Exhibit 2.2
EXCHANGE AGREEMENT
This EXCHANGE AGREEMENT (this "AGREEMENT") is dated as of June ___,
1999, by and among (i) ▇▇▇▇▇▇▇▇▇ & Co Inc., a Delaware corporation (the
"COMPANY"), (ii) LaB Investing Co. L.L.C., a New York limited liability company
("INVESTING"), and (iii) the members of Investing listed on SCHEDULE A hereto
(collectively, the "EXCHANGING MEMBERS" and, each, an "EXCHANGING MEMBER").
W I T N E S S E T H :
WHEREAS, the Company is contemplating an initial public offering (the
"IPO") of its common stock, $.01 par value per share ("COMMON STOCK");
WHEREAS, in contemplation of the IPO, the Company, Investing, ▇▇▇▇▇▇▇▇▇
& Co., a New York limited partnership ("▇▇▇▇▇▇▇▇▇ ▇▇"), and the limited partners
of ▇▇▇▇▇▇▇▇▇ ▇▇ (collectively, the "PARTICIPATING LIMITED PARTNERS") have
simultaneously herewith approved, adopted and entered into a Plan of
Incorporation, (the "PLAN"), dated as of June ___, 1999, pursuant to which,
among other things, the Participating Limited Partners have agreed to exchange
their partnership interests in ▇▇▇▇▇▇▇▇▇ ▇▇ for cash and/or securities of the
Company and/or ▇▇▇▇▇▇▇▇▇ ▇▇; and
WHEREAS, in contemplation of the IPO, the Exchanging Members desire to
transfer their respective membership interests in Investing (collectively,
"MEMBERSHIP INTERESTS") to the Company in exchange for shares of Common Stock
or, in the case of certain Exchanging Members, a combination of cash and/or
securities of the Company (the "LLC EXCHANGE");
NOW THEREFORE, in consideration of the premises and of the mutual
agreements, covenants and provisions herein contained and for good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
ARTICLE I
LLC EXCHANGE
Section 1.1. LLC EXCHANGE.
(a) As of the Effective Time (as defined below), each Exchanging Member
hereby assigns and transfers to the Company all right, title and interest in, to
and with respect to his or her entire Membership Interest.
(b) As of the Effective Time, the Company hereby accepts the assignment
and transfer by each Exchanging Member of his or her Membership Interest and
hereby assumes and agrees to perform and be bound by any and all of the
conditions, covenants and obligations of such Exchanging Member pursuant to the
LaB Investing Co. L.L.C. Amended and Restated Operating Agreement, dated as of
January 1, 1998, as amended to date (the "LLC AGREEMENT").
(c) Immediately after the Effective Time, each Exchanging Member shall
receive, in consideration for the exchange of his or her Membership Interest,
the number of shares of Common Stock (or, in the case of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III , a combination of shares of Common Stock and
cash) with a value, based upon the per share price of the Common Stock in the
IPO, equal to such Exchanging Member's interest in that portion of the public
market valuation of the Company available to the members of Investing.1/
(d) The Company will issue to an Exchanging Member, as applicable, only
whole shares of Common Stock. As a result, such an Exchanging Member will
receive cash in lieu of any fractional share interest in Common Stock.
Section 1.2. TERMINATION OF RIGHTS. From and after the Effective Time,
the entire capital account and share of profits and losses of each Exchanging
Member shall be deemed to be the capital account and share of profits and losses
of the Company, and such Exchanging Member shall have no further interest or
rights of any kind in or with respect to his or her Membership Interest or under
the LLC Agreement. From and after the Effective Time, the Company shall be the
sole member of Investing, and each Exchanging Member shall be released from all
further obligations under the LLC Agreement.
Section 1.3. CONSENT OF MANAGING COMMITTEE. By its execution hereof,
Investing acknowledges that the Managing Committee of Investing (the "MANAGING
COMMITTEE") (i) has approved the form of this Agreement, (ii) acknowledges
receipt of a duly executed copy of this Agreement and (iii) in accordance with
the provisions of the LLC Agreement, consents to the assignment and transfer of
the Exchanging Members' Membership Interests to the Company and to the admission
of the Company as a new member of Investing.
Section 1.4. EFFECTIVE TIME. Subject to the consummation of the IPO,
the LLC Exchange shall be deemed to occur immediately prior to the IPO. The date
and time when the LLC Exchange shall be deemed to occur is referred to in this
Agreement as the "EFFECTIVE TIME."
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1/ An estimated value of each Exchanging Member's interest is set forth on
SCHEDULE A hereto opposite such Exchanging Member's name under the column
entitled "Total Assumed Value." These estimated values are based on a current
estimate of $425 million, which is subject to change, as the portion of the
public market valuation of the Company available to the members of Investing.
