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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of
August 17, 1999, among Food Lion, Inc., a North Carolina corporation (the
"Company"), and each of the parties named on Exhibit A hereto (the
"Stockholders").
RECITALS:
A. Pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated as of even date herewith among the Company, Hannaford Bros.
Co., a Maine corporation, and FL Acquisition Sub, Inc., a Maine corporation and
a wholly-owned subsidiary of the Company and a related Stock Exchange Agreement
dated as of even date herewith (the "Exchange Agreement") among the Company and
certain of the Stockholders, the Stockholders will receive, at or immediately
after the Effective Time, shares of Class A Common Stock, par value $0.50 per
share (the "Class A Common Stock"), of the Company.
B. In connection with the Merger Agreement, the Company has agreed to
register the Registrable Securities under the Securities Act (as such terms are
hereinafter defined).
NOW, THEREFORE, in consideration of the mutual covenants and premises
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Stockholders hereby agree as follows:
1. Definitions. Capitalized terms used but not otherwise
defined herein and defined in the Merger Agreement shall have the meanings given
such terms in the Merger Agreement. Unless the context otherwise requires, the
terms defined in this Section 1 shall have the meanings herein specified for all
purposes of this Agreement.
"Affiliate" shall mean any Person which directly or
indirectly controls, is controlled by, or is under common control with, the
indicated Person. As used in this definition, "control" (including, with
correlative meanings, "controlled by" and "under common control") shall mean
possession, directly or indirectly, of power to direct or cause the direction of
management or policies (whether through ownership of securities or partnership
or other interests or by contract).
"Agreement" shall mean this Agreement, including all
exhibits hereto, as the Agreement may be from time to time amended, modified or
supplemented.
"Board" shall mean the Board of Directors of the
Company.
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"Business Day" shall mean a day on which banks in New
York, New York are open for business.
"Class A Common Stock" shall have the meaning set
forth in the recitals hereto.
"Commission" shall mean the Securities and Exchange
Commission or any other Federal agency at the time administering the Securities
Act.
"Company" shall have the meaning set forth in the
introductory paragraph of this Agreement.
"Disadvantageous Condition" shall have the meaning
set forth in Section 2(e).
"Exchange Act" shall mean the Securities Exchange Act
of 1934 or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Holder" shall mean a Person who owns Registrable
Securities and is either (i) a Stockholder or (ii) a Person that (A) has agreed
to be bound by the terms of this Agreement as if such Person were a Stockholder
and (B)(x) is a Person (1) to whom a Stockholder has transferred Registrable
Securities or (2) with whom a Stockholder has entered into an agreement to
transfer Registrable Securities, in each case as part of a transaction pursuant
to which derivative securities relating to such Registrable Securities will be
offered for sale by such Person in a registered public offering or (y) is (1)
upon the death of any individual Stockholder, the executor of the estate of such
Stockholder or such Stockholder's heirs, devisees, legatees or assigns or (2)
upon the disability of any individual Stockholder, any guardian or conservator
of such Stockholder.
"Merger Agreement" shall have the meaning set forth
in the recitals hereto.
"Person" shall include all natural persons,
corporations, business trusts, associations, limited liability companies,
partnerships, joint ventures and other entities and governments and agencies and
political subdivisions.
"Registrable Securities" shall mean (a) the number of
shares of Class A Common Stock issued to the Stockholders pursuant to the Merger
Agreement or the Exchange Agreement in exchange for their shares of Company
Common Stock set forth opposite such Stockholder's name on Exhibit A hereto, and
(b) any other shares of Class A Common Stock issued in respect of such shares
(as a result of stock splits, stock dividends, reclassifications,
recapitalizations or similar events); provided, however, that shares of Class A
Common Stock which are Registrable Securities shall cease to be Registrable
Securities as soon as (i) such Registrable Securities have been sold or
otherwise disposed of pursuant to a registration statement that was filed with
the Commission and declared effective under the Securities Act, (ii)
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as soon as all such Registrable Securities held by a Holder can be sold in a
single transaction pursuant to Rule 144 or Rule 145, or (iii) they shall have
been otherwise sold, transferred or disposed of by a Holder to any Person that
is not a Holder.
"Rule 144" shall mean Rule 144 promulgated by the
Commission under the Securities Act, as such rule may be amended from time to
time or any successor rule thereto. "Rule 145" shall mean Rule 145 promulgated
by the Commission under the Securities Act, as such rule may be amended from
time to time or any successor rule thereto.
