September 26, 2013 Mr. Frank Vitrano Senior Executive Vice President, Chief Financial Officer and Chief Administrative Officer Rite Aid Corporation Camp Hill, Pennsylvania 17011Exchange Agreement • October 1st, 2013 • Green Equity Investors Iii Lp • Retail-drug stores and proprietary stores • New York
This will confirm your agreement to an exchange with the undersigned (Green Equity Investors III, L.P., on its behalf and on behalf of Green Equity Investors Side III, L.P., collectively, the “Holder”) of 7.75 shares of 7.0% Series G Convertible Preferred Stock (the “Series G Preferred Stock”) and 1,876,013.37 shares of 6% Series H Convertible Preferred Stock (the “Series H Preferred Stock” and together with the Series G Preferred Stock, the “Preferred Shares”) of Rite Aid Corporation (the “Company”), currently held by Holder for a number of shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), on the terms set forth herein (the “Exchange”).
