STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT (this "Agreement"), dated as of October 24, 2001 by
and among Xxxxxx Laboratories, an Illinois corporation ("Parent"), Rainbow
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Sub"), Amoco Technology Company, a Delaware corporation (the
"Stockholder") and BP America Inc., a Delaware corporation ("BP"). Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Merger Agreement (as defined below).
WHEREAS, the Stockholder is, as of the date hereof, the record and
beneficial owner of 6,662,682 shares of common stock, par value $0.001 per share
(the "Common Stock"), of Vysis, Inc., a Delaware corporation (the "Company");
WHEREAS, Parent, Sub and the Company concurrently herewith are entering
into an Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"), which provides, among other things, for the acquisition of the
Company by Parent by means of a cash tender offer (the "Offer") for all of the
issued and outstanding shares of Common Stock of the Company and for the
subsequent merger (the "Merger") of Sub with and into the Company upon the terms
and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the Company Board has adopted resolutions approving and declaring
advisable the Merger Agreement, this Agreement and the other Transactions (such
approvals having been made in accordance with the DGCL, including for purposes
of Section 203 thereof); and
WHEREAS, as a condition to the willingness of Parent and Sub to enter into
the Merger Agreement, Parent has requested that the Stockholder and BP agree
and, in order to induce Parent and Sub to enter into the Merger Agreement, the
Stockholder and BP have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the execution and delivery by Parent
and Sub of the Merger Agreement, the foregoing premises and the mutual
representations, warranties, covenants and agreements set forth herein and
therein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of the Stockholder. The
Stockholder hereby represents and warrants to Parent and Sub as follows:
(a) The Stockholder is the record and beneficial owner (as defined in Rule
13d-3 under the Exchange Act, which meaning will apply for all purposes of this
Agreement) of 6,662,682 shares of Common Stock (as may be adjusted from time to
time pursuant to Section 7 hereof, the "Shares"). Except for the Shares, the
Stockholder does not beneficially own or have any right to acquire any
securities of the Company, nor is the Stockholder subject to any contract or
understanding that obligates it to vote, acquire, or otherwise dispose of or
transfer any interest in the Common Stock of the Company or the Shares or that
restricts its rights in the Shares in any way.
(b) The Stockholder is a corporation duly incorporated, validly existing
and in good standing under the laws of Delaware and has all corporate power and
authority required to carry on its business as now conducted.
(c) The execution, delivery and performance by the Stockholder of this
Agreement and the consummation by the Stockholder of the transactions
contemplated hereby are within the corporate power of Stockholder and have been
duly and validly authorized by all necessary corporate action. Assuming that
this Agreement constitutes the valid and binding obligation of Parent, Sub and
BP, this Agreement constitutes the valid and binding agreement of the
Stockholder, enforceable in accordance with its terms subject to the effect of
any applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws affecting creditors, rights generally and to the effect of general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(d) Neither the execution and delivery of this Agreement nor the
consummation by the Stockholder of the transactions contemplated hereby will
result in a violation of, or a default under, or conflict with, any contract or
understanding of any kind to which the Stockholder is a party or by which it is
bound or to which the Shares are subject, which in each of the foregoing cases
would materially adversely affect Sub, the Purchaser or the transactions
contemplated hereby or by the Merger Agreement. Consummation by the Stockholder
of the transactions contemplated hereby will not violate, or require any
consent, approval or notice under, any provision of any judgment, order, law or
regulation applicable to the Stockholder or the Shares, except for any necessary
filing under the Exchange Act or the HSR Act, or any non-U.S. merger control or
competition laws or any violation or consent, approval or notice the failure of
which to obtain would not materially adversely affect Sub, the Purchaser or the
transactions contemplated hereby or by the Merger Agreement.
(e) The Shares and the certificates representing the Shares are now and at
all times during the term hereof will be held by the Stockholder, or by a
nominee or custodian for the benefit of the Stockholder, free and clear of all
liens, claims, security interests, proxies, voting trusts or agreements,
understandings or any other encumbrances whatsoever ("Liens"), except for any
Permitted Liens or any arising hereunder. The Stockholder will transfer to Sub
good title to the Shares, free and clear of all Liens.