"Securities Act" shall mean the Securities Act of
1933, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Stockholders" shall have the meaning set forth in
the introductory paragraph of this Agreement.
The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms.
2. Shelf Registration Under the Securities Act
(a) Shelf Registration. The Company shall (i) prepare
and cause to be filed with the SEC as soon as practicable, but not later than
two business days after the Effective Time a Registration Statement for an
offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act (the "Shelf Registration") covering all the Registrable
Securities and providing for the sale of the Registrable Securities by the
Holders hereof and (ii) use its reasonable best efforts to have such Shelf
Registration declared effective by the SEC as promptly as practicable
thereafter.
(b) Amendments to Shelf Registration. If the Shelf
Registration ceases to be effective for any reason at any time during the
Effectiveness Period for any reason (other than because of the sale of all of
the Registrable Securities covered thereby or Registrable Securities cease to be
outstanding), the Company shall use its reasonable best efforts to obtain the
prompt withdrawal of any order suspending the effectiveness thereof or take such
other actions as may be necessary to reinstate the effectiveness thereof.
(c) Effectiveness Period. Subject to Section 2(e)
hereof, the Company shall use its reasonable best efforts to keep the Shelf
Registration continuously effective under the Securities Act from the date on
which the Initial Shelf Registration was declared effective by the SEC until the
earlier of (i) two years from the date of the Effective Time and (ii) such time
when there are no Registrable Securities outstanding (the "Effectiveness
Period"). If a Shelf Registration is filed, pursuant to Section 2(b) hereof, the
Company shall use its reasonable best efforts to cause the Shelf Registration to
be declared effective as soon as practicable after such filing and to keep such
Registration Statement continuously effective for a period after such
effectiveness equal to the Effectiveness Period.
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(d) Supplements and Amendments. The Company shall
file one or more supplements or amendments to the Shelf Registration and the
prospectus used in connection therewith if (i) required by the rules,
regulations or instructions applicable to the registration form used for such
Shelf Registration, (ii) otherwise required by the SEC, or (iii) requested to do
so in writing by any Holder of Registrable Securities to the extent necessary to
include such Holder as a selling securityholder in such registration statement.
(e) Certain Delay Rights.
(i) Notwithstanding any other provision of
this Agreement to the contrary, if the Company provides written notice to each
Holder that in the Company's good faith and reasonable judgment it would be
materially disadvantageous to the Company (because the sale of Registrable
Securities covered by such registration statement or the disclosure of
information therein or in any related prospectus or prospectus supplement would
materially interfere with any material acquisition, material financing or other
material event or transaction in connection with which a registration of
securities under the Securities Act for the account of the Company is then
intended or the public disclosure of which at the time would be materially
prejudicial to the Company) (a "Disadvantageous Condition") for the Shelf
Registration to be maintained effective, or to be filed and become effective,
and setting forth the general reasons for such judgment, the Company shall be
entitled to cause such registration statement to be withdrawn or the
effectiveness of such registration statement terminated or, in the event no
registration statement has yet been filed, shall be entitled not to file any
such registration statement until such Disadvantageous Condition no longer
exists (notice of which the Company shall promptly deliver to each Holder). With
respect to each Holder, upon the receipt by such Holder of any such notice of a
Disadvantageous Condition if so directed by the Company by notice as aforesaid,
such Holder will deliver to the Company all copies, other than permanent file
copies then in such Holder's possession, of the prospectus and prospectus
supplements then covering such Registrable Securities at the time of receipt of
such notice as aforesaid. Notwithstanding anything else contained in this
Agreement, neither the filing nor the effectiveness of the Shelf Registration
may be delayed for more than a total of seventy-five (75) days in a 360 day
period pursuant to this Section 2(e).
(ii) It shall be a condition precedent to
the obligations of the Company to register any of a Holder's Registrable
Securities that such Holder shall furnish to the Company, upon request, such
information regarding itself and, the Registrable Securities held by it as shall
be required to effect the registration of such Holder's Registrable Securities.
