FORM OF DISTRIBUCIÓN Y SERVICIO D&S S.A. OFFERING RIGHTS AGREEMENTOffering Rights Agreement • January 16th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS OFFERING RIGHTS AGREEMENT (the “Agreement”) is entered into as of , 2009 by and among Distribución y Servicio D&S S.A., a company (sociedad anónima) organized under the laws of Chile (the “Company”), the shareholders of the Company listed on the signature page hereto (the “Holders”) and Inversiones Australes Tres Limitada, a limited liability company organized and existing under the laws of Chile (“WM Sub”).
FORM OF PUT OPTION AGREEMENTPut Option Agreement • January 16th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS PUT OPTION AGREEMENT (this “Agreement”) is entered into as of [ ], 2009, by and among Inversiones Australes Tres Limitada, a limited liability company organized and existing under the laws of Chile (the “Optionee”), Nicolás Ibáñez Scott, Felipe Ibáñez Scott (each, an “Optionor”), the Persons (as defined below) listed on the signature page hereto under the title Stockholder Group I (“Stockholder Group I”) and Stockholder Group II (“Stockholder Group II”, and, together, with Stockholder Group I, the “Principal Minority Stakeholders”), which are Controlled (as defined below) solely by Control Person I and Control Person II, respectively, and the Person listed as Guarantor on the signature page hereto.
STOCKHOLDERS’ AGREEMENT by and among Inversiones Australes Tres Limitada, a limited liability company organized under the laws of Chile Stockholder Group I, (as defined herein) Stockholder Group II, (as defined herein) And The Other Parties Hereto...Stockholders’ Agreement • January 16th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
This STOCKHOLDERS’ AGREEMENT (the “Agreement”) is made this 19th day of December, 2008, by and among WM Sub, Stockholder Group I, each Person of which is Controlled solely by Control Person I, and Stockholder Group II, each Person of which is Controlled solely by Control Person II, and any other Person who becomes a Stockholder (as defined below) and each of the Principal Minority Stakeholders (as defined below).
AGREEMENT TO TENDER BY AND AMONG INVERSIONES AUSTRALES TRES LIMITADA, A Limited Liability Company Organized Under The Laws Of Chile Stockholder Group I, (as defined herein) Stockholder Group II, (as defined herein) Stockholder Group III, (as defined...Agreement • January 16th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS AGREEMENT TO TENDER (this “Agreement”), dated as of December 19, 2008, by and among Inversiones Australes Tres Limitada, a Chilean limited liability company (“Bidder”), the Persons (as defined below) listed on the signature page hereto under the title Stockholder Group I (collectively, “Stockholder Group I”) each of which is Controlled (as defined below) solely and Beneficially Owned Solely (as defined below) by Nicolás Ibáñez Scott (“SH1”), the Persons listed on the signature page hereto under the title Stockholder Group II (collectively, “Stockholder Group II”) each of which is Controlled solely by and Beneficially Owned by Felipe Ibáñez Scott (“SH2,” and together with SH1, the “Principal Stockholders”), the Persons listed on the signature page hereto under the title Stockholder Group III (collectively, “Stockholder Group III”) each of which is jointly Controlled by the Principal Stockholders, and the Person listed as Guarantor on the signature page hereto.
