Common use of Issuance and Delivery of Shares Clause in Contracts

Issuance and Delivery of Shares. In accordance with the Plan, the Company shall ascribe to you a number of Shares underlying the RSUs that vest, less any Shares used to satisfy the obligation to withhold income and/or employment taxes in connection with the vesting of any RSUs, as soon as administratively practical following the date your RSUs vest but in no event later than 60 days following the date your RSUs vest. Taxes The Company may require payment of or withhold any income or employment tax which it believes is payable as a result of vesting of the RSUs or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the Shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligation. The Company may withhold Shares to satisfy such withholding obligations. No Effect on Employment Or Other Relationship Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time, with or without cause. The termination of employment or other relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under this Agreement. Governing Law The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws, except to the extent superseded by the laws of the United States of America. Notices Any notice you give to the Company must follow the procedures then in effect under the Plan and this Agreement. If no other procedures apply, you must deliver your notice in writing by hand or by mail to the office of the Assistant Secretary. If mailed, you should address it to the Company’s Assistant Secretary at the Company’s then corporate headquarters, unless the Company directs Participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to Participants. Plan Governs Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control; provided, however that this Agreement may impose greater restrictions on, or xxxxx xxxxxx rights, than the Plan. The Administrator may adjust the number of Shares and other terms of the RSU Award from time to time as the Plan provides. SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PARTICIPANT ACKNOWLEDGEMENT I acknowledge I received a copy of the Plan and this Agreement (including Schedule I). I represent that I have read and am familiar with the terms of the Plan and this Agreement (including Schedule I). By signing where indicated below, I accept the RSU Award subject to all of the terms and provisions of this Agreement (including Schedule I) and the Plan, as may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan and this Agreement with respect to the RSU Award. EMPLOYEE SCHOOL SPECIALTY, INC. By: By: Date: Date: SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT SCHEDULE I RSU Grant Number: Participant Information: Name:

Issuance and Delivery of Shares. In accordance with the Plan, the Company shall ascribe to you a number of Shares underlying the RSUs that vest, less any Shares used to satisfy the obligation obligation, if any, to withhold income and/or employment taxes in connection with the vesting of any RSUs, as soon as administratively practical following the date your RSUs vest but in no event later than 60 days following the date your RSUs vest. Taxes The Company may require payment of or withhold any income or employment withholding tax which it believes is payable as a result of vesting of the RSUs or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the Shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligation. The Company may withhold Shares to satisfy such withholding obligations. Compliance You may not sell or otherwise dispose of the RSU Award in violation of applicable law. No Effect on Employment Or Other Relationship Relationships Nothing in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment its or other their relationship with you at any time, with or without cause. The termination of employment or other any such relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under this Agreementthe Plan. Governing Law The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws, except to the extent superseded by the laws of the United States of America. Notices Any notice you give to the Company must follow the procedures then in effect under the Plan and this Agreement. If no other procedures apply, you must deliver your notice in writing by hand or by mail to the office of the Assistant SecretarySecretary designated by the Administrator. If mailed, you should address it to the Company’s such Assistant Secretary at the Company’s then corporate headquarters, unless the Company directs Participants grantees to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to Participantsgrantees. Plan Governs Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control; provided, however however, that this Agreement may impose greater restrictions on, or xxxxx xxxxxx rights, than the Plan. The Administrator may adjust the number of Shares and other terms of the RSU Award from time to time as the Plan provides. SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PARTICIPANT ACKNOWLEDGEMENT GRANTEE ACKNOWLEDGMENT I acknowledge that I have received a copy of the Plan and this Agreement (including Schedule I). I represent that I have read and am familiar with the terms of the Plan and this Agreement (including Schedule I). By signing where indicated below, I accept the RSU Award subject to all of the terms and provisions of this Agreement (including Schedule I) and the Plan, as may be amended in accordance with its terms. I agree to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan and this Agreement with respect to the RSU Award. EMPLOYEE SCHOOL SPECIALTY, INC. By: By: Date: Date: SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT SCHEDULE I RSU Grant Number: Participant Information: Name:: Restricted Stock Information: RSUs Granted: Date of Grant: RSU Vesting Provisions