SECTION 2. Representations and Warranties of BP. BP hereby represents and
warrants to Parent and Sub as follows:
(a) BP is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware and has all corporate power and
authority required to carry on its business as now conducted.
(b) The execution, delivery and performance by BP of this Agreement and the
consummation by BP of the transactions contemplated hereby are within the
corporate power of BP and have been duly and validly authorized by all necessary
corporate action. Assuming that this Agreement constitutes the valid and binding
obligation of Parent, Sub and Stockholder, this Agreement constitutes the valid
and binding agreement of BP, enforceable in accordance with its terms subject to
the effect of any applicable bankruptcy, reorganization, insolvency, moratorium
or similar laws affecting creditors' rights generally and to the effect of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(c) Neither the execution and delivery of this Agreement nor the
consummation by BP of the transactions contemplated hereby will result in a
violation of, or a default under, or conflict with, any contract or
understanding of any kind to which BP is a party or by which it is bound or to
which the Shares are subject, which in each of the foregoing cases would
materially adversely affect Sub, the Purchaser or the transactions contemplated
hereby or by the Merger Agreement. Consummation by BP of the transactions
contemplated hereby will not violate, or require any consent, approval or notice
under, any provision of any judgment, order, law or regulation applicable to BP
or the Shares, except for any necessary filing under the Exchange Act, the HSR
Act, any non-U.S. merger control or competition laws or any violation or
consent, approval or notice the failure of which to obtain would not materially
adversely affect Sub, the Purchaser or the transactions contemplated hereby or
by the Merger Agreement.
SECTION 3. Representations and Warranties of Parent and Sub. Each of Parent
and Sub hereby, jointly and severally, represents and warrants to the
Stockholder as follows:
(a) Each of Parent and Sub is a corporation duly incorporated, validly
existing and in good standing under the laws of its jurisdiction of
incorporation and has all corporate power and authority required to carry on its
business as now conducted.
(b) The execution, delivery and performance by Parent and Sub of this
Agreement and the consummation by Parent and Sub of the transactions
contemplated hereby are within the corporate powers of Parent and Sub and have
been duly and validly authorized by all necessary corporate action. Assuming
that this Agreement constitutes the valid and binding obligation of the
Stockholder and BP, this Agreement constitutes the valid and binding agreement
of each of Parent and Sub, enforceable in accordance with its terms subject to
the effect of any applicable bankruptcy, reorganization, insolvency, moratorium
or similar laws affecting creditors' rights generally and to the effect of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(c) Neither the execution and delivery of this Agreement nor the
consummation by each of Parent and Sub of the transactions contemplated hereby
will result in a violation of, or a default under, or conflict with, any
contract or understanding of any kind to which either of Parent or Sub is a
party or bound, which in each of the foregoing cases would materially adversely
affect the Stockholder, BP or the transactions contemplated hereby or by the
Merger Agreement. The consummation by each of Parent and Sub of the transactions
contemplated hereby will not violate, or require any consent, approval or notice
under, any provision of any judgment, order, law or regulation applicable to
either Parent or Sub, except for any necessary filing under the Exchange Act,
the HSR Act, or any non-U.S. merger control or competition laws which in each of
the foregoing cases would materially adversely affect the Stockholder, BP or the
transactions contemplated hereby or by the Merger Agreement.
SECTION 4. Purchase and Sale of the Shares; Terms of Offer.
(a) The Stockholder hereby agrees that it shall tender and sell all the
Shares into the Offer promptly, and in any event no later than the fifth
Business Day following the commencement of the Offer, and that it shall not
withdraw any Shares so tendered so long as the Offer remains outstanding.
