IS LISTED
ON AN INTERNATIONALLY RECOGNIZED SECURITIES EXCHANGE OR INTER-DEALER QUOTATION
SYSTEM, THE CLOSING PRICE REPORTED ON THE DAY IMMEDIATELY PRIOR TO SUCH DATE AND
(II) IF THE COMMON STOCK IS NOT SO LISTED, SUBJECT TO EACH PARTICIPANT'S RIGHT
TO BRING A VALUATION CHALLENGE IN ACCORDANCE WITH SECTION 8(E) HEREOF, THE
AMOUNT DETERMINED BY THE BOARD TO BE FAIR MARKET VALUE BASED UPON A GOOD FAITH
ATTEMPT TO VALUE THE COMMON STOCK ACCURATELY BASED ON THE VALUE OF HOLDINGS AS A
WHOLE, ON A FULLY DILUTED BASIS, WITHOUT ANY CONTROL PREMIUM, AND WITHOUT ANY
DISCOUNT FOR LACK OF TRANSFERABILITY OR MINORITY POSITION.
(T)
FEES.
HAS THE MEANING SET FORTH IN SECTION 8(E)
HEREOF.
(U)
GOOD REASON.
HAS THE MEANING SET FORTH IN THE
PARTICIPANT'S EMPLOYMENT AGREEMENT WITH THE COMPANY IN EFFECT ON THE EFFECTIVE
DATE REGARDLESS OF WHETHER OR NOT SUCH AGREEMENT IS IN EFFECT ON THE APPLICABLE
DATE.
(V)
HOLDINGS.
DUANE READE HOLDINGS, INC., A DELAWARE
CORPORATION.
(W)
IPO.
AN UNDERWRITTEN PUBLIC SALE OF EQUITY SECURITIES OF AN
IPO ENTITY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT THAT (A) RESULTS IN THE LISTING FOR TRADING ON AN INTERNATIONALLY RECOGNIZED
SECURITIES EXCHANGE OR INTER-DEALER QUOTATION SYSTEM AND (B) EITHER INVOLVES
(ALONE OR IN COMBINATION WITH ANY PRIOR SUCH OFFERINGS) EITHER (I) A PUBLIC SALE
OF AT LEAST TWENTY PERCENT (20%) OF SUCH EQUITY SECURITIES OR (II) AN OFFERING
OF EQUITY SECURITIES WHICH GENERATES GROSS PROCEEDS OF AT LEAST $100 MILLION.
(X)
IPO ENTITY.
HAS THE MEANING SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
(Y)
MERGER AGREEMENT.
THE MERGER AGREEMENT DATED AS OF
DECEMBER 22, 2003, BY AND AMONG PARENT, DUANE READE ACQUISITION CORP., A
DELAWARE CORPORATION (FORMERLY
3
KNOWN AS REX CORNER ACQUISITION CORP.), AND THE COMPANY, AS AMENDED ON JUNE 10,
2004, JUNE 13, 2004 AND JUNE 18, 2004.
(Z)
OH. OAK HILL CAPITAL PARTNERS, L.P. AND/OR, AS THE CASE
MAY BE, OAK HILL CAPITAL MANAGEMENT PARTNERS, L.P.
(AA)
OH AFFILIATES.
OH, ANY RELATED OH PARTNERSHIP OR ANY OTHER
MEMBER OF THE OH INVESTOR GROUP THAT IS AN AFFILIATE OF OH OR OAK HILL CAPITAL
MANAGEMENT, INC., BUT EXCLUDING ANTHONY J. CUTI AND THE PARTICIPANTS.
FOR THE
AVOIDANCE OF DOUBT, AS OF THE EFFECTIVE DATE, THE TERM OH AFFILIATE INCLUDES
OHCP MGP, LLC.
(BB)
OH INVESTOR GROUP.
OAK HILL CAPITAL PARTNERS, L.P., RELATED OAK
HILL PARTNERSHIPS AND THEIR RESPECTIVE LIMITED PARTNERS AND AFFILIATES AND THE
OTHER INITIAL INVESTORS (SUCH OTHER INVESTORS, "CO-INVESTORS") IN THE
TRANSACTION CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING THOSE THAT
PARTICIPATE WITHIN 90 DAYS FOLLOWING THE EFFECTIVE DATE, BUT EXCLUDING ANTHONY
J. CUTI AND THE PARTICIPANTS.
(CC)
PARENT.
DUANE READE SHAREHOLDERS, LLC, A DELAWARE LIMITED
LIABILITY COMPANY (FORMERLY KNOWN AS REX CORNER HOLDINGS, LLC).
(DD)
PARENT STOCKHOLDER.
HAS THE MEANING SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
(EE)
PARENT TRANSFER PERCENTAGE INTEREST.
HAS THE MEANING SET
FORTH IN THE STOCKHOLDERS AGREEMENT.
(FF)
PARENT TRANSFER UNITS.
HAS THE MEANING SET FORTH IN THE
STOCKHOLDERS AGREEMENT.
(GG)
PARTICIPANT.
EACH OF TIMOTHY LABEAU, GARY CHARBONEAU, JOHN K.