PARTICIPATION AGREEMENT (EXECUTIVES)Participation Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Participation Agreement (the "Agreement") is made and entered into as of [DATE] by and between Merrill Corporation, a Minnesota corporation ("Merrill") and [EXECUTIVE NAME], an individual residing at [EXECUTIVE ADDRESS] (the "Employee").
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Executive Employment Agreement (this "Agreement") is made and entered into as of July 14, 1999, by and among Viking Merger Sub, Inc., a Minnesota corporation (which, together with its Subsidiaries (as herein defined) is called the "Company"), and John Castro ("Employee").
MERRILL CORPORATION FORM OF WARRANT FOR THE PURCHASE OF CLASS B COMMON STOCK OF MERRILL CORPORATIONMerrill Corp • February 13th, 2006 • Commercial printing • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE INVESTORS' AGREEMENT (AS HEREIN DEFINED), COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY OR ANY SUCCESSOR THERETO.
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Employment Agreement is made as of November 18, 2005 between Merrill Communications LLC (the "Company" or "Merrill"), with its principal place of business at One Merrill Circle, St. Paul, MN, 55108 and Perry Solomon (the "Executive" or "you").
LENDER CONSENT LETTER MERRILL CORPORATIONAnd Combined Credit Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
THIS AMENDED, RESTATED AND COMBINED CREDIT AGREEMENT, dated as of December 22, 2005, is among MERRILL COMMUNICATIONS LLC, a Delaware limited liability company (the "Borrower"), MERRILL CORPORATION, a Minnesota corporation ("Holdings"), the various financial institutions that are or may become parties hereto (collectively, the "Lenders"), BANK OF AMERICA, N.A. ("BANA"), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders, CREDIT SUISSE ("Credit Suisse"), as Joint Lead Arranger and Joint Bookrunner, BANC OF AMERICA SECURITIES LLC ("BAS"), as Joint Lead Arranger (and together with Credit Suisse, the "Lead Arrangers") and Joint Bookrunner, DEUTSCHE BANK SECURITIES INC. ("DBSI"), as Joint Bookrunner (and, together with Credit Suisse and DBSI, the "Bookrunners") and Syndication Agent (in such capacity, the "Syndication Agent") and CALYON NEW YORK BRANCH, NATIONAL CITY BANK and LASALLE BANK, N.A. as Co-Documentation Agents (in such capacity, the "Co-Document
QuickLinks -- Click here to rapidly navigate through this documentMerrill Corp • February 13th, 2006 • Commercial printing • New York
THIS SECURITY (OR ITS PREDECESSOR) AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, UNITED STATES PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:
PREFERRED STOCKHOLDERS AGREEMENTPreferred Stockholders Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
PREFERRED STOCKHOLDERS AGREEMENT dated as of August 9, 2002, by and among Merrill Corporation, a Minnesota corporation (the "Company"), and all of the Company's existing holders of outstanding preferred stock, as such holders are set forth on the signature page of this Agreement (each a "Preferred Stockholder", and collectively, the "Preferred Stockholders").
MERRILL CORPORATION FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 13th, 2006 • Merrill Corp • Commercial printing
This FIRST AMENDMENT, dated as of December 30, 2005 (this "First Amendment"), is entered into by and among MERRILL COMMUNICATIONS LLC, a Delaware limited liability company (the "Borrower"), MERRILL CORPORATION, a Minnesota corporation ("Holdings"), the Lenders party hereto, and BANK OF AMERICA, N.A. ("BANA"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent"), and is made with reference to that certain Amended, Restated and Combined Credit Agreement, dated as of December 22, 2005 (the "Credit Agreement") by and among the Borrower, Holdings, the banks, financial institutions and other entities party thereto, and BANA, as administrative agent and collateral agent for the Lenders. Capitalized terms used herein not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement.
CLOSING AGREEMENT AND AMENDMENT NO. 1 TO MERGER AGREEMENTMerger Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
This Closing Agreement and Amendment No. 1 to Merger Agreement (the "Closing Agreement") is entered into and effective as of 6:00 p.m. (Central Standard Time) on December 31, 2005 (the "Effective Time") by and between Merrill Communications LLC, a Delaware limited liability company ("Parent"), Capture Merger Corp., a Delaware corporation ("Merger Sub"), a wholly owned subsidiary of Parent, and WordWave, Inc., a Delaware corporation (the "Company") and Perry Solomon, as Stockholder Representative.
FIRST AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • February 13th, 2006 • Merrill Corp • Commercial printing
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") is entered into effective as of April 30, 2003, between Merrill Corporation, a Minnesota corporation ("Merrill"), and (the "Employee"), to amend the Participation Agreement, dated as of January 28, 2000, between Merrill and the Employee (the "Agreement").
STOCK TRANSFER RESTRICTION AGREEMENTMerrill Corp • February 13th, 2006 • Commercial printing • Minnesota
This Stock Transfer Restriction Agreement (as amended from time to time pursuant to the terms hereof, this "Agreement"), is made and entered into as of February 10, 2006, by and among Merrill Corporation, a Minnesota corporation ("Merrill"), and each of the undersigned individuals who are also officers of Merrill (each an "Officer/Shareholder" and collectively, the "Officer/Shareholders") of Merrill.
AGREEMENT AND PLAN OF MERGER by and among CAPTURE MERGER CORP., MERRILL COMMUNICATIONS LLC, WORDWAVE, INC. and PERRY SOLOMON, AS STOCKHOLDER REPRESENTATIVE Dated as of November 18, 2005Agreement and Plan of Merger • February 13th, 2006 • Merrill Corp • Commercial printing • New York
AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 18, 2005, by and among Merrill Communications LLC, a Delaware limited liability company ("Parent"), Capture Merger Corp., a Delaware corporation ("Merger Sub"), a wholly owned subsidiary of Parent, and WordWave, Inc., a Delaware corporation (the "Company") and Perry Solomon, as Stockholder Representative.
FIRST AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • February 13th, 2006 • Merrill Corp • Commercial printing
THIS FIRST AMENDMENT TO PARTICIPATION AGREEMENT (this "Amendment") is entered into effective as of February , 2003, between Merrill Corporation, a Minnesota corporation ("Merrill"), and (the "Employee"), to amend the Participation Agreement, dated , , between Merrill and the Employee (the "Agreement").
NON-COMPETITION AGREEMENTNon-Competition Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
THIS NON-COMPETITION AGREEMENT dated as of November 18, 2005 (this "Agreement"), is by and between Merrill Communications LLC, a Delaware limited liability company ("Parent") and Perry Solomon, an individual residing at 26 Homestead Street, Newton, MA 02468 ("Individual").
WARRANT REGISTRATION RIGHTS AGREEMENT MERRILL CORPORATIONWarrant Registration Rights Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • New York
This Warrant Registration Rights Agreement (this "Agreement") is made and entered into as of November 23, 1999, between Merrill Corporation, a Minnesota corporation (the "Issuer" or the "Company"), and Donaldson, Lufkin & Jenrette Securities Corporation (the "Initial Purchaser").
PARTICIPATION AGREEMENT (OPTIONS ONLY)Participation Agreement • February 13th, 2006 • Merrill Corp • Commercial printing • Minnesota
This Participation Agreement (this "Agreement") is made and entered into as of [DATE], 2004 by and between Merrill Corporation, a Minnesota corporation ("Merrill") and [NAME], an individual residing at [ADDRESS] (the "Employee").