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ARTICLE II
REPRESENTATIONS AND WARRANTIES
As of the date hereof and as of the Effective Time, each Exchanging
Member severally represents and warrants to the Company as follows:
Section 2.1. ENFORCEABILITY. Such Exchanging Member is of sound mind
and has full legal capacity to enter into, execute and deliver this Agreement
and the other documents contemplated hereby and perform his or her obligations
hereunder and thereunder, and each of this Agreement and the other documents
contemplated hereby has been duly executed and delivered by such Exchanging
Member and constitutes a legal, valid and binding obligation of such Exchanging
Member, enforceable against such Exchanging Member in accordance with its terms,
except as such enforceability may be limited by any applicable bankruptcy,
insolvency, moratorium or other laws relating to or affecting creditors' rights
generally and the exercise of judicial discretion in accordance with general
equitable principles.
Section 2.2. TITLE. Such Exchanging Member owns, beneficially and of
record, his or her Membership Interest, free and clear of any claim, lien,
pledge, deed of trust, option, charge, security interest, hypothecation,
encumbrance, right of first offer, voting trust, proxy, right of third parties
or other restriction or limitation of any nature whatsoever (collectively,
"LIENS" and each, a "LIEN"). At the Effective Time, the Company will acquire
good and valid title to such Membership Interest, free and clear of any Liens
other than any Lien created by the Company.
Section 2.3. NO CONFLICTS. Subject to compliance with the rules and
regulations of the New York Stock Exchange (the "NYSE") and federal and state
securities laws, the execution, delivery and performance of this Agreement and
the other documents contemplated hereby, and the consummation of the
transactions contemplated hereby and thereby, will not conflict with,
contravene, result in a violation or breach of or default under (with or without
the giving of notice or the lapse of time or both), permit any party to
terminate, amend or accelerate the provisions of, or result in the imposition of
any Lien (or any obligation to create any Lien) upon any of the property or
assets of such Exchanging Member under any contract, agreement, indenture,
letter of credit, mortgage, security agreement, pledge agreement, deed of trust,
bond, note, guarantee, surety obligation, warranty, license, franchise, permit,
power of attorney, lease, instrument or other agreement to which such Exchanging
Member is a party or by which any of his or her property or assets may be bound.
Section 2.4. ACCREDITED INVESTOR. Such Exchanging Member is an
"accredited investor," as defined in Rule 501(a) of Regulation D under the
Securities Act of 1933, as amended (the "SECURITIES ACT").
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Section 2.5. INVESTMENT PURPOSE. Such Exchanging Member is acquiring
shares of Common Stock under this Agreement for his or her own account for
investment purposes, and not with a view to, or for resale in connection with,
any distribution thereof other than in compliance with the Securities Act and
other applicable securities laws. Such Exchanging Member acknowledges that he or
she must bear the economic risk of an investment in the Common Stock for an
indefinite period of time because, among other reasons, the shares of Common
Stock received by such Exchanging Member have not been registered under the
Securities Act and, therefore, such securities cannot be sold unless
subsequently registered under the Securities Act or an exemption from such
registration is available. Such Exchanging Member also acknowledges that
transfers of the shares of Common Stock received are further restricted by
applicable United States federal and state and foreign securities laws.
Section 2.6. ACCESS TO INFORMATION. Such Exchanging Member understands
the risks of, and other considerations relating to his or her acquisition and
ownership of the shares of Common Stock received. Such Exchanging Member has
been provided an opportunity to ask questions of, and has received answers
satisfactory to him or her from, the Company, ▇▇▇▇▇▇▇▇▇ ▇▇, Investing and their
representatives regarding the shares of Common Stock received, and has obtained
any and all additional information from the Company and its representatives that
such Exchanging Member deems necessary regarding the shares of Common Stock
received.
Section 2.7. EVALUATION OF AND ABILITY TO BEAR RISKS. Such Exchanging
Member has such knowledge and experience in financial affairs that he or she is
capable of evaluating the merits and risks of, and other considerations relating
to, the ownership of the shares of Common Stock received, and has not relied in
connection with his or her acquisition of the shares of Common Stock received
upon any representations, warranties or agreements other than those set forth in
this Agreement. Such Exchanging Member's financial situation is such that he or
she can afford to bear the economic risk of holding the shares of Common Stock
for an indefinite period of time, and such Exchanging Member can afford to
suffer the complete loss of his or her investment in such securities.
