AGREEMENT AND PLAN OF MERGER by and among CHATHAM DELTA PARENT, INC. CHATHAM DELTA ACQUISITION SUB, INC., and R. R. DONNELLEY & SONS COMPANY Dated as of December 14, 2021Merger Agreement • December 17th, 2021 • RR Donnelley & Sons Co • Commercial printing • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of December 14, 2021 (this “Agreement”), is made by and among Chatham Delta Parent, Inc., a Delaware corporation (“Parent”), Chatham Delta Acquisition Sub, Inc., a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Acquisition Sub”), and R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”). Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement or in Appendix A.
FIFTH AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 17th, 2021 • RR Donnelley & Sons Co • Commercial printing • New York
This Fifth Amendment to Rights Agreement (this “Amendment”), dated as of December 14, 2021 (the “Effective Date”), between R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”), amends the Rights Agreement, dated as of August 28, 2019, between the Company and the Rights Agent (the “Initial Rights Agreement”), as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020, between the Company and the Rights Agent, the Second Amendment to Rights Agreement, dated as of May 17, 2021, between the Company and the Rights Agent, the Third Amendment to Rights Agreement, dated as of August 27, 2021, between the Company and the Rights Agent, and the Fourth Amendment to Rights Agreement, dated as of November 3, 2021, between the Company and the Rights Agent (the Initial Rights Agreement, as so amended, the “Rights Agreement”).
VOTING AGREEMENTVoting Agreement • December 17th, 2021 • RR Donnelley & Sons Co • Commercial printing • Delaware
This VOTING AGREEMENT (this “Agreement”), is dated as of December 14, 2021, by and among Chatham Delta Parent, Inc., a Delaware corporation (“Parent”), Chatham Asset Management, LLC, a Delaware limited liability company (“CAM”), R. R. Donnelley & Sons Company, a Delaware corporation (the “Company”) and the undersigned entities listed on Annex A (each, a “Principal Stockholder,” and together with CAM, collectively, the “Principal Stockholders”).
