
"This security has not been registered under the Securities
Act of 1933, as amended, and may not be sold or offered for sale unless
registered under said Act and any applicable state securities laws or
unless an exemption from such registration is available or upon
delivery of an opinion of counsel or other evidence reasonably
satisfactory to Rite Aid Corporation that such registration is not
required. This security is also subject to and has the benefit of a
Registration Rights Agreement dated as of June 27, 2001 between the
Holder and Rite Aid Corporation, copies of which are on file with Rite
Aid Corporation."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public offering pursuant to a registration statement under the
Securities Act) shall also bear such legend unless, in the opinion of counsel
selected by the Holder of such certificate (who may be an employee of such
Holder) and reasonably acceptable to the Company, the securities represented
4
thereby need no longer be subject to restrictions on resale under the Securities
Act.
SECTION 2.6 Reservation. The Company has duly reserved and will keep
available for issuance upon exercise of the Warrant the total number of Warrant
Shares deliverable from time to time upon exercise of all Warrants from time to
time outstanding.
SECTION 2.7 Taxes. The Company shall pay all expenses and any and all
documentary, stamp and other similar taxes which may be payable with respect to
the issuance and delivery of Warrant Shares and any new Warrant upon exercise of
this Warrant; provided, however, that the Company shall not be required to pay
any transfer tax or taxes which may be payable in respect of any transfer
involved in the issue of the Warrant or Warrant Shares in the name other than
the registered holder of the Warrant surrendered upon exercise of the Warrant,
and the Company shall not be required to issue or deliver such Warrant unless or
until the Person or Persons requesting the issuance thereof shall have paid to
the Company the amount of such tax or shall have established to the reasonable
satisfaction of the Company that such tax has been paid.
ARTICLE 3
WARRANT AGENT; TRANSFER, EXCHANGE
AND REPLACEMENT OF WARRANTS
SECTION 3.1 Warrant Agent. As long as this Warrant remains outstanding,
the Company shall perform the obligations of and be the warrant agent with
respect to the Warrant (the "Warrant Agent") at its address set forth on the
signature page or at such other address as the Company shall specify by written
notice to the Holder.
SECTION 3.2 Ownership of Warrant. The Company may deem and treat the
Person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any Person
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until due presentment of this Warrant for registration of
transfer as provided in this Article 3.
SECTION 3.3 Transfer of Warrant. The Company agrees to maintain at the
offices of the Warrant Agent books for the registration of transfers of the
Warrant, and transfer of this Warrant and all rights hereunder shall be
5
registered, in whole or in part, on such books, upon surrender of this Warrant
at the Warrant Agent's offices, together with the Form of Assignment attached
hereto as Annex B, duly executed by the Holder or its duly authorized agent or
attorney. Subject to Section 6.4 herein, upon surrender and upon payment of
funds sufficient to pay any transfer taxes, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or assignees and
in the denominations specified in the instrument of assignment (which shall be
whole numbers of shares only) and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, if any, and this Warrant
shall promptly be cancelled.
SECTION 3.4 Division or Combination of Warrants. Subject to Section 6.4
herein, this Warrant may be divided or combined with other Warrants upon present
ment hereof and of any Warrant or Warrants with which this Warrant is to be
combined at the Warrant Agent, together with the annexed Form of Assignment,
specifying the names and denominations (which shall be whole numbers of shares
only) in which the new Warrant or Warrants are to be issued, signed by the
Holder or Holders thereof or their respective duly authorized agents or
attorneys. Subject to compliance with Section 3.3 and 6.4 as to any transfer or
assignment which may be involved in the division or combination, the Company
shall execute and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such notice.
SECTION 3.5 Loss, Theft, Destruction of Warrant Certificates. Upon
receipt of evidence reasonably satisfactory to the Company of the ownership of
and the loss, theft, destruction or mutilation of any Warrant, and in the case
of any such loss, theft or destruction, upon receipt of indemnity or security
satisfactory to the Company, the Company will make and deliver, in lieu of such
lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and
representing the right to purchase the same aggregate number of shares of Common
Stock.
SECTION 3.6 Expenses of Delivery of Warrants. The Company shall pay all
reasonable expenses and other charges (other than transfer taxes) payable in
connection with the preparation, issuance and delivery of Warrants hereunder.
