AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • August 30th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 1 to the Amended and Restated Shareholders Agreement among Michaels Stores, Inc., a Delaware corporation (the “Company”) and certain Stockholders of the Company originally dated as of October 31, 2006 and amended and restated on January 31, 2007 (the “Agreement”), is entered into as of July 22, 2013 (this “Amendment”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
THE MICHAELS COMPANIES, INC. EQUITY INCENTIVE PLAN Restricted Stock Award AgreementRestricted Stock Award Agreement • August 30th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
The undersigned (i) acknowledges that he/she has received an award (the “Award”) of restricted stock from The Michaels Companies, Inc. (the “Company”) under The Michaels Companies, Inc. Equity Incentive Plan (the “Plan”), subject to the terms set forth below and in the Plan; (ii) further acknowledges receipt of a copy of the Plan as in effect on the date hereof; and (iii) agrees with the Company as follows:
THE MICHAELS COMPANIES, INC. FORM OF STOCK OPTION AGREEMENT Optionee:Option Agreement • August 30th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • Texas
This Option and any securities issued upon exercise of this Option are subject to restrictions on voting and transfer and other provisions as set forth in the Amended and Restated Stockholders Agreement among The Michaels Companies, Inc. and certain investors, originally dated as of October 31, 2006, as amended and restated on February 16, 2007, as amended on July 22, 2013, and amended from time to time thereafter (the “Stockholders Agreement”), and the terms of the Registration Rights Agreement referred to therein (the “Registration Rights Agreement”). This Option and any securities issued upon exercise of this Option constitute an Option and Shares, respectively, as defined in the Stockholders Agreement.
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
This Amendment No. 1 to the Registration Rights Agreement among Michaels Stores, Inc., a Delaware corporation (the “Company”) and certain Stockholders of the Company dated as of October 31, 2006 (the “Agreement”), is entered into as of July 22, 2013 (this “Amendment”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 30th, 2013 • Michaels Stores Inc • Retail-hobby, toy & game shops • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is dated as of July 22, 2013, by and among Michaels Stores, Inc., a Delaware corporation (“Michaels”), The Michaels Companies, Inc., a Delaware corporation (“Topco”), Michaels FinCo Holdings, LLC, a Delaware limited liability company (“LLC Holdco”), Michaels Funding, Inc., a Delaware corporation (“Corp Holdco”), and Michaels Stores MergerCo, Inc., a Delaware corporation (“Merger Sub”).