(b) Prior to tendering such Shares into the Offer, the Stockholder shall
execute and deliver to Parent an affidavit stating, under penalty of perjury,
the Stockholder's taxpayer identification number and that the Stockholder is not
a foreign person as defined in Section 1445 of the Code and the treasury
regulations thereunder. The Stockholder will receive the same price per Share
received by the other stockholders of the Company in the Offer. Sub's obligation
to accept for payment and pay for the Shares in the Offer is subject to the
terms and conditions of the Offer set forth in the Merger Agreement and Exhibit
A thereto. Parent and Sub agree that in no event shall the Shares be accepted
for payment by Parent, Sub or any Affiliate thereof until the early termination
or expiration of the applicable waiting period under the HSR Act has occurred.
(c) Parent and Sub hereby agree that without the prior written consent of
the Stockholder, Sub shall not: (i) reduce the number of shares of Company
Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) add to the
conditions set forth in Exhibit A of the Merger Agreement; (iv) modify the
conditions set forth in Exhibit A of the Merger Agreement in a manner adverse to
the Stockholder; (v) except as provided in the next sentence, extend the Offer;
(vi) change the form of consideration payable in the Offer; or (vii) make any
other change or modification in any of the terms of the Offer in any manner that
is adverse to the Stockholder. Notwithstanding the foregoing, (A) Sub shall
extend the Offer for one or more periods if at the initial scheduled expiration
date or any subsequent expiration date of the Offer any of the conditions to
Sub's obligation to purchase shares of Company Common Stock are not satisfied or
waived, until such time as such conditions are satisfied or waived (but not
after the Outside Date) and (B) Sub may, without the consent of the Stockholder,
(1) extend the Offer if all of the conditions to the Offer are satisfied or
waived but the number of the Shares validly tendered and not withdrawn is less
than ninety percent (90%) of the Fully Diluted Shares, for an aggregate period
not to exceed twenty (20) Business Days (for all such extensions); provided,
that Sub shall immediately accept and promptly pay for all Company Common Stock
tendered prior to the date of an extension pursuant to clause (1) and shall
otherwise meet the requirements of Rule 14d-11 under the Exchange Act in
connection with each such extension, and (2) extend the Offer for any period
required by any rule, regulation, interpretation or position of the SEC or the
staff thereof applicable to the Offer.
SECTION 5. Transfer of the Shares. Prior to the termination of this
Agreement, except as otherwise provided herein, the Stockholder shall not: (a)
sell, pledge or otherwise dispose of or transfer any interest in or encumber
with any Lien any of the Shares; (b) deposit the Shares into a voting trust,
enter into a voting agreement or arrangement with respect to the Shares or grant
any proxy with respect to the Shares; or (c) take any other action with respect
to the Shares that would in any way restrict, limit or interfere with the
performance of its obligations hereunder or the transactions contemplated
hereby. If the Stockholder acquires any additional shares of Common Stock of the
Company prior to the termination of this Agreement, any such additional shares
shall be deemed Shares and included in the Shares subject to this Agreement.
SECTION 6. Voting of Shares; Grant of Irrevocable Proxy; Appointment of
Proxy.
(a) The Stockholder hereby agrees that, during the term of this Agreement,
at any meeting (whether annual or special and whether or not an adjourned or
postponed meeting) of the stockholders of the Company, or in connection with any
written consent of the stockholders of the Company, the Stockholder will appear
at the meeting or otherwise cause the Shares to be counted as present thereat
for purposes of establishing a quorum and vote or consent (or cause to be voted
or consented) the Shares: (i) in favor of the Merger and approval and adoption
of the Merger Agreement and any action required in furtherance thereof; (ii)
against any action or agreement that would result in a breach of any
representation, warranty or covenant of the Company in the Merger Agreement; and
(iii) against any action or agreement which would delay, postpone or attempt to
discourage the Merger or the Offer or cause a condition to the closing of the
Merger or the Offer to not be capable of being satisfied.
