0001104659-05-047141 Sample Contracts

SUBSCRIPTION, MERGER AND EXCHANGE AGREEMENT Dated as of September 29, 2005, Among AMERIPATH HOLDINGS, INC., AMERIPATH GROUP HOLDINGS, INC., AQUA ACQUISITION CORP., THE STOCKHOLDERS OF AMERIPATH HOLDINGS, INC. SET FORTH ON THE SIGNATURE PAGES HEREOF, And

Subscription, Merger and Exchange Agreement • October 4th, 2005 • Specialty Laboratories Inc • Services-medical laboratories • New York

• Contract Type
  Subscription, Merger and Exchange Agreement
• Filed
  October 4th, 2005
• Company
  Specialty Laboratories Inc
• Industry
  Services-medical laboratories
• Jurisdiction
  New York

SUBSCRIPTION, MERGER AND EXCHANGE AGREEMENT (this “Agreement”), dated as of September 29, 2005, among AMERIPATH HOLDINGS, INC., a Delaware corporation (“Aqua”), AMERIPATH GROUP HOLDINGS, INC., a Delaware corporation and a wholly owned subsidiary of Aqua (“Holdings”), AQUA ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub”), the stockholders of Aqua set forth on Schedule 1.01(a) hereto (collectively, the “Aqua Stockholders”), and the stockholders of Specialty Laboratories, Inc., a California corporation (“Silver”) set forth on Schedule 1.01(b) hereto (collectively, the “Founder Parties”).

VOTING AGREEMENT

Voting Agreement • October 4th, 2005 • Specialty Laboratories Inc • Services-medical laboratories • Delaware

• Contract Type
  Voting Agreement
• Filed
  October 4th, 2005
• Company
  Specialty Laboratories Inc
• Industry
  Services-medical laboratories
• Jurisdiction
  Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of September 29, 2005, among AmeriPath Holdings, Inc. a Delaware corporation (“Parent”), and the individuals and entities listed on the signature pages hereof (each a “Founder Party” and collectively, the “Founder Parties”).

AGREEMENT AND PLAN OF MERGER Dated as of September 29, 2005, Among AMERIPATH HOLDINGS, INC., AMERIPATH, INC., SPECIALTY LABORATORIES, INC. And SILVER ACQUISITION CORP.

Merger Agreement • October 4th, 2005 • Specialty Laboratories Inc • Services-medical laboratories • New York

• Contract Type
  Merger Agreement
• Filed
  October 4th, 2005
• Company
  Specialty Laboratories Inc
• Industry
  Services-medical laboratories
• Jurisdiction
  New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 29, 2005, among AMERIPATH HOLDINGS, INC., a Delaware corporation (“Parent”), AMERIPATH, INC., a Delaware corporation (“Opco”), SPECIALTY LABORATORIES, INC., a California corporation (the “Company”), and SILVER ACQUISITION CORP., a California corporation and a wholly owned subsidiary of Opco (“Merger Sub”).