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$69	Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (258K) Doc #528933: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER dated June 27, 2005 among BGS COMPANIES, INC. (?BGS?) BOWNE & CO., INC. BOWNE OF NEW YORK CITY, LLC (the ?Sellers?) LIONBRIDGE TECHNOLOGIES, INC. (the ?Buyer?) and GGS ACQUISITION CORP. (the ?Transitory Subsidiary?) TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 . . . 528933	Bowne Bowne & Co., Inc. ( Printing Services ) ; Lionbridge Lionbridge Technologies Inc. ( Business Services ) As referenced in this Agreement and Plan of Merger: LIONBRIDGE TECHNOLOGIES, INC – MERGER Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated June 27, 2005 among BGS COMPANIES, INC. (BGS) BOWNE & CO., INC. BOWNE OF NEW YORK CITY, LLC (the Sellers) LIONBRIDGE TECHNOLOGIES, INC . (the Buyer) and GGS ACQUISITION CORP. (the Transitory Subsidiary) TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 Conversion of Shares 1 _____________ Lionbridge Technologies, Inc – Buyer Knowledge Parties Disclosure Schedule -iv- AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this Agreement) is entered into as of June 27, 2005 by and among Lionbridge Technologies, Inc ., a Delaware corporation (the Buyer), GGS Acquisition Corp., a Delaware corporation (Transitory Subsidiary), BGS Companies, Inc., a Delaware corporation (BGS), Bowne & Co., Inc., a Delaware corporation (the Parent), _____________ Lionbridge Technologies, Inc – 1155 Avenue of the Americas New York, New York 10036 Attention: Mark L. Mandel, Esq. Telecopy: (212) 354-8113 Copy (which shall not If to the Buyer: constitute notice) to: Lionbridge Technologies, Inc . 1050 Winter Street Suite 2300 Waltham, MA 02451 Attention: General Counsel Telecopy: (781) 434-6057 Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Attention: _____________ LIONBRIDGE TECHNOLOGIES, INC – to $, Dollars or US$ refer to currency of the United States of America. -76- IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. LIONBRIDGE TECHNOLOGIES, INC . By:/s/ Rory J. Cowan Title: Chief Executive Officer and President GGS ACQUISITION CORP. By:/s/ Rory J. Cowan Title: President BGS COMPANIES, INC. By: /s/ Scott L. Spitzer _____________ dt 1380518 ; Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wachovia Bank, Na – and its Affiliates. Financial Statements shall have the meaning set forth in Section 2.6(a). -65- Financing Commitment shall mean that certain commitment letter dated June 28, 2005 from Wachovia Bank, Na tional Association and Wachovia Capital Markets, LLC. GAAP shall mean United States generally accepted accounting principles. Governmental Entity shall mean any government or political subdivision or regulatory authority, whether foreign _____________ dt 1386295 ;	Wachovia Capital Wachovia Capital Markets, LLC ( Financial ) As referenced in this Agreement and Plan of Merger: Wachovia Capital Markets, LLC – shall have the meaning set forth in Section 2.6(a). -65- Financing Commitment shall mean that certain commitment letter dated June 28, 2005 from Wachovia Bank, National Association and Wachovia Capital Markets, LLC . GAAP shall mean United States generally accepted accounting principles. Governmental Entity shall mean any government or political subdivision or regulatory authority, whether foreign or domestic, federal, state, provincial, territorial, _____________ dt 1485302 ; Wilmer Cutler Wilmer, Cutler & Pickering ( Legal ) As referenced in this Agreement and Plan of Merger: Wilmer Cutler – 8113 Copy (which shall not If to the Buyer: constitute notice) to: Lionbridge Technologies, Inc. 1050 Winter Street Suite 2300 Waltham, MA 02451 Attention: General Counsel Telecopy: (781) 434-6057 Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 Attention: Mark G. Borden, Esq. and Jeffrey A. Hermanson, Esq. Telecopy: (617) 526-5000 -73- Any Party may give _____________ dt 1415032
$35	Full Doc	2004	Long-Term Performance Plan Long-Term Performance Plan (15K) Doc #529133: This document is immediately available for purchase, but does not have a preview available for viewing. 529133	Bowne Bowne & Co., Inc. ( Printing Services )
$39	Preview Full Doc	2004	Executive Stock Option Plan Executive Stock Option Plan (8K) Doc #885164: Click preview link for longer preview. EXECUTIVE STOCK OPTION PLAN QUEBECOR WORLD INC. In force April 23, 1992 April 1992 Re-issue April 2000 I. Purposes of the Plan The principal purposes of the Executive Stock Option Plan (the "Plan") of Quebecor World Inc. (formerly known as Quebecor Printing Inc.) (the "Company") are to: a) encourage the furthering of the Company's development and growth; b) link executive compensation with increased value for shareholders; c) attract and retain key executives; and d) develop a sense of ownership in the Company. II. Administration The Plan is . . . 