(b) The Stockholder hereby irrevocably grants to, and appoints, Parent and
any nominee thereof, its proxy and attorney-in-fact (with full power of
substitution) during the term of this Agreement, for and in the name, place and
stead of the Stockholder, to vote the Shares, or grant a consent or approval in
respect of the Shares, in connection with any meeting of the stockholders of the
Company: (i) in favor of the Merger and approval and adoption of the Merger
Agreement and any action required in furtherance thereof; (ii) against any
action or agreement that would result in a breach of any representation,
warranty or covenant of the Company in the Merger Agreement; and (iii) against
any action or agreement which would delay, postpone or attempt to discourage the
Merger or the Offer or cause a condition to the closing of the Merger or the
Offer to not be capable of being satisfied.
(c) The Stockholder represents that any outstanding proxy heretofore given
in respect of the Shares, if any, is revocable and that any outstanding proxy
heretofore given in respect of the Shares has been revoked.
(d) The Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 6 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of the Stockholder under this Agreement. The Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and is
intended to be irrevocable in accordance with the provisions of Section 212(e)
of the DGCL.
(e) The Stockholder hereby irrevocably waives any rights of appraisal or
rights to dissent from the Merger that the Stockholder may have.
SECTION 7. Certain Events. In the event of any stock split, stock dividend,
merger, reorganization, recapitalization or other change in the capital
structure of the Company affecting the Common Stock of the Company or the
acquisition of additional shares of Common Stock of the Company by the
Stockholder, the number of Shares shall be adjusted appropriately, and this
Agreement and the obligations hereunder shall attach to any additional shares of
Common Stock or other securities or rights of the Company issued to or acquired
by the Stockholder.
SECTION 8. Certain Other Agreements.
(a) From the date of this Agreement until the earlier of the Effective Time
or the termination of this Agreement, the Stockholder shall not (and the
Stockholder will not permit any of its Affiliates, officers, directors or
employees or any investment banker, financial advisor, attorney, accountant or
other representative retained by it or any Affiliate (collectively "Stockholder
Representatives") to) directly or indirectly: (i) solicit, initiate, engage in
discussions or negotiate with any Person or take any other action intended or
designed to facilitate any inquiry or effort of any Person (other than Parent)
relating to any Alternative Acquisition; (ii) provide information with respect
to the Company or any Company Subsidiary to any Person, other than Parent,
relating to a possible Alternative Acquisition by any Person, other than Parent;
or (iii) enter into any agreement with respect to any proposal for an
Alternative Acquisition Proposal. Notwithstanding the foregoing, prior to the
acceptance for payment of Common Stock of the Company pursuant to the Offer, the
Stockholder may advise the Company Board of receipt by it (or any Stockholder
Representative) of any unsolicited Alternative Acquisition Proposal or any
inquiry indicating that any Person is considering making or wishes to make an
Alternative Acquisition Proposal. Notwithstanding the foregoing, it is agreed
and understood by the parties that the term "Stockholder Representative" shall
not include the Company, any Company Subsidiary or any Company Representative.
(b) The Stockholder promptly, and in any event within two (2) Business
Days, shall advise Parent in writing of receipt by it (or any Stockholder
Representative) of any Alternative Proposal or any inquiry indicating that any
Person is considering making or wishes to make an Alternative Acquisition
Proposal, identifying such Person, and the financial and other material terms
and conditions of any Alternative Acquisition Proposal or potential Alternative
Acquisition Proposal. The obligations provided for in this Section 8 shall
become effective immediately following the execution and delivery of this
Agreement by the parties hereto.
(c) The Stockholder and BP hereby agree to cease and cause to be terminated
immediately all existing discussions or negotiations conducted by them or at
their behest heretofore with respect to any Alternative Acquisition. In
addition, BP agrees to promptly direct UBS Warburg LLC to cease and cause to be
terminated immediately all existing discussions or negotiations conducted by it
heretofore with respect to any Alternative Acquisition on behalf of BP or its
Affiliates.
