Magic MergeCo, Inc. Sample Contracts

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HIGHLY CONFIDENTIAL Apollo Management IX, L.P.
Magic MergeCo, Inc. • March 16th, 2021 • Retail-hobby, toy & game shops • New York
LIMITED GUARANTEE
Limited Guarantee • March 16th, 2021 • Magic MergeCo, Inc. • Retail-hobby, toy & game shops • Delaware

This LIMITED GUARANTEE, dated as of March 2, 2021 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guarantee”), by each of the parties listed on Exhibit A hereto (together with its successors and assigns, each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of The Michaels Companies, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, restated, supplemented or otherwise modified, the “Merger Agreement”), by and among the Guaranteed Party, Magic AcquireCo, Inc., a Delaware corporation (“Parent”), and Magic MergeCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”). Except as otherwise specified herein, each capitalized term used in this Limited Guarantee and not defined herein shall have the meaning ascribed to such term in the Merger Agreement.

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