Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • Delaware
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN LAB HOLDINGS, INC.Agreement and Plan of Merger • March 8th, 1999 • Lab Holdings Inc • Services-medical laboratories • Missouri
BY AND AMONGAsset Purchase Agreement • October 21st, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
LABONE, INC. and American Stock Transfer & Trust Company Rights AgentRights Agreement • February 14th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
PAGE 64 inaction on Indemnitee's part, while acting as a Director of Officer of the Company or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; in each case whether or not...Indemnification Agreement • March 24th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
Exhibit 4.3 WARRANT AGREEMENTWarrant Agreement • November 14th, 2001 • Labone Inc/ • Services-medical laboratories • New York
BY AND AMONGStock Purchase Agreement • January 22nd, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
WARRANT To Purchase Shares of Common Stock of LABONE, INC.Lab Holdings Inc • May 28th, 1999 • Services-medical laboratories • Delaware
Exhibit 4.7 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of August 31, 2001 among LABONE, INC., a Missouri corporation (the "Company"), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership ("WCAS"), and the...Registration Rights Agreement • October 9th, 2001 • Labone Inc/ • Services-medical laboratories • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 9th, 2001 • Labone Inc/ • Services-medical laboratories • Missouri
Exhibit 10.11 EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the "Company"), and PHILIP A. SPENCER ("Executive"). WHEREAS, Quest Diagnostics, Inc., a Delaware corporation,...Employment Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • New York
SECTION 1 POSITION AND RESPONSIBILITIESEmployment Agreement • November 13th, 1998 • Lab Holdings Inc • Services-medical laboratories • Kansas
RECITALS:Subordination Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
EXHIBIT 99.2 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS RESPONSE ONCOLOGY, INC....Seafield Capital Corp • October 18th, 1996 • Services-medical laboratories • Missouri
Exhibit 10.10 EMPLOYMENT AGREEMENT (the "Agreement"), dated as of August 8, 2005, by and between LabOne, Inc. a Missouri corporation (the "Company"), and MICHAEL J. ASSELTA ("Executive"). WHEREAS, Quest Diagnostics, Inc., a Delaware corporation,...Employment Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories • New York
EXHIBIT 99.1 LOAN AGREEMENT This Loan Agreement is made as of the 4th day of October, 1996, between Response Oncology, Inc., a Tennessee corporation ("Company") and Seafield Capital Corporation, a Missouri corporation ("Lender"). WHEREAS, the Company...Loan Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories
EMPLOYMENT AGREEMENT -------------------- THIS EMPLOYMENT AGREEMENT ("Agreement"), made and entered into this 28th day of February, 2000, by and between LABONE, INC., a Missouri corporation ("LabOne"),and John W. McCarty("Employee"). WITNESSETH:...Employment Agreement • May 5th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
Exhibit BSeafield Capital Corp • October 18th, 1996 • Services-medical laboratories
LABONE, INC.Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
LABONE, INC. and American Stock Transfer & Trust Company Rights AgentRights Agreement • February 14th, 2000 • Labone Inc/ • Services-medical laboratories • Missouri
BY AND AMONGStock Purchase Agreement • November 5th, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
Exhibit 10.3 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT pursuant to theStock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
WARRANT To Purchase Shares of Common Stock of LABONE, INC.Lab Holdings Inc • May 28th, 1999 • Services-medical laboratories • Delaware
Exhibit 10.6 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT pursuant to the LABONE, INC. 2001 LONG-TERM INCENTIVE PLAN BONUS REPLACEMENT STOCK OPTION PROGRAM This AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT ("Amendment") is dated as of ________________ and...Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
W I T N E S S E T HThe Rights Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
Exhibit 10.16Supplemental Retirement Agreement • March 31st, 1997 • Seafield Capital Corp • Services-medical laboratories
Exhibit 10.7 AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT pursuant to the LABONE, INC.Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT pursuant to the LABONE, INC.Stock Option Agreement • August 8th, 2005 • Labone Inc/ • Services-medical laboratories
BY AND BETWEENService Agreement • January 22nd, 1996 • Seafield Capital Corp • Services-medical laboratories • Florida
VOTING AGREEMENT This Voting Agreement is made this ___ day of October, 1996, between Seafield Capital Corporation, a Missouri corporation ("Seafield") and _____________________________("Shareholder"). WHEREAS, the Shareholder is a substantial...Voting Agreement • October 18th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
BANC OF AMERICA SECURITIES LLC $90,000,000 AGGREGATE PRINCIPAL AMOUNT LABONE, INC. Registration Rights Agreement dated June 25, 2004Registration Rights Agreement • June 28th, 2004 • Labone Inc/ • Services-medical laboratories • New York
REGISTRATION RIGHTS AGREEMENT, dated June 25, 2004, between LabOne, Inc., a Missouri corporation (together with any successor entity, herein referred to as the "Company") and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), under the Purchase Agreement (as defined below).
EXHIBIT 1 STOCK PURCHASE AGREEMENT BY AND AMONG RESPONSE ONCOLOGY, INC., STOCKHOLDERS OF ONCOLOGY HEMATOLOGY GROUP OF SOUTH FLORIDA, P.A.Stock Purchase Agreement • January 17th, 1996 • Seafield Capital Corp • Services-medical laboratories • Tennessee
LABONE, INC.Labone Inc/ • November 14th, 2001 • Services-medical laboratories • New York
LABONE, INC.Labone Inc/ • October 9th, 2001 • Services-medical laboratories • New York
LABONE, INC. INDENTURE Dated as of June 25, 2004 WELLS FARGO BANK, NATIONAL ASSOCIATION TRUSTEELabone Inc/ • June 28th, 2004 • Services-medical laboratories • New York
INDENTURE dated as of June 25, 2004 between LabOne, Inc., a Missouri corporation (the "Company"), and Wells Fargo Bank, National Association, a national banking association duly organized under the laws of the United States of America, as Trustee (the "Trustee").