6
ARTICLE 4
ANTIDILUTION PROVISIONS
SECTION 4.1 Adjustment Generally. The Exercise Price and the number of
shares of Common Stock (or other securities or property) issuable upon exercise
of this Warrant shall be subject to adjustment from time to time, as follows:
SECTION 4.2 Adjustment for Stock Dividends, Distributions and
Subdivisions. In the event the Company shall declare or pay any dividend or make
any other distribution on all of the Common Stock payable in shares of Common
Stock, or shall effect a subdivision of all of the outstanding Common Stock into
a greater number of shares of Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock), then and in each such
case, the applicable Exercise Price in effect immediately prior to such stock
dividend, distribution or subdivision shall, concurrently with the
effectiveness of such stock dividend, distribution or subdivision, be
proportionately decreased and, the number of Warrant Shares shall, concurrently
with the effectiveness of such stock dividend, distribution or subdivision, be
proportionately increased, provided, that, in the event such issuance is
declared but not effected, the applicable Exercise Price and the number of
Warrant Shares shall be readjusted as if such issuance was not declared.
SECTION 4.3 Adjustments for Common Stock Subdivisions and Combinations.
In case at any time after the date hereof, all or any portion of the Common
Stock outstanding shall be subdivided into a greater number of shares of Common
Stock, the Exercise Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced and, the number of Warrant Shares shall be
proportionately increased, and, conversely in case at any time after the date
hereof, all or any portion of the shares of Common Stock outstanding shall each
be combined into a smaller number of shares of Common Stock, the Exercise Price
in effect at the opening of business on the day following the day upon which
such combination becomes effective shall be proportionately increased and, the
number of Warrant Shares shall be proportionately decreased, such reductions or
increases, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.
SECTION 4.4 Adjustments for Consolidation, Merger, Sale of Assets,
Reorganization, etc. In the event the Company (i) consolidates with or merges
into any other corporation or entity and is not the continuing or surviving
corporation or entity of such consolidation or merger, (ii) permits any other
7
corporation or entity to consolidate with or merge into the Company and the
Company is the continuing or surviving corporation but, in connection with such
consolidation or merger, the shares of Common Stock are changed into or
exchanged for stock or other securities of any other Person or cash or any other
property, or (iii) transfers all or substantially all of its properties or
assets, directly or indirectly, to any other corporation or entity (other than
to a wholly owned Subsidiary of the Company if such Subsidiary remains wholly
owned by the Company after such transfer or any other transaction or series of
transactions related to such transfer), then, and in each such event, proper
provision shall be made so that, upon the basis and the terms and in the manner
provided in this Section 4.4, each Holder, upon any exercise at any time after
the consummation of such consolidation, merger or transfer, shall be entitled
to receive, in lieu of the shares of Common Stock issuable upon any exercise
prior to such consummation, the stock and other securities, cash and property to
which such Holder would have been entitled upon such consummation if such Holder
had exercised its Warrants immediately prior to such consummation (or, if
applicable, any record date with respect to such transaction), subject to
adjustments (subsequent to such corporate action) as nearly equivalent as
possible to the adjustments provided for in this Article 4. Notwithstanding
anything contained herein to the contrary, (A) the Company will not effect any
of the transactions described in clauses (i) through (iii) of this Section 4.4
unless, prior to the consummation thereof, each corporation or entity (other
than the Company) which may be required to deliver any stock, securities, cash
or property upon the exercise of the Warrants shall assume, by written
instrument, a copy of which shall be delivered to each Holder, the obligation to
deliver to such Holder such shares of stock, securities, cash or property as
such holder may be entitled to receive upon exercise of the Warrants.
SECTION 4.5 Adjustments for Reclassification, Exchange and
Substitution. If the Common Stock issuable upon exercise of the Warrants is
changed into the same or a different number of shares of any other class or
classes of stock, whether by capital reorganization, reclassification or
otherwise (other than a subdivision, combination or consolidation of shares, or
merger, consolidation or asset sale, provided for in Sections 4.2, 4.3 and 4.4),
then and in each such case, the applicable Exercise Price then in effect and the
number of Warrant Shares shall, concurrently with the effectiveness of such
reorganization or reclassification, be proportionateley adjusted such that the
Warrants shall be exercisable into, in lieu of the number of shares of Common
Stock which the Holders would otherwise have been entitled to receive, a number
of shares of such other class or classes of stock equivalent to the number of
shares of Common Stock that would have been subject to receipt by the Holders
upon exercise of the Warrants immediately before that change. No class or series
8
of Common Stock shall be so changed into shares of any other class or series of
stock unless a proportional and equivalent change is made with respect to all
other classes or series of Common Stock.
