*1 Before STRINE , Chief Justice; HOLLAND , VAUGHN , SEITZ , Justices; and RENNIE , Judge, ^[*] constituting the Court en Banc .

O R D E R

This 23rd day of February 2017, it appears to the Court that the judgment of the Court of Chancery should be affirmed on the basis of and for the reasons assigned in its bench ruling dated August 22, 2016 ^[1] and Order and Final Judgment dated August 24, 2016. ^[2]

*2 NOW, THEREFORE, IT IS ORDERED that the judgment of the Court of Chancery is hereby AFFIRMED.

BY THE COURT: /s/ Leo E. Strine, Jr.

Chief Justice

2

[*] Sitting by designation under Del. Const. art. IV, § 12.

[1] Brown v. Rite Aid , C.A. No. 11596 (Del. Ch. Aug. 22, 2016).

[2] Brown v. Rite Aid , C.A. No. 11596 (Del. Ch. Aug. 24, 2016) (ORDER).