3. Preparation; Reasonable Investigation. In connection with
the preparation and filing of the Shelf Registration under the Securities Act
pursuant to this Agreement, the Company will give the Holders of Registrable
Securities registered under such registration statement, and one (1) counsel or
firm of counsel and one (1) accountant or firm of accountants representing all
the Holders of Registrable Securities to be registered under such registration
statement, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give each
of them such access to its books and records and such opportunities to discuss
the business of the Company with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of
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such Holders' counsel, to conduct a reasonable investigation within the meaning
of the Securities Act; provided, however, that the foregoing shall not require
the Company to provide access to (or copies of) any competitively sensitive
information relating to the Company or its subsidiaries or their respective
businesses; and provided further that (i) each Holder and their respective
counsel and accountants shall have entered into a confidentiality agreement
reasonably acceptable to the Company and (ii) the Holders and their counsel and
accountants shall use their reasonable best efforts to minimize the disruption
to the Company's business and coordinate any such investigation of the books,
records and properties of the Company and any such discussions with the
Company's officers and accountants so that all such investigations occur at the
same time and all such discussions occur at the same time.
4. Indemnification.
(a) Indemnification by the Company. In the event any
Registrable Securities are included in a registration statement under this
Agreement, to the extent permitted by law, the Company will, and hereby does,
indemnify and hold harmless the seller of any Registrable Securities covered by
such registration statement, its directors and officers, and each other Person,
if any, who controls such seller or any such underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such seller or any such director or officer or controlling
Person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
the Company will reimburse such seller and each such director, officer, and
controlling Person for any legal or any other expenses reasonably incurred by
them in connection with investigating or defending any such loss, claim,
liability, action or proceeding; provided that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in such registration statement, any such preliminary prospectus,
final prospectus, summary prospectus, amendment or supplement in reliance upon
and in conformity with written information furnished to the Company by such
seller expressly for use in the preparation thereof
(b) Indemnification by the Sellers. Each selling
Holder of Registrable Securities will, and hereby does, indemnify and hold
harmless (in the same manner and to the same extent as set forth in Section
4(a)) the Company, each director of the Company, each officer of the Company and
each other Person, if any, who controls the Company within the meaning of the
Securities Act, with respect to any statement or alleged statement in or
omission or alleged omission from such registration statement, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, if such statement or alleged statement or
omission or alleged omission was made in reliance upon written information
furnished to the Company by such selling Holders of Registrable Securities
expressly for use in the preparation of such registration statement, preliminary
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prospectus, final prospectus, summary prospectus, amendment or supplement. In
no event shall the liability of any selling Holder of Registrable Securities
under this Section 4(b) be greater in amount than the dollar amount of the
proceeds received by such holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.
(c) Notices of Claims, etc. Promptly after receipt by
an indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 4,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action; provided that the failure of any indemnified party to give notice
as provided herein shall not relieve the indemnifying party of its obligations
under the preceding subdivisions of this Section 4, except to the extent that
the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless based on
the written advice of counsel to such indemnified party a conflict of interest
between such indemnified and indemnifying parties exists in respect of such
claim, the indemnifying party shall be entitled to participate in and to assume
the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. Any indemnifying
party against whom indemnity may be sought under this Section 7 shall not be
liable to indemnify an indemnified party if such indemnified party settles such
claim or action without the consent of the indemnifying party, which such
consent will not be unreasonably withheld, conditioned or delayed. The
indemnifying party may not agree to any settlement of any such claim or action
other than solely for monetary damages for which the indemnifying party shall be
responsible hereunder, the result of which any remedy or relief shall be applied
to or against the indemnified party, without the prior written consent of the
indemnified party, which consent shall not be unreasonably withheld. In any
action hereunder as to which the indemnifying party has assumed the defense
thereof, the indemnified party shall continue to be entitled to participate in
the defense thereof, with counsel of its own choice, but the indemnifying party
shall not be obligated hereunder to reimburse the indemnified party for the
costs thereof.
(d) Contribution.
