VOTING AGREEMENT AND IRREVOCABLE
PROXY
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
”).
Each Shareholder is a principal shareholder or
director or executive officer of the Company and owns the number of
shares of Company Common Stock set forth next to his, her or its
name on Schedule A (the “Schedule A
Shares” ) and the securities exercisable or
exchangeable for, or convertible into, Company Common Stock set
forth next to his, her or its name on Schedule A
(together with the Schedule A Shares, the “
Schedule A Securities ”).
Concurrently with the execution and delivery of
this Agreement, Parent, Merger Sub and the Company are entering
into the Merger Agreement, which provides for, among other things,
the merger of Merger Sub with and into the Company upon the terms
and subject to the conditions set forth therein.
As a condition to Parent’s willingness to
enter into the Merger Agreement, Parent has required each
Shareholder to enter into this Agreement.
In consideration of the foregoing and the mutual
covenants, representations, warranties and agreements set forth
herein, and intending to be legally bound, the parties agree as
follows:
Section 1. Covenants of the Shareholders
.
(a) During the period beginning on the date of this
Agreement and ending on the earlier of (x) the Effective Time and
(y) the termination of the Merger Agreement in accordance with
its terms (the “ Agreement Period ”),
each Shareholder hereby agrees to:
(i) be present, in person or represented by proxy,
at each meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the shareholders of the Company,
however called, so that all of such Shareholder’s Schedule A
Shares and all of the other shares of Company Common Stock and
other shares of capital stock of the Company that such Shareholder
becomes entitled to vote after the date of this Agreement (together
with the Schedule A Shares, the
“Shares” ) may be counted for purposes
of determining the presence of a quorum at such meeting;
(ii) at each such meeting, and at any adjournment or
postponement thereof, vote the Shares to: (A) approve and adopt the
Merger Agreement and all agreements related to the Merger and any
action required in furtherance thereof; and (B) without limitation
of the preceding clause (A), approve any proposal to adjourn
or
postpone the
Company Shareholders Meeting to a later date if there are not
sufficient votes for approval and adoption of the Merger Agreement
on the date on which the Company Shareholders Meeting is held;
and
(iii) at each such meeting, and at any adjournment or
postponement thereof, vote against: (A) any action or agreement
that would reasonably be expected to frustrate the purposes of,
impede, hinder, interfere with, or prevent or delay the
consummation of the transactions contemplated by the Merger
Agreement and (B) any Acquisition Proposal (other than the
Merger) and any action required in furtherance thereof.
(b) During the Agreement Period, each Shareholder
will not, directly or indirectly: (i) solicit or initiate the
making of, or take any other action to knowingly facilitate any
inquiries or the making of any proposal that constitutes or may
reasonably be expected to lead to, any Acquisition Proposal; (ii)
participate in any way in discussions or
negotiations with, or furnish or disclose any information to, any
Person (other than Parent or any of its Representatives) in
connection with any Acquisition Proposal ; or (iii) publicly
announce that he or she is considering approving or recommending
any Acquisition Proposal. Each Shareholder agrees to notify Parent
promptly (but in no event later than one Business Day) after
receipt by such Shareholder of any Acquisition Proposal or of any
request for information relating to the Company or any of its
Subsidiaries or for access to the business, properties, assets,
books or records of the Company or any of its Subsidiaries by any
Person that such Shareholder reasonably believes is seeking to
make, or has made, an Acquisition Proposal. Notwithstanding
anything in this Section 1(b) to the contrary, in the event that
the Board of Directors of the Company is permitted to engage in
negotiations or discussions with any Person who made an unsolicited
bona fide written Acquisition Proposal in
accordance with Section 5.5 of the Merger Agreement, each
Shareholder shall be permitted, at the request of the Board of
Directors of the Company, to respond to inquiries from, and discuss
such Acquisition Proposal with, the Board of Directors of the
Company. This Section 1(b) shall not be construed to limit acts
taken by any Shareholder who is an individual in his or her
capacity as an officer or director of the Company that do not
violate any of the provisions of Section 5.5 of the Merger
Agreement.
Section 2. Irrevocable Proxy . Each Shareholder, revoking any proxies that
he or it has heretofore granted, hereby irrevocably appoints Parent
as attorney and proxy for and on behalf of such Shareholder, for
and in the name, place and stead of such Shareholder, to: (a)
attend any and all meetings of the shareholders of the Company; (b)
vote the Shareholder’s Shares in accordance with the
provisions of Sections 1(a)(ii) and (iii) at any such meeting; (c)
grant or withhold in accordance with the provisions of Sections
1(a)(ii) and (iii) all written consents with respect to such
Shares; and (d) represent and otherwise act for such Shareholder in
the same manner and with the same effect as if such Shareholder
were personally present at any such meeting. The foregoing proxy
shall be deemed to be a proxy coupled with an interest, is
irrevocable (and as such shall survive and not be affected by the
death, incapacity, mental illness or insanity of such Shareholder)
until the end of the Agreement Period and shall not be terminated
by operation of Law or upon the occurrence of any other event other
than following a termination of this Agreement pursuant to Section
5.4. Each Shareholder authorizes such attorney and proxy to
substitute any other Person to act hereunder, to revoke any
substitution and to file this proxy and any substitution or
revocation with the Secretary of the Company. Each
Shareholder
hereby affirms that the irrevocable proxy set forth in this Section
2 is given in connection with the execution by Parent of the Merger
Agreement and that such irrevocable proxy is given to secure the
obligations of the Shareholder under Section 1. The irrevocable
proxy set forth in this Section 2 is executed and intended to be
irrevocable.
Section 3. Representations and Warranties of Each
Shareholder . Each
Shareholder, severally and not jointly, represents and warrants to
Parent as follows:
3.1. Authorization . If such Shareholder is not an
individual, it has full corporate power and authority to execute
and deliver this Agreement and to consummate the transactions
contemplated hereby. If such shareholder is an individual, he or
she has all requisite capacity to execute and deliver this
Agreement and to consummate the transactions contemplated hereby.
This Agreement has been duly executed and delivered by such
Shareholder and constitutes a valid and legally binding obligation
of such Shareholder enforceable against such Shareholder in
accordance with its terms.
3.2. No Violation .
(a) The execution and delivery of this Agreement by
such Shareholder does not, and the consummation by such Shareholder
of transactions contemplated hereby will not, conflict with, or
result in any violatio