Issuance and Delivery of Shares. In accordance The Company covenants that the Shares, when issued and delivered pursuant to the exercise of any Warrants represented by this Warrant Agreement, (a) will be duly and validly issued and fully paid, (b) will be issued and delivered in compliance with all applicable securities law, (c) will not be subject to any preemptive, right of first refusal or similar rights and (d) will be free from all taxes, liens and charges with respect to the Planissuance and delivery thereof; provided that, at the time or times prescribed by applicable law, or reasonably requested by the Company, the Holder shall provide to the Company such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Company as will permit any issuance and delivery of securities to be made without withholding. The Company agrees that the Public Company shall not, and shall cause the Public Company not to, take any action to amend any provision of the Articles of Association in any manner that is disproportionately adverse to the Holder or frustrates the purpose of this Warrant Agreement, in each case, without the written consent of the Holder. Upon each exercise of a Warrant, the Company shall ascribe deliver the Shares promptly and, in any event, within ten (10) business days following exercise in accordance with this Warrant Agreement. Prior to you a number of Shares underlying the RSUs that vest, less any Shares used to satisfy the obligation to withhold income and/or employment taxes in connection with the vesting exercise of any RSUsWarrants, as soon as administratively practical following the date your RSUs vest but in no event later than 60 days following the date your RSUs vest. Taxes The Company Holder may require payment of or withhold any income or employment tax which it believes is payable as a result of vesting of the RSUs or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the Shares until arrangements satisfactory provide prior written notice to the Company have been made with regard that it intends to any exercise Warrants at least five (5) business days prior to the Holder exercising such withholding obligation. The Company may withhold Shares to satisfy such withholding obligations. No Effect on Employment Or Other Relationship Nothing Warrants, in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any timewhich case, with or without cause. The termination of employment or other relationship, whether by the Company or shall deliver the Shares promptly and, in any of its affiliates or otherwiseevent, and regardless of the reason for such termination, has the consequences provided for under this Agreement. Governing Law The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles of conflict of laws, except to the extent superseded by the laws of the United States of America. Notices Any notice you give to the Company must follow the procedures then in effect under the Plan and this Agreement. If no other procedures apply, you must deliver your notice in writing by hand or by mail to the office of the Assistant Secretary. If mailed, you should address it to the Company’s Assistant Secretary at the Company’s then corporate headquarters, unless the Company directs Participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company will address any notices to you at your office or home address as reflected on the Company’s personnel or other within five (5) business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to Participants. Plan Governs Wherever a conflict may arise between the terms of this Agreement and the terms of the Plan, the terms of the Plan will control; provided, however that this Agreement may impose greater restrictions on, or xxxxx xxxxxx rights, than the Plan. The Administrator may adjust the number of Shares and other terms of the RSU Award from time to time as the Plan provides. SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PARTICIPANT ACKNOWLEDGEMENT I acknowledge I received a copy of the Plan and this Agreement (including Schedule I). I represent that I have read and am familiar with the terms of the Plan and this Agreement (including Schedule I). By signing where indicated below, I accept the RSU Award subject to all of the terms and provisions of this Agreement (including Schedule I) and the Plan, as may be amended days following exercise in accordance with its termsthis Warrant Agreement. I agree Notwithstanding the foregoing, in the event that, after the Company and the Public Company shall have exercised reasonable best efforts to accept deliver the Shares in accordance with the ten (10) or five (5) business day period, as bindingapplicable, conclusiveset forth above, and final all decisions it is commercially impracticable to deliver the Shares in accordance with such ten (10) or interpretations of the Administrator concerning any questions arising under the Plan and this Agreement five (5) business day period, as applicable, set forth above due to commercial, legal or administrative requirements associated with respect such delivery, then such ten (10) or five (5) business day period, as applicable, shall be tolled for up to the RSU Award. EMPLOYEE SCHOOL SPECIALTY, INC. By: By: Date: Date: SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT SCHEDULE I RSU Grant Number: Participant Information: Name:five (5) business days.

