ARRANGEMENT AGREEMENT between QUAD/GRAPHICS, INC. and WORLD COLOR PRESS INC. dated as of January 25, 2010Arrangement Agreement • January 27th, 2010 • World Color Press Inc. • Commercial printing • New York
THIS ARRANGEMENT AGREEMENT (this “Agreement”) is made and effective as of January 25, 2010 between Quad/Graphics, Inc., a corporation organized and existing under the laws of the State of Wisconsin, U.S.A. (“Acquiror”), and World Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning set forth in Section 7.11.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • January 27th, 2010 • World Color Press Inc. • Commercial printing • New York
VOTING AND SUPPORT AGREEMENT, dated as of January 25, 2010 (this “Agreement”), among World Color Press Inc., a corporation organized and existing under the laws of Canada (“Company”), the trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated April 29, 2000, as amended (the “Voting Trust Agreement”) pursuant to which certain shares of capital stock of Quad/Graphics, Inc., a Wisconsin corporation (“Acquiror”), are held by the Quad/Graphics, Inc. Voting Trust (the “Voting Trust”), and the undersigned beneficiaries of the Voting Trust (together with the Voting Trust, the “Shareholders”) (such shares of capital stock of Acquiror owned by the Shareholders as of the date hereof, the “Existing Shares” and, together with any Acquiror Shares acquired by the Shareholders after the date hereof, the “Shares”, the trust certificates of the Voting Trust held by such beneficiaries as of the date hereof, the “Existing Trust Certificates” and, together with any trust cer
