AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT by and among WALGREEN CO., DUANE READE HOLDINGS, INC., DUANE READE SHAREHOLDERS, LLC, and OTHER STOCKHOLDERS OF DUANE READE HOLDINGS, INC. Effective as of February 17, 2010Securities Purchase Agreement • March 26th, 2010 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, effective as of February 17, 2010, by and among Duane Reade Holdings, Inc., a Delaware corporation (the “Company”), Duane Reade Shareholders, LLC, a Delaware limited liability company (“DRS Seller”), in its capacity as a Seller and in its capacity as the Sellers’ Representative (as defined herein), the individuals and other entities listed on the signature pages hereto and Schedule A, Schedule B, and Schedule C (such individuals and entities together with DRS Seller and the Persons who execute a joinder hereto pursuant to Section 2.2(d) (Deliveries at Closing), each a “Seller” and collectively the “Sellers”), and Walgreen Co., an Illinois corporation (“Buyer”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given such terms in Annex A of this Agreement.
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
Duane Reade Holdings, Inc. Letterhead]Duane Reade Holdings Inc • March 26th, 2010 • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
Duane Reade Holdings, Inc. Letterhead]Purchase Agreement • March 26th, 2010 • Duane Reade Holdings Inc • Retail-drug stores and proprietary stores • New York
As you know, Duane Reade Holdings Inc., a Delaware corporation (the “Company”), Walgreen Co., an Illinois corporation (“Buyer”), Duane Reade Shareholders, LLC, a Delaware limited liability company, (“Seller Representative”) and the other stockholders of the Company (together with the Seller Representative, the “Sellers”), entered into a Securities Purchase Agreement, effective February 17, 2010 (as amended and restated from time to time, the “Purchase Agreement”) that, upon consummation of the transactions contemplated thereby (the “Transaction”), will result in the Company becoming wholly-owned by Buyer.
