AGREEMENT AND PLAN OF MERGER by and among: QUAD/GRAPHICS, INC., QLC MERGER SUB, INC., and LSC COMMUNICATIONS, INC. Dated as of October 30, 2018Merger Agreement • October 31st, 2018 • LSC Communications, Inc. • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 30, 2018, by and among: QUAD/GRAPHICS, INC., a Wisconsin corporation (“Parent”); QLC MERGER SUB, INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); and LSC COMMUNICATIONS, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 31st, 2018 • LSC Communications, Inc. • Commercial printing • Wisconsin
VOTING AND SUPPORT AGREEMENT, dated as of October 30, 2018 (this “Agreement”) by and among LSC Communications, Inc., a Delaware corporation (the “Company”), and the trustees (the “Trustees”) under the Amended and Restated Voting Trust Agreement, dated as of June 25, 2010 (the “Voting Trust Agreement”), pursuant to which certain shares of capital stock of Quad/Graphics, Inc., a Wisconsin corporation (“Parent”), are held by the Quad/Graphics, Inc. Voting Trust (the “Voting Trust”).