SECTION 4.6 Distribution of Assets. If the Company shall declare or
make any dividend or other distribution of securities, evidences of its
indebtedness or assets (including without limitation, rights, warrants or
options) to holders of Common Stock, by way of return of capital or otherwise
(including, without limitation, any distribution of cash other than ordinary
cash distributions not to exceed on an annual basis 12.5% of the Market Price of
the Common Stock, stock or other securities, property, rights or options by way
of a dividend, spin off, reclassification, corporate rearrangement or other
similar transaction) (a "Distribution"), at any time after the issuance of this
Warrant, then, in each such case, the Exercise Price in effect immediately prior
to the close of business on the record date fixed for the determination of
Holders of Common Stock entitled to receive the Distribution shall be reduced,
effective as of the close of business on such record date, to a price deter
mined by multiplying such Exercise Price by a fraction of which (A) the
numerator shall be the Market Price of the Common Stock on the trading day
immediately preceding such record date minus the value of the Distribution (as
determined in good faith by the Company's Board of Directors) applicable to one
share of Common Stock, and (B) the denominator shall be the Market Price of the
Common Stock on the trading day immediately preceding such record date.
SECTION 4.7 Certificate as to Adjustments. Upon the occurrence of each
adjustment or readjustment of the applicable Exercise Price pursuant to this
Article 4, the Company at its expense shall promptly compute such adjustment or
readjustment in accordance with the terms hereof and furnish to each Holder a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based.
SECTION 4.8 Minimum Adjustment. Notwithstanding any of the foregoing
provisions of this Article 4, no adjustment in the Exercise Price or the number
of Warrant Shares need be made until all cumulative adjustments amount to 1% or
more of the Exercise Price or the number of Warrant Shares as last adjusted. Any
adjustments that are not made shall be carried forward and taken into account in
any subsequent adjustment.
SECTION 4.9 Certain Limitations. Notwithstanding any other provision of
this Article 4, no adjustment to the Exercise Price shall reduce the Exercise
Price below the then par value per share of the Common Stock, and any such
purported adjustment shall instead reduce the Exercise Price to such par value.
9
The Company hereby covenants not to take any action (1) to increase the par
value per share of the Common Stock, (2) that would or does result in any
adjustment in the Exercise Price that would cause the Exercise Price to be less
than the then par value per share of the Common Stock or (3) that would or does
result in any adjustment to the number of shares for which this Warrant may be
exercised that would cause such number to exceed the number of authorized but
unissued shares of Common Stock not reserved for other purposes.
ARTICLE 5
DEFINITIONS
The following terms, as used in this Warrant, have the following
meanings:
"Business Day" means any day except Saturday, Sunday and any day on
which banking institutions located in New York City, New York generally are
authorized or required by law or other governmental action to be closed.
"Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents of corporate
stock, (iii) in the case of a partnership or limited liability company,
partnership interests (whether general or limited) and (iv) any other interest
or participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person.
"Common Stock" means the common stock, par value $1.00 per share, of
the Company.
"Company" means Rite Aid Corporation, a Delaware corporation, and its
successors.
"Exercise Price" means $6.00, per share, subject to adjustment from
time to time pursuant to Article 4.
"Holder" has the meaning set forth in the first paragraph of this
Warrant.
10
"Market Price" means the average of the daily closing prices (based on
a trading day from 9:30 a.m. to 4:00 p.m. New York City time) on the New York
Stock Exchange for the Common Stock for each of the five (5) consecutive trading
days immediately preceding the day in question.
"NASD" means The National Association of Securities Dealers, Inc.
"Nasdaq" means The National Association of Securities Dealers, Inc.
Automated Quotation System.
"Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company, government or any agency or political subdivision thereof or
any other entity that may be treated as a person under applicable law.
"Securities Act" means the Securities Act of 1933, as amended, and
rules and regulations of the Securities and Exchange Commission thereunder.
"Subsidiary" means, with respect to any Person, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person (or a combination
thereof) and (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or one or more Subsidiaries
of such Person (or any combination thereof).
"Trading Day" means (x) if the applicable security is listed or
admitted for trading on the New York Stock Exchange or another national
securities exchange, a day on which the New York Stock Exchange or such other
national securities exchange is open for business or (y) if the applicable
security is quoted on the Nasdaq National Market, a day on which a trade may be
made on the Nasdaq National Market or (z) if the applicable security is not
otherwise listed, admitted for trading or quoted, any day other than a Saturday
or Sunday or a day on which banking institutions in the State of New York are
authorized or obligated by law or executive order to close.
