RESTRUCTURING AND LOCK-UP AGREEMENTRestructuring and Lock-Up Agreement • May 22nd, 2008 • Vertis Inc • Services-advertising agencies • New York
This Restructuring and Lock-Up Agreement dated as of May 22, 2008 (this “Agreement”) is made by and among (i) the undersigned holders or investment advisers or managers of discretionary accounts that hold the Notes (as defined below) set forth on such holder’s or manager’s signature page hereto (each, a “Consenting Noteholder”), (ii) American Color Graphics, Inc. (“ACG”) and ACG Holdings Inc. (“ACG Holdings” and, together with ACG, the “ACG Parties”), and (iii) Vertis, Inc. (“Vertis” and, together with ACG, the “Companies”), Vertis Holdings, Inc. (“Vertis Holdings”), Webcraft, LLC, Webcraft Chemicals, LLC, Enteron Group, LLC, Vertis Mailing, LLC and USA Direct, LLC (collectively with the other entities in (iii), the “Vertis Parties”) (each of the foregoing, a “Party,” and collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER by and among Vertis Holdings, Inc. Vertis, Inc. Victory Merger Sub, LLC and ACG Holdings, Inc. Dated as of May 22, 2008Agreement and Plan of Merger • May 22nd, 2008 • Vertis Inc • Services-advertising agencies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 22, 2008 (this “Agreement”), is entered into by and among Vertis Holdings, Inc., a Delaware corporation (“Holdings”), Vertis, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdings (“Vertis”), Victory Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Vertis (“Victory Merger Sub”), and ACG Holdings, Inc., a Delaware corporation (“ACG”).