(i) If the indemnification provided for in
this Section 4 shall for any reason be unavailable (other than in accordance
with its terms) to an indemnified party in respect of any loss, liability, cost,
claim or damage referred to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, liability, cost, claim or
damage (A) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the selling Holders of Registrable
Securities on the other hand from the offering of the Registrable Securities or
(B) if the allocation provided by clause (A) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (A) above but also the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the
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statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the selling
Holders of Registrable Securities on the other hand in connection with the
offering of the Registrable Securities shall be deemed to be in the same
respective proportions as the net proceeds from the offering of the Registrable
Securities (before deducting expenses) received by the Company and the selling
Holders of Registrable Securities, respectively, bear to the aggregate public
offering price of the Registrable Securities. The relative fault of the Company
on the one hand and the selling Holders of Registrable Securities on the other
hand shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or a selling Holder of Registrable Securities and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by an indemnified party as a
result of the loss, cost, claim, damage or liability, or action in respect
thereof, referred to above in this Section 4(d) shall be deemed to include, for
purposes of this Section 4(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. The Company and the selling Holders of Registrable Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 4 were determined by pro rata allocation or by any other method of
allocation which does not take account of equitable considerations referred to
in this paragraph. Notwithstanding any other provision of this Section 4, no
selling Holder of Registrable Securities shall be required to contribute any
amount in excess of the amount by which the total price at which the Registrable
Securities of such selling Holder of Registrable Securities were offered to the
public (net of any underwriting discount and commissions, selling or placement
agent or broker fees and commissions and transfer taxes, if any, in connection
with the sales of securities by such selling Holder of Registrable Securities)
exceeds the amount of any damages which such selling Holder of Registrable
Securities has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.
(ii) The obligations of the parties under
this Section 4 shall be in addition to any liability which any party may
otherwise have to any other party.
5. Forms. All references in this Agreement to particular forms
of registration statements are intended to include, and shall be deemed to
include, references to all successor forms which are intended to replace, or to
apply to similar transactions as, the forms herein referenced.
6. Miscellaneous.
(a) Specific Enforcement. Each of the parties hereto
acknowledges and agrees that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
the terms hereof or were otherwise breached and that each party shall be
entitled to seek specific performance of the terms hereof, in addition to any
other remedy that may be available at law or in equity.
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(b) Termination. This Agreement shall terminate on
the earlier of (i) the termination of the Merger Agreement, (ii) the agreement
of the parties hereto to terminate this Agreement and (iii) the date such
Stockholder ceases to own any Registrable Securities.
(c) Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including telecopy or
similar writing) and shall be given:
if to the Company:
Food Lion, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: R. Xxxxxxx XxXxxxxxx
Fax: (000) 000-0000
with a copy to (such copy shall not constitute
notice):
Akin, Gump, Strauss, Xxxxx & Xxxx, L.L.P.
0000 Xxx Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attn: Xxxxxxx X. Xxxxx, Xx.
Fax: (000) 000-0000
if to the Stockholders, at the addresses set forth on
Exhibit A hereto, with a copy to (such copy shall not
constitute notice):
Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
Fax: (000) 000-0000
-and-
Xxxxxxx XxXxxxxx Stirling Scales
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx 000, P.O. Box 997
Halifax, NS Canada
B3J 2X2
Attn: Xxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
or such other address or telecopy number as such party may hereafter specify for
the purpose by notice to the other parties hereto. Each such notice, request or
other communication shall be effective (i) if given by telecopy, when such
telecopy is transmitted to the telecopy number
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specified in this Section 6(c) and the appropriate telecopy confirmation is
received or (ii) if given by any other means, when delivered at the address
specified in this Section 6(c).
(d) Entire Agreement. This Agreement (including the
documents and instruments referred to herein) constitutes the entire agreement
and supersedes all other prior agreements and understandings, both written and
oral, among the parties, or any of them, with respect to the subject matter
hereof.
(e) Waivers and Amendments. With the written consent
of the Holders of a Majority of the Registrable Securities, the obligations of
the Company and the rights of the Holders of the Securities under this Agreement
may be waived (either generally or in a particular instance, either
retroactively or prospectively and either for a specified period of time or
indefinitely), and with the same consent the Company, when authorized by
resolution of its Board, may enter into a supplementary agreement for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of any supplemental agreement or
modifying in any manner the rights and obligations hereunder of the Holders of
the Securities and the Company; provided, however, that no such waiver or
supplemental agreement shall reduce the aforesaid proportion of Registrable
Securities, the Holders of which are required to consent to any waiver or
supplemental agreement, without the consent of the Holders of all of the
Registrable Securities. Upon the effectuation of each such waiver, consent or
agreement of amendment or modification, the Company shall promptly give written
notice thereof to the Holders of the Registrable Securities who have not
previously consented thereto in writing. Neither this Agreement nor any
provision hereof may be changed, waived, discharged or terminated orally or by
course of dealing, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, except to the extent provided in this Section 6(e). Each Stockholder
acknowledges that by operation of Section 6(e) hereof the Holders of a Majority
of the Registrable Securities will, subject to the limitations contained in such
Section 6(e), have the right and power to diminish or eliminate certain rights
of such Stockholder under this Agreement.