Issuance and Delivery of Shares. In accordance The Initial Shares have been duly authorized and, when issued by the Company in the Sale in compliance with the Planprovisions of this Agreement, the Company (a) shall ascribe to you a number of Shares underlying the RSUs that vest, less any Shares used to satisfy the obligation to withhold income and/or employment taxes in connection with the vesting be free and clear of any RSUsand all liens, security interests, options, claims, encumbrances or restrictions (collectively, “Liens”), except for such restrictions on transfer or ownership as soon as administratively practical following the date your RSUs vest but in no event later than 60 days following the date your RSUs vest. Taxes The Company may require payment of or withhold any income or employment tax which it believes is payable as a result of vesting of the RSUs or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the Shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligation. The Company may withhold Shares to satisfy such withholding obligations. No Effect on Employment Or Other Relationship Nothing set forth in this Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment otherwise imposed by applicable federal or other relationship at any timestate securities laws or by such Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with or without causeall applicable federal and state securities laws. The termination Purchase Right Shares have been duly authorized, subject to receipt of employment or other relationshipthe Stockholder Approval (as defined below), whether and, when issued by the Company or any pursuant to the Purchase Right in compliance with the provisions of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under this Agreement. Governing Law The laws of the State of Delaware will govern all matters relating to this Agreement, without regard to the principles (a) shall be free and clear of conflict of lawsany and all Liens, except to the extent superseded for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by the applicable federal or state securities laws or by such Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The issuance and delivery of the United States of America. Notices Any notice you give Shares are not subject to the Company must follow the procedures then any preemptive or similar rights, except as described in effect under the Plan and this Agreement. If no other procedures apply, you must deliver your notice in writing by hand or by mail to the office of the Assistant Secretary. If mailed, you should address it to the Company’s Assistant Secretary at the Company’s then corporate headquarters, unless the Company directs Participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to Participants. Plan Governs Wherever a conflict may arise between the terms of this Agreement and the terms in Section 5.14(b) of the PlanCredit Agreement, the terms dated as of the Plan will control; providedMarch 13, however that this Agreement 2009, as it may impose greater restrictions onbe amended, amended and restated, supplemented or xxxxx xxxxxx rights, than the Plan. The Administrator may adjust the number of Shares and other terms of the RSU Award otherwise modified from time to time as (the Plan provides. SCHOOL SPECIALTY“Credit Agreement”), INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PARTICIPANT ACKNOWLEDGEMENT I acknowledge I received a copy among the Company, certain subsidiaries of the Plan Company as facility guarantors, Wilmington Trust FSB, in its capacity as administrative agent and this Agreement in its capacity as collateral agent thereunder, Lion Capital (including Schedule IAmericas) Inc., as a lender, and Lion/Hollywood L.L.C. (“Lion”). I represent that I have read and am familiar with the terms of the Plan and this Agreement (including Schedule I). By signing where indicated below, I accept the RSU Award subject to all of the terms and provisions of this Agreement (including Schedule I) as a lender, and the Plan, as may be amended in accordance with its terms. I agree other lenders from time to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan and this Agreement with respect to the RSU Award. EMPLOYEE SCHOOL SPECIALTY, INC. By: By: Date: Date: SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT SCHEDULE I RSU Grant Number: Participant Information: Name:time party thereto.

