DISTRIBUCIÓN Y SERVICIO D&S S.A. OFFERING RIGHTS AGREEMENTOffering Rights Agreement • February 4th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS OFFERING RIGHTS AGREEMENT (the “Agreement”) is entered into as of January 30, 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”).
PUT OPTION AGREEMENTPut Option Agreement • February 4th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS PUT OPTION AGREEMENT (this “Agreement”) is entered into as of January 30, 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.
AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • February 4th, 2009 • Wal Mart Stores Inc • Retail-variety stores • New York
THIS AMENDMENT NO. 1 (this “Amendment”) to the Stockholders’ Agreement, dated as of December 19, 2008 (the “Agreement”), is made and entered into as of January 29, 2009, by and among Inversiones Australes Tres Limitada, a limited liability company organized under the laws of Chile (“WM Sub”), each Person listed under the heading Stockholder Group I on the signature pages hereto, each Person listed under the heading Stockholder Group II on the signature pages hereto, and each Person listed under the heading Principal Minority Stakeholders on the signature pages hereto (each Person constituting Stockholder Group I, Stockholder Group II and the Principal Minority Stakeholders is referred to herein individually as a “Principal Stockholder,” and such Persons are referred to collectively as the “Principal Stockholders”).
