STOCK PURCHASE AGREEMENT BY AND AMONG NORTHSTAR CANADIAN OPERATIONS CORP., THE WILLIAM CARTER COMPANY, 993520 ONTARIO LIMITED, 1054451 ONTARIO INC., THE HOLDERS OF SECURITIES OF 993520 ONTARIO LIMITED ANDStock Purchase Agreement • August 1st, 2011 • Carters Inc • Apparel & other finishd prods of fabrics & similar matl • New York
THIS STOCK PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of June 20, 2011 by and among Northstar Canadian Operations Corp., a Canadian corporation (“Buyer”), The William Carter Company (the “Guarantor”), 993520 Ontario Limited, a Canadian corporation (“Holdings Limited”), 1054451 Ontario Inc., a Canadian corporation (“Holdings Incorporated”, and, together with Holdings Limited, the “Target Companies”), each of the holders of outstanding shares of capital stock of Holdings Limited listed on Annex I hereto (the “Holdings Limited Shareholders”), each of the holders of outstanding shares of capital stock of Holdings Incorporated listed on Annex I hereto (the “Holdings Incorporated Shareholders”, and, together with the Holdings Limited Shareholders, the “Sellers”) and Paul Rubinstein, in his capacity as the Sellers’ Representative.