Section 2.8. NO DISPOSITIONS. Such Exchanging Member does not currently
have, and at the Effective Time will not have, any plan, agreement, commitment,
intention or arrangement, whether written or oral, to dispose of any of the
shares of Common Stock to be received by such Exchanging Member. For purposes of
this representation, a "disposition" shall include any direct or indirect offer,
offer to sell, sale, contract of sale or grant of any option to purchase, gift,
transfer, pledge or other disposition, including any disposition of the economic
or other risks of ownership through hedging transactions or derivatives and any
other transaction that would constitute a "constructive sale" within the meaning
of Section 1259 of the United States Internal Revenue Code of 1986, as amended
(the "CODE"), including, without limitation, a short-sale, forward sale, equity
swap or other derivative contract with respect to the Common Stock or
substantially identical property, or other transaction having substantially the
same effect as the foregoing.
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ARTICLE III
ADDITIONAL INFORMATION AND AGREEMENTS
Section 3.1. COMPANY. Each Exchanging Member understands and
acknowledges that the Company is a Delaware corporation organized to be the
direct or indirect owner of all or substantially all of the equity interest in
▇▇▇▇▇▇▇▇▇ ▇▇ and Investing. Each Exchanging Member further understands and
acknowledges that the Company has not conducted any business operations prior to
the date of this Agreement.
Section 3.2. AMENDMENT TO LLC AGREEMENT. Each Exchanging Member
acknowledges and agrees that, at the Effective Time, this Agreement shall
constitute an amendment of those provisions of the LLC Agreement which are
inconsistent with the provisions of this Agreement. Each Exchanging Member
consents to and approves such amendment, subject to its effectiveness. The
provisions of the LLC Agreement as in effect on the date hereof will continue to
apply to all Exchanging Members until the Effective Time.
Section 3.3. IPO REGISTRATION STATEMENT. A current draft of the
Company's Registration Statement on Form S-1 for the IPO (the "REGISTRATION
STATEMENT") to be filed with the Securities and Exchange Commission is attached
hereto as EXHIBIT A. A description of the Common Stock is included therein.
Section 3.4. PLAN OF INCORPORATION. A copy of the Plan is attached
hereto as EXHIBIT B. Each Exchanging Member consents to and approves the terms
and conditions of the Plan.
Section 3.5. EMPLOYMENT AGREEMENTS. In connection herewith, the each of
the Exchanging Members (other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, III) (each, an "EMPLOYEE MEMBER") shall execute and deliver an
Employment Agreement, in a form reasonably satisfactory to such Exchanging
Member and the Company.
Section 3.6. BENEFIT PLANS. By executing this Agreement, each
Exchanging Member hereby consents to and approves the terms and conditions of
each of the Company's Equity Incentive Plan and Annual Incentive Plan (as each
is defined and described in the Plan).
Section 3.7. ADDITIONAL AGREEMENTS. In connection herewith, each
Exchanging Member shall execute and deliver each of the following:
(a) Stockholders' Agreement, in a form reasonably satisfactory
to such Exchanging Member and the Company, pursuant to which such Exchanging
Member will be subject to, among other things, certain transfer and voting
restrictions;
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(b) Power of Attorney, in substantially the form attached as EXHIBIT C
hereto, appointing ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ as agents
and attorneys-in-fact for such Exchanging Member;
(c) Agreement Regarding Noncompetition and Other Covenants, in a form
reasonably satisfactory to such Exchanging Member and the Company (the
"NONCOMPETITION AGREEMENT"), pursuant to which such Exchanging Member will be
subject to certain restrictive covenants, including those relating to
noncompetition and nonsolicitation; and
(d) Pledge Agreement, in a form reasonably satisfactory to such
Exchanging Member and the Company, pursuant to which such Exchanging Member will
pledge shares of Common Stock to secure certain of his or her obligations under
his or her Noncompetition Agreement.
Section 3.8. TRANSFER RESTRICTIONS.
(a) Each Exchanging Member hereby agrees to be bound by and subject to
any and all transfer restrictions set forth in the Stockholders' Agreement
referred to in Section 3.7(a) above.
(b) Each Exchanging Member hereby agrees to execute and deliver a
"lock-up" agreement if and when required by the underwriters of the IPO.
(c) Each Employee Member hereby agrees to comply in all respects with
any trading restrictions generally applicable to employees of the Company or
▇▇▇▇▇▇▇▇▇ ▇▇.