Issuance and Delivery of Shares. In accordance The Initial Shares have been duly authorized, subject to receipt of the Stockholder Approval (as defined below), and, when issued by the Company in the Sale, in compliance with the Planprovisions of this Agreement, the Company (a) shall ascribe to you a number of Shares underlying the RSUs that vest, less any Shares used to satisfy the obligation to withhold income and/or employment taxes in connection with the vesting be free and clear of any RSUsand all liens, security interests, options, claims, encumbrances or restrictions (collectively, “Liens”), except for such restrictions on transfer or ownership as soon as administratively practical following the date your RSUs vest but in no event later than 60 days following the date your RSUs vest. Taxes The Company may require payment of or withhold any income or employment tax which it believes is payable as a result of vesting of the RSUs or any payments thereon or in connection therewith, and the Company may defer making delivery with respect to the Shares until arrangements satisfactory to the Company have been made with regard to any such withholding obligation. The Company may withhold Shares to satisfy such withholding obligations. No Effect on Employment Or Other Relationship Nothing set forth in this Agreement restricts or otherwise imposed by applicable federal or state securities laws or by the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any timePurchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with or without causeall applicable federal and state securities laws. The termination Purchase Right Shares have been duly authorized, subject to receipt of employment or other relationshipthe Stockholder Approval, whether and, when issued by the Company or any pursuant to the Purchase Right in compliance with the provisions of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under this Agreement. Governing Law The laws of the State of Delaware will govern all matters relating to this Agreement, without regard (a) shall be free and clear of any and all Liens, except for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by the Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The Anti-Dilution Shares have been duly authorized, subject to receipt of the Stockholder Approval, and, when issued by the Company pursuant to the principles Charney Anti-Dilution Provision (as defined below) in compliance with the provisions of conflict this Agreement, (a) shall be free and clear of lawsany and all Liens, except to the extent superseded for such restrictions on transfer or ownership as set forth in this Agreement or otherwise imposed by applicable federal or state securities laws or by the laws Purchaser, (b) shall have been duly authorized and validly issued, (c) shall be fully paid and nonassessable and (d) shall have been issued in compliance with all applicable federal and state securities laws. The issuance and delivery of the United States of America. Notices Any notice you give Shares are not subject to the Company must follow the procedures then any preemptive or similar rights, except as described in effect under the Plan and this Agreement. If no other procedures apply, you must deliver your notice in writing by hand or by mail to the office of the Assistant Secretary. If mailed, you should address it to the Company’s Assistant Secretary at the Company’s then corporate headquarters, unless the Company directs Participants to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company will address any notices to you at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to Participants. Plan Governs Wherever a conflict may arise between the terms of this Agreement and the terms provided that Lion/Hollywood L.L.C. (“Lion”) has certain anti-dilution rights under Section 5.14(b) of the PlanCredit Agreement, the terms dated as of the Plan will control; providedMarch 13, however that this Agreement 2009, as it may impose greater restrictions onbe amended, amended and restated, supplemented or xxxxx xxxxxx rights, than the Plan. The Administrator may adjust the number of Shares and other terms of the RSU Award otherwise modified from time to time as (the Plan provides. SCHOOL SPECIALTY“Credit Agreement”), INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT PARTICIPANT ACKNOWLEDGEMENT I acknowledge I received a copy among the Company, certain subsidiaries of the Plan Company as facility guarantors, Wilmington Trust FSB, in its capacity as administrative agent and this Agreement in its capacity as collateral agent thereunder, Lion Capital (including Schedule I). I represent that I have read Americas) Inc., as a lender, and am familiar with the terms of the Plan and this Agreement (including Schedule I). By signing where indicated belowLion, I accept the RSU Award subject to all of the terms and provisions of this Agreement (including Schedule I) as a lender, and the Plan, as may be amended in accordance with its terms. I agree other lenders from time to accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan and this Agreement with respect to the RSU Award. EMPLOYEE SCHOOL SPECIALTY, INC. By: By: Date: Date: SCHOOL SPECIALTY, INC. 2014 INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT SCHEDULE I RSU Grant Number: Participant Information: Name:time party thereto.