VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement and Irrevocable Proxy • December 27th, 2006 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • New York
This Voting Agreement and Irrevocable Proxy dated as of December 26, 2006 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”) and Cenveo, Inc., a Colorado corporation (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (the “Merger Agreement”) among Parent, Mouse Acquisition Corp., a Virginia corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Cadmus Communications Corporation, a Virginia corporation (the “Company”).
AGREEMENT OF MERGER DATED AS OF DECEMBER 26, 2006 AMONG CENVEO, INC., MOUSE ACQUISITION CORP. AND CADMUS COMMUNICATIONS CORPORATIONAgreement of Merger • December 27th, 2006 • Cenveo, Inc • Converted paper & paperboard prods (no contaners/boxes) • Virginia
This Agreement of Merger dated as of December 26, 2006 (this “Agreement”) is among Cenveo, Inc., a Colorado corporation (“Parent”), Mouse Acquisition Corp., a Virginia corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Cadmus Communications Corporation, a Virginia corporation (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 8.15.