885164	Quebecor World Quebecor World Inc. ( Printing Services ) As referenced in this Executive Stock Option Plan: QUEBECOR WORLD INC – EX-4.3 2 a2135314zex-4_3.htm EXHIBIT 4.3 QuickLinks -- Click here to rapidly navigate through this document EXHIBIT 4.3 EXECUTIVE STOCK OPTION PLAN QUEBECOR WORLD INC . In force April 23, 1992 April 1992 Re-issue April 2000 I. Purposes of the Plan The principal purposes of the Executive Stock Option Plan (the "Plan") of Quebecor _____________ Quebecor World Inc – WORLD INC. In force April 23, 1992 April 1992 Re-issue April 2000 I. Purposes of the Plan The principal purposes of the Executive Stock Option Plan (the "Plan") of Quebecor World Inc . (formerly known as Quebecor Printing Inc.) (the "Company") are to: a) encourage the furthering of the Company's development and growth; b) link executive compensation with increased value for _____________ QUEBECOR WORLD INC – granted. XIV. Effective Date of the Plan and Subsequent Modifications The effective date of the initial Plan is April 1992. Modifications were made subsequently. 5 QuickLinks EXECUTIVE STOCK OPTION PLAN QUEBECOR WORLD INC . In force April 23, 1992 April 1992 Re-issue April 2000 _____________ dt 1551533
$36	Preview Full Doc	2004	Long-Term Incentive Plan Long-Term Incentive Plan (3K) Doc #962463: Click preview link for longer preview. QuickLinks -- Click here to rapidly navigate through this document . . . 962463	Consolidated Graphics Consolidated Graphics Inc. ( Printing Services ) As referenced in this Long-Term Incentive Plan: Consolidated Graphics, Inc – QuickLinks -- Click here to rapidly navigate through this document Exhibit 5 December 13, 2004 Consolidated Graphics, Inc . 5858 Westheimer, Suite 200 Houston, Texas 77057 Re:LONG-TERM INCENTIVE PLAN Ladies and Gentlemen: We have examined the registration statement on Form S-8 ("Registration Statement") to be _____________ Consolidated Graphics, Inc – statement on Form S-8 ("Registration Statement") to be filed by you under the Securities Act of 1933 (the "Act") with the Securities and Exchange Commission in connection with the Consolidated Graphics, Inc . ("Consolidated Graphics") Long Term Incentive Plan (the "Plan"), which registration statement covers the offer and sale of shares of common stock, par value $.01 per share (the "Shares"), of _____________ dt 1375864 ;	Winstead Winstead Sechrest & Minick ( Legal ) As referenced in this Long-Term Incentive Plan: Winstead Sechrest – are within the category of persons whose consent is required under the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Winstead Sechrest & Minick P.C. Winstead Sechrest & Minick P.C. QuickLinks Exhibit 5 _____________ Winstead Sechrest – whose consent is required under the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, /s/ Winstead Sechrest & Minick P.C. Winstead Sechrest & Minick P.C. QuickLinks Exhibit 5 _____________ dt 1382181
$79	Preview Full Doc	2001	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (287K) Doc #1100802: Click preview link for longer preview. among iPrint TECHNOLOGIES, iNC. a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII and Article X only, . . . 1100802	iPrint iPrint Technologies, Inc. ( Printing Services ) As referenced in this Agreement and Plan of Reorganization: iPrint TECHNOLOGIES, iNC – EX-99.3 4 dex993.txt AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 3 AGREEMENT AND PLAN OF REORGANIZATION among iPrint TECHNOLOGIES, iNC . a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII _____________ iPrint Technologies, Inc – Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and among iPrint Technologies, Inc ., a Delaware corporation ("iPrint"), Metal Combination Corp., a California ------ corporation and wholly-owned subsidiary of iPrint ("Sub"), Wood Alliance, Inc., --- a California corporation ("Wood"), and, solely for purposes of _____________ iPrint Technologies, inc – case, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to iPrint or Sub, to: iPrint Technologies, inc . 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 _____________ iPRINT TECHNOLOGIES, INC – Article VIII and Article X only, the Shareholders' Representative, have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. iPRINT TECHNOLOGIES, INC . WOOD ALLIANCE, INC. By: /s/ ROYAL FARROS By: /s/ MONTE WOOD ----------------------------------- --------------------------- Royal Farros Monte Wood President and Chief Executive Officer President and Chief Executive Officer SHAREHOLDERS' REPRESENTATIVE /s/ _____________ dt 1381709 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Agreement and Plan of Reorganization: Comerica Bank, – practice, provided that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by _____________ dt 1424231 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc. ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered _____________ dt 1442803 ;	U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp Piper Jaffray Inc – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc . ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered to Wood _____________ dt 1380088 ; WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Reorganization: Washington Mutual Bank, – that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by this Agreement; (k) _____________ dt 1505610 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – of Merger --------- Exhibit G Escrow Agreement --------- Exhibit H Certificate of Incorporation of iPrint --------- Exhibit I Affiliate Agreements --------- Exhibit J Legal Opinion from Pillsbury Winthrop LLP --------- Exhibit K Legal Opinion from Gray Cary Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and _____________ Gray Cary – Article VII at or prior to the Closing, or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices ------------ of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, CA 94301 or at such other location as the parties hereto agree. On the Closing Date, the parties hereto shall cause _____________ Gray Cary – or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Gray Cary Ware & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect _____________ Gray Cary – Combination under the material contracts of iPrint or material licenses or permits, as set forth in Schedule 7.3(d) --------------- hereto. (e) Wood shall have received a legal opinion from Gray Cary Ware & Freidenrich LLP, counsel to iPrint, substantially in the form of Exhibit K --------- hereto. (f) The Escrow Agreement shall have been executed and delivered by iPrint and the Escrow _____________ Gray Cary – iPrint or Sub, to: iPrint Technologies, inc. 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue 70 Palo Alto, CA 94301 Attention: Henry Lesser, Esq. Fax: (650) 833-2001 Tel: (650) 833-2000 (b) if to Wood, to: _____________ dt 1399265
$57	Preview Full Doc	2001	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (274K) Doc #1100805: Click preview link for longer preview. among iPrint TECHNOLOGIES, iNC. a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII and . . . 1100805	iPrint iPrint Technologies, Inc. ( Printing Services ) As referenced in this Agreement and Plan of Reorganization: iPrint TECHNOLOGIES, iNC – EX-3 4 a2053531zex-3.txt EXHIBIT 3 EXHIBIT 3 AGREEMENT AND PLAN OF REORGANIZATION among iPrint TECHNOLOGIES, iNC . a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII _____________ iPrint Technologies, Inc – June 23, 2001 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "AGREEMENT") is made and entered into as of June 23, 2001 by and among iPrint Technologies, Inc ., a Delaware corporation ("IPRINT"), Metal Combination Corp., a California corporation and wholly-owned subsidiary of iPrint ("SUB"), Wood Alliance, Inc., a California corporation ("WOOD"), and, solely for purposes of _____________ iPrint Technologies, inc – case, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to iPrint or Sub, to: iPrint Technologies, inc . 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 70 with a copy to: Gray Cary Ware & Freidenrich _____________ iPRINT TECHNOLOGIES, INC – Article VIII and Article X only, the Shareholders' Representative, have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. iPRINT TECHNOLOGIES, INC . WOOD ALLIANCE, INC. By: /s/ Royal Farros By: /s/ Monte Wood ------------------------------ ------------------------------ Royal Farros Monte Wood President and Chief Executive President and Chief Executive Officer Officer SHAREHOLDERS' REPRESENTATIVE /s/ _____________ dt 1381710 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Agreement and Plan of Reorganization: Comerica Bank, – practice, provided that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by _____________ dt 1424232 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 OPINION OF FINANCIAL ADVISOR. iPrint has received the opinion of U.S. Bancorp Piper Jaffray Inc. ("PIPER JAFFRAY") to the effect that, as of June __, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered _____________ dt 1442804 ;	U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp Piper Jaffray Inc – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 OPINION OF FINANCIAL ADVISOR. iPrint has received the opinion of U.S. Bancorp Piper Jaffray Inc . ("PIPER JAFFRAY") to the effect that, as of June __, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered to Wood _____________ dt 1380089 ; WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Reorganization: Washington Mutual Bank, – that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by this Agreement; (k) _____________ dt 1505611 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – Article VII at or prior to the Closing, or at such other time as the parties hereto agree (the "CLOSING DATE"). The Closing shall take place at the offices of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, CA 94301 or at such other location as the parties hereto agree. On the Closing Date, the parties hereto shall cause _____________ Gray Cary – or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Gray Cary Ware & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect _____________ Gray Cary – Combination under the material contracts of iPrint or material licenses or permits, as set forth in SCHEDULE 7.3(D) hereto. (e) Wood shall have received a legal opinion from Gray Cary Ware & Freidenrich LLP, counsel to iPrint, substantially in the form of EXHIBIT K hereto. (f) The Escrow Agreement shall have been executed and delivered by iPrint and the Escrow _____________ Gray Cary – Sub, to: iPrint Technologies, inc. 