ir interests in NAI Group Holdings Inc. ("NAI Group Holdings") and Safeway Group Holdings Inc. ("Safeway Group Holdings"), (ii) Albertsons Investor. Kimco and Management Holdco will contribute all of their equity interests in AB Acquisition to Albertsons Companies, Inc. in exchange for common stock of

as the Cerberus- led Consortium continues to own a significant amount of the outstanding shares of our common stock through Albertsons Investor and Kimco, the Cerberus-led Consortium will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acq

predominantly anchored by national retailers. Our Sponsors will indirectly control us through their respective ownership of Albertsons Investor and Kimco and will continue to be able to control the election of our directors, determine our corporate and management policies and determine, without the c

ockholders to replace members of our management team. Examples of such provisions are as follows: from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (as defined in Rule 12b-2 of the Exchange Act), or any person who is an express assignee or desig

g as the Cerberus-led Consortium continues to own a significant amount of the outstanding shares of our common stock through Albertsons Investor and Kimco, the Cerberus-led Consortium will continue to be able to strongly influence or effectively control our decisions, including potential mergers or acq

alled stockholder meeting and actions by our stockholders by written consent will be prohibited; from and after such date that Albertsons Investor, Kimco, Management Holdco and their respective Affiliates (or any person who is an express assignee or designee of Albertsons Investor, Kimco or Management

nts Furthermore, in connection with this offering, Albertsons Companies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. Pursuant to the Stockholders' Agreement, we will be required to appoint to our Board of Directors individuals designated by A

erests in AB Acquisition to Albertsons Investor, including their interests in NAI Group Holdings and Safeway Group Holdings; • Albertsons Investor, Kimco and Management Holdco will contribute all of their equity interests in AB Acquisition to Albertsons Companies, Inc. in exchange for common stock of

and as such term is defined in Rule 10A-3(b)(1) under the Exchange Act. Controlled Company Upon completion of this offering, Albertsons Investor, Kimco and Management lioldco. as a group, will control a majority of our outstanding common stock. As a result, we are a "controlled company" within the m

k, Albertsons Investor and each other Holder will be entitled to notice of the registration and Albertsons Investor will be entitled to include its, Kimco's and Management Holdco's shares of common stock (on a pro rata and pan passu basis) in that registration with all registration expenses paid by us

ompanies, Inc. will enter into the Stockholders' Agreement with Albertsons Investor, Kimco and Management Holdco. The rights of Albertsons Investor, Kimco and Management Holdco under such agreement are described below: Registration Rights Under the Stockholders' Agreement, Albertsons Investor holds r

placement who satisfies the Director Requirements to fill such vacancy. Indemnification; Expenses We have agreed to indemnify Albertsons Investor, Kimco, Management Holdco or any Holder, against any losses or damages resulting from any untrue statement or omission of material fact in any registration

hares in full. (2) All the issued and outstanding common stock of Albertsons Companies, Inc. is held by Albertsons Investor, Management Holdco and Kimco. Accordingly, shareholdings of directors and named executive officers reflected in the table above reflect indirect ownership in Albertsons Companie

s consist of four designees of Cerberus (if Cerberus so requests) and one designee from each other member of the Cerberus-led Consortium (other than Kimco) and Robert Miller (if such member and Mr. Miller so requests). From the date on which we are no longer a controlled company under the applicable ru

of our listing on the NYSE and (y) the 35% Trigger Date (subject to extension by vote of holders of the equity interests in Albertsons Investor and Kimco, voting together as a single class, that directly or indirectly own our common stock issued to Albertsons Investor and Kimco on the date of our list

, Albertsons Investor and each other Holder will be entitled to notice of the registration and Albertsons Investor will be entitled to include its, Kimco's and Management Holdco's shares of common stock (on a pro rata and pad passu basis) in that registration with all registration expenses paid by us.

m S-1 Table of Cantab. Limitations and Expenses Other than in a demand registration, with specified exceptions, the rights of Albertsons Investor, Kimco and Management Holdco or, if Albertsons Investor is no longer a Holder, the Holders, to include shares in a registration are subject to the right of