"Warrant Agent" has the meaning set forth in Section 3.1.
11
"Warrant Shares" means the shares of Common Stock issuable upon the
exercise of the Warrants.
ARTICLE 6
MISCELLANEOUS
SECTION 6.1 Notices. Notices and other communications provided for
herein shall be in writing and may be given by mail, courier, confirmed telex or
facsimile transmission and shall, unless otherwise expressly required, be deemed
given when received or, if mailed, four Business Days after being deposited in
the United States mail with postage prepaid and properly addressed. In the case
of the Holder, such notices and communications shall be addressed to its address
as shown on the books maintained by the Warrant Agent, unless the Holder shall
notify the Warrant Agent that notices and communications should be sent to a
different address (or telex or facsimile number), in which case such notices and
communications shall be sent to the address (or telex or facsimile number)
specified by the Holder.
SECTION 6.2 Amendments. The provisions of this Warrant may be amended,
modified or waived only with the written consent of the Company and the
Holder(s) of at least fifty percent (50%) of the Warrants.
SECTION 6.3 Governing Law. THIS WARRANT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW).
SECTION 6.4 Transfer; Covenants to Bind Successor and Assigns. All
covenants, stipulations, promises and agreements contained in this Warrant by or
on behalf of the Company or the Holder shall bind its successors and assigns,
whether so expressed or not.
This Warrant shall be transferable and assignable by the Holder hereof
in whole or from time to time in part to any other Person, without the consent
of the Company, and the provisions of this Warrant shall be binding upon and
inure to the benefit of the Holder hereof and its successors and assigns;
provided, that, this Warrant may not be transferred or assigned, in whole or in
part, without compliance with all applicable federal and state securities laws
by the transferor and the transferee (including the delivery of any investment
12
representation letters and legal opinions satisfactory to the Company as
contemplated by this Agreement).
SECTION 6.5 No Stockholder Rights. Prior to exercise of this Warrant,
the Holder shall not be entitled to any rights of a stockholder with respect to
the shares of Common Stock purchasable upon exercise, including, without
limitation, the right to vote such shares of Common Stock, receive dividends or
other distributions thereon, exercise preemptive rights or be notified of
stockholder meetings, and, except as explicitly stated herein, the Holder shall
not be entitled to any notice or other communication concerning the business or
affairs of the Company.
13
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
in its corporate name by one of its officers thereunto duly authorized, and its
corporate seal to be hereunto affixed, attested by its Secretary or an Assistant
Secretary, all as of the day and year first above written.
RITE AID CORPORATION
By:____________________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Executive Vice President,
General Counsel and Assistant
Secretary
Address: 00 Xxxxxx Xxxx
Xxxx Xxxx, XX 00000
Attention: Chief Financial Officer
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
[Corporate Seal]
Attest:
_________________________
Name:
Title:
ANNEX A
[FORM OF ELECTION TO PURCHASE PURSUANT TO SECTION 2.1]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase _______ Warrant Shares. The
undersigned herewith tenders in payment for such securities the Exercise Payment
as follows:
[ ] Cash Exercise Payment: a certified or official bank check payable in
New York Clearing House Funds to the order of [ ] in the amount of
$________, or
[ ] Non-Cash Exercise Payment: the undersigned hereby elects to make
payment of the Exercise Payment pursuant to the Non-Cash Exercise
Payment provisions of the attached Warrant.
all in accordance with the terms of Section 2.1 of the Warrant dated as of June
27, 2001 between the Holder and Rite Aid Corporation. The undersigned requests
that certificates for such securities be registered in the name of the
undersigned whose address is ___________________ and that such certificates be
delivered to the undersigned at such address.
Dated:______________________, 20___
Signature _______________________
(Signature must conform in all
respects to name of Holder as
specified on the face of the
Warrant Certificate or with the
name of the assignee appearing on
the Form of Assignment attached
hereto.)
__________________________________
(Insert Social Security or Other
Identifying Number of Holder)
ANNEX B
[FORM OF ASSIGNMENT]
(To be executed by the registered Holder if such Holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED ______________ hereby sells, assigns and
transfers under _______________________________________________________
(Please print name and address of transferee)
the Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ________________ attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.
Dated: _________________ ,20___ Signature: ____________________________
(Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant Certificate.)
_______________________________________
(Insert Social Security or Other
Identifying Number of Holder)
