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, AndSubscription, Merger and Exchange Agreement • October 4th, 2005 • Specialty Laboratories Inc • Services-medical laboratories • 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”).
Execution Version] 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...Subscription, Merger and Exchange Agreement • October 4th, 2005 • Ameripath Inc • Services-medical laboratories • New York