Section 3.9. CUSTODY ARRANGEMENTS. All shares of Common Stock issued to
an Exchanging Member must be held in a brokerage, custody or similar account
maintained at a firm approved by the Board. The Company will be entitled to
monitor all activity in each Exchanging Member's account and to enforce
applicable transfer and hedging restrictions applicable to such Exchanging
Member as in effect from time to time. Any Common Stock held in such an account
may be held of record by a custodian or nominee. The Company may require each
Exchanging Member to execute a customary account agreement with the custodian or
other firm, in such reasonable form as the Company and such Exchanging Member
shall mutually determine (which may include customary provisions relating to
indemnification of the custodian or other firm and an undertaking to arbitrate
custody-related disputes).
Section 3.10. INDEMNIFICATION AGREEMENTS. In connection with the IPO,
the Company will enter into an indemnification agreement with each director and
each officer of the Company who signs the Registration Statement and any other
registration statements to be filed by the Company, to indemnify them for
actions taken in consummating the transactions contemplated by the IPO.
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Section 3.11. RELEASE. Each Exchanging Member (the "RELEASOR") hereby
irrevocably releases the Company, ▇▇▇▇▇▇▇▇▇ ▇▇ and Investing, each and every
affiliate, stockholder, subsidiary, partner, officer, member, director and
employee of the Company and Investing in their capacities as such, and each
other Exchanging Member (each, a "RELEASEE") from any claims, liabilities,
costs, expenses, actions, suits or demands however arising, whether at law or in
equity, contingent, known or unknown, which such Releaseor may have or assert,
in respect of any interest in Investing or arising out of any membership or
employment relationship with ▇▇▇▇▇▇▇▇▇ ▇▇ or Investing that such Releasor or
such Releasor's heirs, successors or assigns had with any such Releasee on or
prior to the Effective Time; PROVIDED that this release shall not extend to (i)
indebtedness owing to such Releasor by any Releasee, (ii) representations or
warranties made, or agreements entered into by, a Releasee in connection with
this Agreement, and (iii) any conduct that resulted from a Releasee's bad faith,
fraud or criminal act or omission.
ARTICLE IV
TAX CONSEQUENCES
Section 4.1. TAX MATTERS. The parties hereto intend the LLC Exchange to
qualify under Section 351 of the Code and will use all reasonable efforts to
cause the LLC Exchange to so qualify. Each party hereto will not take, and will
cause such party's affiliates and representatives not to take, any actions or
positions which may be expected to cause the LLC Exchange not to so qualify.
Section 4.2. ADDITIONAL INFORMATION. For additional information
regarding the tax consequences to the Exchanging Members of the transactions
contemplated hereby, see Section 8 of the Plan, entitled "Tax Consequences."
ARTICLE V
MISCELLANEOUS
Section 5.1. AMENDMENTS.
(a) The Managing Committee, in its sole discretion, may amend
this Agreement in any respect prior to the Effective Time, including making any
amendments to the Exhibits hereto; provided that an amendment shall not be
binding upon an Exchanging Member if it would (a) disproportionately reduce the
value of the shares of Common Stock and/or cash, as the case may be, to be
received by such Exchanging Member in the LLC Exchange relative to the other
Exchanging Members (other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, III), or (b) amend the LLC Agreement in a manner that would require the
further consent of such Exchanging Member without obtaining the consent of such
Exchanging Member.
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(b) The Managing Committee has the authority under this
Agreement not to offer securities of the Company to or exchange securities of
the Company with any member of Investing if the Managing Committee determines,
in its sole discretion, that the making of such offer or the consummation of
such exchange could violate any applicable laws or regulations, including
securities laws. In the event the Managing Committee does not so offer or
exchange, the Managing Committee may, pursuant to Section 10(b) of the Amended
and Restated Operating Agreement of Investing, dated as of January 1, 1998, as
amended (the "INVESTING OPERATING AGREEMENT"), require such member of Investing
to withdraw from Investing, and such member will receive his, her or its Final
Payment (as defined and determined in accordance with the Investing Operating
Agreement).
(c) Following consummation of the LLC Exchange, the Managing
Committee may waive or amend any aspect of this Agreement that has not yet been
completed or reflected in a separate agreement.
Section 5.2. EXPENSES. Each party hereto shall be responsible for all
expenses of such party incurred in connection with the transactions contemplated
by this Agreement. In addition, each Exchanging Member shall be responsible for
any and all expenses incurred by the Company in enforcing the provisions of this
Agreement against such Exchanging Member.
Section 5.3. NOTICES.
(a) All notices, requests, demands, waivers and other
communications to be given by any party hereunder shall be in writing and shall
be (i) mailed by first-class, registered or certified mail, postage prepaid,
(ii) sent by hand delivery or reputable overnight delivery service or (iii)
transmitted by telecopy (provided that a copy is also sent by reputable
overnight delivery service) addressed, in the case of any Exchanging Member, to
such Exchanging Member at the address set forth on the current records of
Investing or, in the case of the Company or Investing, to ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Chief Executive Officer, or, in each case, to
such other address as may be specified in writing to the other parties hereto.
