The Michaels Companies, Inc. 12,000,000 Shares of Common Stock Underwriting AgreementLetter Agreement • December 14th, 2016 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of The Michaels Companies, Inc., a Delaware corporation (the “Company”), propose to sell to the Underwriters listed in Schedule 1 hereto (the “Underwriters”), an aggregate of 12,000,000 shares of common stock, par value $0.067751 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. In the event only one underwriter is listed in Schedule 1 hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule 1.