(f) Rights of Holders Inter Se. Each Holder of
Securities shall have the absolute right to exercise or refrain from exercising
any right or rights which such Holder may have by reason of this Agreement,
including, without limitation, the right to consent to the waiver of any
obligation of the Company under this Agreement and to enter into an agreement
with the Company for the purpose of modifying this Agreement or any agreement
effecting any such modification, and such Holder shall not incur any liability
to any other Holder or Holders of Securities with respect to exercising or
refraining from exercising any such right or rights.
(g) Exculpation Among Stockholders and Holders. Each
Stockholder acknowledges that it is not relying upon any other Stockholder, or
any officer, director, employee, agent, partner or Affiliate of any such other
Stockholder, in making its decision to enter into this Agreement.
(h) Successors and Assigns. This Agreement shall not
be assigned by operation of law or otherwise without the prior written consent
of the other parties hereto. This
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Agreement will be binding upon, inure to the benefit of and be enforceable by
each party and such party's respective heirs, beneficiaries, executors,
representatives and permitted assigns.
(i) Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument.
(j) Governing Law. This Agreement shall be governed
in all respects, including validity, interpretation and effect, by the laws of
the State of Maine without giving effect to the provisions thereof relating to
conflicts of law.
(k) Severability. Any term or provision of this
Agreement which is invalid or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable such
provision shall be interpreted to be only so broad as is enforceable.
(l) Headings. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
(m) Further Assurances. Each party hereto shall
execute and deliver such additional documents as may be necessary or desirable
to consummate the transactions contemplated by this Agreement.
(n) Third Party Beneficiaries. Nothing in this
Agreement, expressed or implied, shall be construed to give any Person other
than the parties hereto any legal or equitable right, remedy or claim under by
reason of this Agreement or any provision contained herein.
[Signature pages follow]
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SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT
IN WITNESS WHEREOF, the Company and the Stockholders have caused this
Agreement to be executed as of the date first written above.
The Company: FOOD LION, INC.
By: /s/ R. Xxxxxxx XxXxxxxxx
----------------------------------------
Name: R. Xxxxxxx XxXxxxxxx
--------------------------------------
Title: President and Chief Executive Officer
-------------------------------------
The Stockholders:
EMPIRE COMPANY LIMITED
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
--------------------------------------
Title: President and CEO
-------------------------------------
By: /s/ A. D. Xxxx
----------------------------------------
Name: A. D. Xxxx
--------------------------------------
Title: Senior V.P. & CFO
-------------------------------------
E.C.L. INVESTMENTS LIMITED
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
--------------------------------------
Title: President and CEO
-------------------------------------
By: /s/ A. D. Xxxx
----------------------------------------
Name: A. D. Xxxx
--------------------------------------
Title: Senior V.P & CFO
-------------------------------------
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The Stockholders (cont'd.):
PENSION PLAN FOR
EMPLOYEES OF SOBEYS INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------
Title: Director
----------------------------------
By: /s/ A. D. Xxxx
-------------------------------------
Name: A. D. Xxxx
-----------------------------------
Title: E.V.P. & CFO
----------------------------------
SOBEYS INC. MASTER TRUST
INVESTMENT FUND
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
-----------------------------------
Title: Director
----------------------------------
By: /s/ A. D. Xxxx
-------------------------------------
Name: A. D. Xxxx
-----------------------------------
Title: E.V.P. & CFO
----------------------------------
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Exhibit A
SCHEDULE OF STOCKHOLDERS
Number of Shares
of Company Common Stock
to be Exchanged Under
Name of Stockholder Address the Merger Agreement
------------------- ------- or Exchange Agreement
---------------------
Empire Company Limited 000 Xxxx Xxxxxx 0,000,000
Xxxxxxxxxx, Xxxx Xxxxxx
Xxxxxx BOK 150
E.C.L. Investments Limited 000 Xxxx Xxxxxx 4,868,104 (A)
Stellarton, Nova Scotia
Canada BOK 150
Pension Plan for 000 Xxxx Xxxxxx 366,428
Employees of Sobeys, Inc. Stellarton, Nova Scotia
Canada BOK 150
Sobeys Inc. Master Trust 000 Xxxx Xxxxxx 14,819
Investment Fund Stellarton, Nova Scotia
Canada BOK 150
(A) E.C.L. Investment Limited and Empire Company Limited share ownership of
4,868,104 shares.
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