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 70 with a copy to: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue Palo Alto, CA 94301 Attention: Henry Lesser, Esq. Fax: (650) 833-2001 Tel: (650) 833-2000 (b) if to Wood, to: Wood Alliance, _____________ Gray Cary – of Merger EXHIBIT G Escrow Agreement EXHIBIT H Certificate of Incorporation of iPrint EXHIBIT I Affiliate Agreements EXHIBIT J Legal Opinion from Pillsbury Winthrop LLP EXHIBIT K Legal Opinion from Gray Cary Ware & Freidenrich LLP _____________ dt 1399266
$60	Preview Full Doc	2001	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (287K) Doc #1100806: Click preview link for longer preview. among iPrint TECHNOLOGIES, iNC. a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII and Article X only, . . . 1100806	iPrint iPrint Technologies, Inc. ( Printing Services ) As referenced in this Agreement and Plan of Reorganization: iPrint TECHNOLOGIES, iNC – EX-2.1 2 dex21.txt AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION among iPrint TECHNOLOGIES, iNC . a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII _____________ iPrint Technologies, Inc – Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and among iPrint Technologies, Inc ., a Delaware corporation ("iPrint"), Metal Combination Corp., a California ------ corporation and wholly-owned subsidiary of iPrint ("Sub"), Wood Alliance, Inc., --- a California corporation ("Wood"), and, solely for purposes of _____________ iPrint Technologies, inc – case, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to iPrint or Sub, to: iPrint Technologies, inc . 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 _____________ iPRINT TECHNOLOGIES, INC – Article VIII and Article X only, the Shareholders' Representative, have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. iPRINT TECHNOLOGIES, INC . WOOD ALLIANCE, INC. By: /s/ ROYAL FARROS By: /s/ MONTE WOOD ----------------------------------- --------------------------- Royal Farros Monte Wood President and Chief Executive Officer President and Chief Executive Officer SHAREHOLDERS' REPRESENTATIVE /s/ _____________ dt 1381711 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Agreement and Plan of Reorganization: Comerica Bank, – practice, provided that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by _____________ dt 1424233 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc. ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered _____________ dt 1442805 ;	U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp Piper Jaffray Inc – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc . ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered to Wood _____________ dt 1380090 ; WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Reorganization: Washington Mutual Bank, – that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by this Agreement; (k) _____________ dt 1505612 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – of Merger --------- Exhibit G Escrow Agreement --------- Exhibit H Certificate of Incorporation of iPrint --------- Exhibit I Affiliate Agreements --------- Exhibit J Legal Opinion from Pillsbury Winthrop LLP --------- Exhibit K Legal Opinion from Gray Cary Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and _____________ Gray Cary – Article VII at or prior to the Closing, or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices ------------ of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, CA 94301 or at such other location as the parties hereto agree. On the Closing Date, the parties hereto shall cause _____________ Gray Cary – or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Gray Cary Ware & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect _____________ Gray Cary – Combination under the material contracts of iPrint or material licenses or permits, as set forth in Schedule 7.3(d) --------------- hereto. (e) Wood shall have received a legal opinion from Gray Cary Ware & Freidenrich LLP, counsel to iPrint, substantially in the form of Exhibit K --------- hereto. (f) The Escrow Agreement shall have been executed and delivered by iPrint and the Escrow _____________ Gray Cary – iPrint or Sub, to: iPrint Technologies, inc. 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue 70 Palo Alto, CA 94301 Attention: Henry Lesser, Esq. Fax: (650) 833-2001 Tel: (650) 833-2000 (b) if to Wood, to: _____________ dt 1399267
