AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONGMembership Interest Purchase Agreement • February 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of February 9, 2023 (this “Agreement”), is by and among Laboratory Services MSO LLC, a Delaware limited liability company (the “Company”), SCBC Holdings LLC, a Delaware limited liability company (the “Seller”), the Zoe Family Trust (the “Trust”), Bryan Cox and Sarah Cox (each an “Owner” and collectively with the Trust, the “Owners”), Avalon Laboratory Services, Inc., a Delaware corporation (the “Buyer”) and, solely for purposes of Sections 2.7, 2.9,, 6.9, 6.10 and 9.2, Avalon GloboCare Corp., a Delaware corporation (“Parent”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF LABORATORY SERVICES MSO, LLCLimited Liability Company Agreement • February 13th, 2023 • Avalon GloboCare Corp. • Biological products, (no disgnostic substances) • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of February 9, 2023, is entered into by and among Laboratory Services MSO, LLC, a Delaware limited liability company (the “Company”), each Person listed as a Member on Schedule B attached hereto as of the date hereof and each Person subsequently admitted as a member of the Company in accordance with the terms hereof (collectively, the “Members”), and solely for purposes of ARTICLE VIII, Bryan Cox and Sarah Cox each a beneficial owner of SCBC Holdings (collectively, the “Principals”, individually, a “Principal”).