(b) All such notices, requests, demands, waivers and other
communications shall be deemed to have been given and received (i) if by
personal delivery or telecopy, on the day of such delivery, (ii) if by
first-class, registered or certified mail, on the fifth business day after the
mailing thereof or (iii) if by reputable overnight delivery service, on the day
delivered.
Section 5.4. TERMINATION. This Agreement may be terminated at any time
prior to the Effective Time by the Managing Committee. If the IPO has not been
consummated by December 31, 1999, unless re-executed, this Agreement will be
automatically terminated and will be of no further force and effect.
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Section 5.5. REPRESENTATIVES, SUCCESSORS AND ASSIGNS. This Agreement
shall be binding upon and inure to the benefit of the respective parties hereto
and their respective legatees, legal representatives, successors and assigns;
provided that an Exchanging Member may not assign, delegate or otherwise
transfer any of his or her rights or obligations under this Agreement except
with the prior written consent of the Company, and any assignment without such
consent by the Company shall be void.
Section 5.6. BENEFIT. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon or give to any person or other
entity (other than Investing or the Company and, to the extent expressly
provided herein, an Exchanging Member) any remedy or claim under or by reason of
this Agreement or any term, covenant or condition hereof, all of which shall be
for the sole and exclusive benefit of the parties mentioned above in this
Section, except that the provision set forth above in Section 3.10, entitled
"Release," shall be enforceable by the Releasees mentioned therein.
Section 5.7. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICTS OF LAWS. THE MANAGING COMMITTEE IS EXPRESSLY
AUTHORIZED TO MAKE ANY CHANGES TO THIS GOVERNING LAW PROVISION AND THE GOVERNING
LAW PROVISIONS OF ANY EXHIBIT AS IT SHALL DEEM NECESSARY OR DESIRABLE PRIOR TO
THE EFFECTIVE TIME.
Section 5.8. ARBITRATION. Without diminishing the finality and
conclusive effect of any determination by the Managing Committee of any matter
under this Agreement, which is provided herein to be determined by the Managing
Committee, any dispute, controversy or claim arising out of or relating to or
concerning the provisions of this Agreement or any of the Exhibits hereto shall
be finally settled by arbitration in New York City before, and in accordance
with the rules then obtaining of, the NYSE or, if the NYSE declines to arbitrate
the matter, the American Arbitration Association ("AAA") in accordance with the
commercial arbitration rules of the AAA; PROVIDED HOWEVER, that, in addition to
the right to compel arbitration of any dispute or controversy, the Company or
Investing may bring an action or special proceeding in a state or federal court
of competent jurisdiction sitting in New York City, whether or not an
arbitration proceeding has theretofore been or is ever initiated, for the
purpose of temporarily, preliminarily, or permanently enforcing the provisions
of this Agreement or to enforce an arbitration award and, for the purposes of
this provision, each Exchanging Member expressly consents to the jurisdiction of
any such court in respect of any such action and waives to the fullest extent
permitted by applicable law any objection to personal jurisdiction or to the
laying of venue of any such suit, action or proceeding in such court, agrees
that proof shall not be required that monetary damages for breach of the
provisions of this Agreement would be difficult to calculate and that remedies
at law would be inadequate and irrevocably appoints ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇, ▇▇ as
such Exchanging Member's
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agent for service of process in connection with any such action or proceeding,
who shall promptly advise such participant of any such service of process.
Section 5.9. FURTHER ASSURANCES. Each Exchanging Member agrees to
execute such additional documents and take such further action as may be
requested by the Company to effect the provisions of this Agreement.
Section 5.10. HEADINGS. The headings of the Sections of this Agreement
are inserted as a matter of convenience and for reference purposes only, are of
no binding effect, and in no respect define, limit or describe the scope of this
Agreement or the intent of any Section.
Section 5.11. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute but one and the same instrument.
Section 5.12. ENTIRE AGREEMENT. This Agreement, including the Exhibits
hereto, supersedes all prior negotiations, agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
Each Exchanging Member expressly agrees that neither ▇▇▇▇▇▇▇▇▇ ▇▇, Investing,
nor the Company has made representations, warranties, promises or inducements in
connection with this Agreement other than as provided herein.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
▇▇▇▇▇▇▇▇▇ & CO INC.
By:
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Name:
Title:
LAB INVESTING CO. L.L.C.
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Name:
Title:
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