WARRANT AGREEMENTWarrant Agreement • July 7th, 2021 • Algoma Steel Group Inc. • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of January 19, 2021 between Legato Merger Corp., a Delaware corporation, with offices at 777 Third Avenue, 37th Floor, New York, New York 10017 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 7th, 2021 • Algoma Steel Group Inc. • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • July 7th, 2021 • Algoma Steel Group Inc.
Subscriber’s Subscription was in the amount of Acquired Shares. The following transfers of a portion of the Subscription have been made:
Lock-Up AgreementAlgoma Steel Group Inc. • July 7th, 2021 • Delaware
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 24, 2021, by and among 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the “Company”), Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”), and Legato Merger Corp., a Delaware corporation (“SPAC”). pursuant to which, among other things, on the terms and conditions set forth therein, at the Effective Time, Merger Sub will merge with and into SPAC (the “Merger”), with SPAC surviving as a direct, wholly-owned subsidiary of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
INTERCREDITOR AGREEMENT dated as of November 30, 2018 among ALGOMA STEEL INTERMEDIATE HOLDINGS INC., ALGOMA STEEL INC., the other GRANTORS from time to time party hereto, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA, as ABL Facility Administrative...Intercreditor Agreement • July 7th, 2021 • Algoma Steel Group Inc.
This INTERCREDITOR AGREEMENT is dated as of November 30, 2018 and is entered into by and among ALGOMA STEEL INTERMEDIATE HOLDINGS INC., a corporation incorporated under the laws of the Province of British Columbia (“Holdings”), ALGOMA STEEL INC., a corporation incorporated under the laws of the Province of British Columbia (the “Company”), the other Grantors (as defined in Section 1.1 below) from time to time party hereto, WELLS FARGO CAPITAL FINANCE CORPORATION CANADA (“Wells Fargo”), as ABL Facility Administrative Agent and as ABL Facility Collateral Agent (each, as defined below), CORTLAND CAPITAL MARKET SERVICES LC (“Cortland”), as Term Loan Administrative Agent and as Term Loan Collateral Agent (each, as defined below), HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO, AS REPRESENTED BY THE MINISTER OF ENERGY, NORTHERN DEVELOPMENT AND MINES as the Ontario Capex Facility Lender (as defined below) and, upon execution of an Intercreditor Agreement Joinder pursuant to Section 8.22 hereof, HE
ADVANCED MANUFACTURING FUND AMENDED AND RESTATED CONTRIBUTION AGREEMENTContribution Agreement • July 7th, 2021 • Algoma Steel Group Inc.
WHEREAS the Federal Economic Development Agency for Southern Ontario was created to help make Canadians more productive and competitive in the knowledge-based economy, by supporting economic development, economic diversification, job creation, and self-reliant communities in Southern Ontario (as defined herein);
Algoma Steel Inc. a corporation established and organized under the laws of the Province of British Columbia – and – Her Majesty the Queen in Right of Ontario, as represented by the Minister of Energy, Northern Development and Mines CREDIT AGREEMENTCredit Agreement • July 7th, 2021 • Algoma Steel Group Inc. • Ontario
STRATEGIC INNOVATION FUND Adoption of New Innovative Equipment to Streamline Operations and Improve Plate Production and Enhance Grade CapabilityAlgoma Steel Group Inc. • July 7th, 2021 • Ontario
I- The Strategic Innovation Fund (“SIF’) is designed to encourage research and development, and accelerate the technology transfer and commercialization of innovative products, services, and processes; facilitate the growth and expansion of firms; secure economically significant mandates within or to Canada; and, advance industrial research and technology demonstration activities through collaboration;
SENIOR SECURED TERM LOAN CREDIT AGREEMENT among ALGOMA DOCKS LIMITED PARTNERSHIP, as Borrower and ALGOMA DOCKS GP INC., as General Partner and ALGOMA STEEL INC., as Guarantor and GIP PRIMUS, L.P., as an Investor and BRIGHTWOOD CAPITAL FUND III...Credit Agreement • July 7th, 2021 • Algoma Steel Group Inc. • Ontario
THIS SENIOR SECURED TERM LOAN CREDIT AGREEMENT dated as of November 30, 2018, is made among ALGOMA DOCKS LIMITED PARTNERSHIP, as Borrower, ALGOMA DOCKS GP INC., as General Partner, ALGOMA STEEL INC., as Guarantor, GIP PRIMUS, L.P., as Investor, BRIGHTWOOD CAPITAL FUND III HOLDINGS SPV-3, LLC, as Investor, BRIGHTWOOD CAPITAL FUND III-U, LP, as Investor, FORETHOUGHT LIFE INSURANCE COMPANY, as Investor, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and CORTLAND CAPITAL MARKET SERVICES LLC, as Collateral Agent.
SUPPORT AGREEMENTSupport Agreement • July 7th, 2021 • Algoma Steel Group Inc. • Delaware
This Support Agreement (this “Agreement”) is made as of May 24, 2021, by and between 1295908 B.C. Ltd., a company organized under the laws of the Province of British Columbia (the “Company”) and the undersigned SPAC shareholders (the “Voting Parties” and each a “Voting Party”).
Legato Merger Crop.Algoma Steel Group Inc. • July 7th, 2021
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Legato Merger Corp, (the “Company’’) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Crescendo Advisors II, LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 777 Third Avenue, 37th Floor, New York, New York 10017 (or any successor location). In exchange therefore, the Company shall pay Crescendo Advisors II, LLC the sum of $15,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. Crescendo Ad
TERM LOAN CREDIT AGREEMENT among ALGOMA STEEL INTERMEDIATE HOLDINGS INC., ALGOMA STEEL INC., CERTAIN SUBSIDIARIES OF ALGOMA STEEL INC. FROM TIME TO TIME PARTY HERETO, VARIOUS LENDERS and CORTLAND CAPITAL MARKET SERVICES LLC, as ADMINISTRATIVE AGENT...Term Loan Credit Agreement • July 7th, 2021 • Algoma Steel Group Inc.
TERM LOAN CREDIT AGREEMENT, dated as of November 30, 2018, among ALGOMA STEEL INTERMEDIATE HOLDINGS INC., a corporation incorporated under the laws of the Province of British Columbia (“Holdings”), ALGOMA STEEL INC. (f/k/a 1076318 B.C. LTD.), a corporation incorporated under the laws of the Province of British Columbia (the “Borrower”), the Subsidiary Guarantors party hereto from time to time, the Lenders party hereto from time to time, and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.
