SECURITIES PURCHASE AGREEMENT by and among 1000815816 ONTARIO INC., NIAGARA INVESTMENTS, LTD., THE SHAREHOLDERS NAMED HEREIN, ZMC NIAGARA INVESTMENT (CANADA), LTD., ZMC NIAGARA INVESTMENT (CAYMAN), L.P., FANSEA INVESTMENTS LTD., UXL INVESTMENT...Securities Purchase Agreement • March 12th, 2024 • Scholastic Corp • Books: publishing or publishing & printing • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 11, 2024, by and among 1000815816 Ontario Inc., a corporation existing under the Laws of the Province of Ontario, Canada (“Buyer”), Niagara Investments, Ltd., a corporation existing under the Laws of the Province of Ontario, Canada (the “Company”), ZMC Niagara Investment (Canada), Ltd., a corporation existing under the Laws of the Province of British Columbia, Canada (“ZMC Blocker”), Fansea Investments Ltd., a corporation existing under the laws of Ontario (“Commisso Holdco”), Tzia Limited, a corporation existing under the laws of Ontario (“Osborne Holdco”), 2424886 Ontario Limited, a corporation existing under the laws of Ontario (“Jarosz Holdco” and, together with Commisso Holdco and Osborne Holdco, the “Management Holdcos”), all of the shareholders of the Company other than ZMC Blocker and the Management Holdcos (each of whom are listed on Exhibit A Part I attached hereto) (each a “Niagara Seller” and,
GUARANTEE AGREEMENTGuarantee Agreement • March 12th, 2024 • Scholastic Corp • Books: publishing or publishing & printing
This GUARANTEE AGREEMENT, dated as of March 11, 2024 (this “Guarantee”), is entered into by Scholastic Inc. (“Parent”) in favor of the Company, Sellers and Sellers’ Representative (on behalf of Sellers) (each as defined below). Capitalized terms used herein without definition shall have the respective meanings specified in the Purchase Agreement.