$99	Preview Full Doc	2001	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (287K) Doc #1100818: Click preview link for longer preview. among iPrint TECHNOLOGIES, iNC. a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII and Article X only, . . . 1100818	iPrint iPrint Technologies, Inc. ( Printing Services ) As referenced in this Agreement and Plan of Reorganization: iPrint TECHNOLOGIES, iNC – EX-99.1 2 dex991.txt AGREEMENT AND PLAN OF REORGANIZATION EXHIBIT 1 AGREEMENT AND PLAN OF REORGANIZATION among iPrint TECHNOLOGIES, iNC . a Delaware corporation ("iPrint"), METAL COMBINATION CORP., a California corporation and wholly-owned subsidiary of iPrint, WOOD ALLIANCE, INC., a California corporation ("Wood"). and, with respect to Article VIII _____________ iPrint Technologies, Inc – Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and among iPrint Technologies, Inc ., a Delaware corporation ("iPrint"), Metal Combination Corp., a California ------ corporation and wholly-owned subsidiary of iPrint ("Sub"), Wood Alliance, Inc., --- a California corporation ("Wood"), and, solely for purposes of _____________ iPrint Technologies, inc – case, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (a) if to iPrint or Sub, to: iPrint Technologies, inc . 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 _____________ iPRINT TECHNOLOGIES, INC – Article VIII and Article X only, the Shareholders' Representative, have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above. iPRINT TECHNOLOGIES, INC . WOOD ALLIANCE, INC. By: /s/ ROYAL FARROS By: /s/ MONTE WOOD ----------------------------------- --------------------------- Royal Farros Monte Wood President and Chief Executive Officer President and Chief Executive Officer SHAREHOLDERS' REPRESENTATIVE /s/ _____________ dt 1381716 ; Comerica Bank Comerica Bank ( Regional Banks ) As referenced in this Agreement and Plan of Reorganization: Comerica Bank, – practice, provided that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by _____________ dt 1424234 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc. ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered _____________ dt 1442806 ;	U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Agreement and Plan of Reorganization: U.S. Bancorp Piper Jaffray Inc – in accordance with, and has otherwise complied with the record-keeping requirements of, the IRCA. 42 Section 4.25 Opinion of Financial Advisor. iPrint has received the ---------------------------- opinion of U.S. Bancorp Piper Jaffray Inc . ("Piper Jaffray") to the effect that, ------------- as of June 22, 2001, the Combination Consideration is fair from a financial point of view to iPrint. iPrint has delivered to Wood _____________ dt 1380091 ; WaMu Bank Washington Mutual Bank, FA ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Reorganization: Washington Mutual Bank, – that subject to the total commercial debt ceiling of twelve million dollars ($12,000,000), Wood shall be entitled to refinance or restructure its lines of credit with Comerica Bank, Washington Mutual Bank, F.A. or other commercial financial institutions; (j) Amend or propose to amend its Articles of Incorporation, Bylaws or other charter documents, except as contemplated by this Agreement; (k) _____________ dt 1505613 ; Gray Cary Gray Cary Ware & Freidenrich ( Legal ) As referenced in this Agreement and Plan of Reorganization: Gray Cary – of Merger --------- Exhibit G Escrow Agreement --------- Exhibit H Certificate of Incorporation of iPrint --------- Exhibit I Affiliate Agreements --------- Exhibit J Legal Opinion from Pillsbury Winthrop LLP --------- Exhibit K Legal Opinion from Gray Cary Ware & Freidenrich LLP --------- AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is made and --------- entered into as of June 23, 2001 by and _____________ Gray Cary – Article VII at or prior to the Closing, or at such other time as the parties hereto agree (the "Closing Date"). The Closing shall take place at the offices ------------ of Gray Cary Ware & Freidenrich LLP, 400 Hamilton Avenue, Palo Alto, CA 94301 or at such other location as the parties hereto agree. On the Closing Date, the parties hereto shall cause _____________ Gray Cary – or order enacted, entered, enforced or deemed applicable to the Combination which makes the consummation of the Combination illegal. (d) iPrint shall have received a written opinion from its counsel, Gray Cary Ware & Freidenrich LLP, and Wood shall have received a written opinion from its counsel, Pillsbury Winthrop LLP, in form and substance reasonably satisfactory to both parties, to the effect _____________ Gray Cary – Combination under the material contracts of iPrint or material licenses or permits, as set forth in Schedule 7.3(d) --------------- hereto. (e) Wood shall have received a legal opinion from Gray Cary Ware & Freidenrich LLP, counsel to iPrint, substantially in the form of Exhibit K --------- hereto. (f) The Escrow Agreement shall have been executed and delivered by iPrint and the Escrow _____________ Gray Cary – iPrint or Sub, to: iPrint Technologies, inc. 255 Constitution Drive Menlo Park, CA 94025 Attention: Chief Executive Officer Fax: (650) 474-3990 Tel: (650) 298-8500 with a copy to: Gray Cary Ware & Freidenrich LLP 400 Hamilton Avenue 70 Palo Alto, CA 94301 Attention: Henry Lesser, Esq. Fax: (650) 833-2001 Tel: (650) 833-2000 (b) if to Wood, to: _____________ dt 1399269
