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”).