$58	Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (224K) Doc #1599621: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG VISTA GROUP HOLDINGS, LLC, VISTA ACQUISITION CORP. AND OUTLOOK GROUP CORP. DATED AS OF MARCH 20, 2006 ================================================================================ <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1599621	Outlook Group Outlook Group Corp ; Outlook Group Corp. Outlook Group Corp. ( Printing Services ) As referenced in this Agreement and Plan of Merger: OUTLOOK GROUP CORP – AGREEMENT AND PLAN OF MERGER EXHIBIT 2.1 ================================================================================ AGREEMENT AND PLAN OF MERGER BY AND AMONG VISTA GROUP HOLDINGS, LLC, VISTA ACQUISITION CORP. AND OUTLOOK GROUP CORP . DATED AS OF MARCH 20, 2006 ================================================================================ TABLE OF CONTENTS Page ---- ARTICLE I THE MERGER..................................................... 1 1.01. The Merger................................................... 1 1.02. Closing...................................................... 2 _____________ Outlook Group Corp – into by and among Vista Group Holdings, LLC, a Delaware limited liability company ("Buyer"), Vista Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Buyer ("Merger Sub"), and Outlook Group Corp ., a Wisconsin corporation (the "Company"). WHEREAS, a special committee of the Board of Directors of the Company (the "Company Board") consisting solely of disinterested directors (the "Special Committee"), subject _____________ Outlook Group Corp – to: Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 Attn: George W. Lloyd, Esq. Telephone: (617) 570-1999 Facsimile: (617) 523-1231 52 (b) if to the Company, to: Outlook Group Corp . 1180 American Drive Neenah, WI 54956 Attn: Paul M. Drewek, CFO Telephone: (920) 722-2333 Fax: (920) 727-8550 with a copy (which shall not constitute notice) to: Quarles & _____________ Outlook Group Corp – 414) 271-3552 (c) if to the Special Committee, to: c/o Fischer & Associates 9517 North Wakefield Court Bayside, WI 53217 Attn: Richard C. Fischer Chairman of the Special Committee Outlook Group Corp . Telephone: (414) 228-1065 Fax: (414) 228-1013 with a copy (which shall not constitute notice) to: Quarles & Brady LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Attn: Kenneth _____________ OUTLOOK GROUP CORP – WITHOUT A JURY. [Signature Page Follows] 58 IN WITNESS WHEREOF, the parties have executed this Agreement and Plan of Merger under seal as of the date first stated above. OUTLOOK GROUP CORP . By /s/ Joseph J. Baksha ------------------------------------- Name: Joseph J. Baksha Title: President and Chief Executive Officer VISTA GROUP HOLDINGS, LLC By: John Hancock Life Insurance Company, its sole member By / _____________ dt 1866341 ;	BofA Bank of America, NA ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: Bank of America, N.A. – borrowings under the revolving credit facility of the Second Amended and Restated Loan and Security Agreement dated August 11, 2004, as amended, among the Company, Outlook Label Systems, Inc. and Bank of America, N.A. and (ii) outstanding capital lease obligations. As of the date hereof there is not, and as of the Effective Time there will not be, any indebtedness of the Company _____________ Bank of America, N.A. – indication of interest (such letter or any substitute letter, as amended, the "Senior Debt Letter"; any financing to be provided thereunder or any substitute financing, the "Senior Debt Financing") from Bank of America, N.A. (the "Lender"). Buyer has provided the Company with a fully executed commitment letter from John Hancock Life Insurance Company (the "Hancock Commitment Letter") accepted by Buyer, pursuant to which _____________ Bank of America, N.A. – fees and expenses (including reasonable attorneys fees and expenses) incurred in connection with such suit and shall pay interest on the amount of the payment at the prime rate of Bank of America, N.A. (or its successors or assigns) in effect on the date the payment was payable pursuant to this Section 9.03 plus 5%. (h) For purposes of this Agreement, "Termination _____________ dt 1684170

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