(d) Notwithstanding any other provision of this Agreement, the Stockholder
shall be liable to, and shall defend, indemnify and hold harmless, Parent, Sub,
the Company, each Company Subsidiary and their respective officers, directors
and affiliates (the "Indemnified Parties"): (i) for any and all Taxes of BP and
any current or former Affiliate of BP (other than the Company or any Company
Subsidiary) for any taxable period beginning before the Closing Date, for which
the Company or any Company Subsidiary may be liable pursuant to Treasury
Regulation Sec. 1.1502-6 (or any similar provision of state, local or foreign
law), as a transferee or successor, by contract, agreement or otherwise; (ii)
any and all Taxes imposed on or with respect to the Company or any Company
Subsidiary for any taxable period (or portion thereof) ending on or before
February 10, 1998 (all amounts described in clauses (i) and (ii) of this Section
8(d) being, the "Indemnified Taxes"); and (iii) any and all expenses incurred by
any Indemnified Party arising from any Indemnified Taxes (collectively, the
"Stockholder Indemnification Obligations").
(e) BP hereby irrevocably and unconditionally guarantees any and all of the
Stockholder Indemnification Obligations.
(f) BP hereby agrees that it shall pay any fees, expenses or other amounts
that become due and payable by the Company to UBS Warburg LLC or any other
investment bank or financial advisor engaged by the Company other than Wachovia
Securities (formerly known as First Union Securities) and Xxxxxxx Xxxxx & Co.
(such entities other than Wachovia Securities and Xxxxxxx Sachs & Co., the
"Covered Advisors") as a result of the Transactions (the "Covered Advisor
Liabilities") and shall defend, indemnify and hold harmless the Indemnified
Parties against any claims for such amounts or any liabilities or costs arising
out of or resulting from any claims for such amounts. In the event any Covered
Advisor makes any written claim or demand for the payment of any Covered Advisor
Liabilities (a "Demand"), Parent shall promptly, but in no event more than five
(5) Business Days following such Demand, notify BP of such claim or demand,
provided, however, that Parent's failure to notify BP within such five (5)
Business Day period shall relieve BP of its obligation to pay the Covered
Advisor Liabilities only to the extent that BP is actually prejudiced by such
failure. BP shall have the right to dispute any Demand and defend Parent and the
Company by appropriate proceedings against any Demand and shall have the power
to direct and control such defense. All costs and expenses incurred by BP in
defending such Demand shall be the liability of, and shall be paid by, BP. If
the Company or Parent desires to participate in any such defense, or to employ
separate counsel of its choice, it may do so at its sole cost and expense.
Parent and each of its Affiliates shall cooperate with BP and its counsel in the
defense of any Demand. Neither Parent nor any of its Affiliates shall make
payment on, or otherwise settle, a Demand without the consent of BP. Parent
shall give BP and its counsel access to the relevant business records and other
documents of the Company, and shall permit them to consult with the employees
and counsel of the Company and any of its Affiliates (during normal business
hours and without undue disruption to the Company's Business) as may be
reasonably necessary in connection with the foregoing.
SECTION 9. Further Assurances; Stockholder Capacity.
(a) With respect to each party's respective obligations under this
Agreement, the Stockholder and BP shall, upon request of Parent or Sub, execute
and deliver any additional documents and take such further actions as may
reasonably be deemed by Parent or Sub to be necessary to carry out the
provisions hereof and to vest the power to vote the Shares as contemplated by
Section 6 hereof in Parent.
(b) Nothing in this Agreement shall be construed to prohibit any person
from taking any action solely in his or her capacity as a member of the Company
Board to the extent specifically permitted by the Merger Agreement.
SECTION 10. Termination. This Agreement, and all rights and obligations of
the parties hereunder, shall terminate upon the earlier of: (a) the date upon
which the Offer is terminated without the purchase of shares of Common Stock
thereunder in accordance with its terms; (b) the termination of the Merger
Agreement in accordance with its terms; or (c) the Effective Time; provided,
however, that whether or not the Merger is consummated, the provisions set forth
in Sections 11 and 12 shall survive any termination of this Agreement; and
provided, further, that the provisions set forth in Sections 8(b), 8(c), 8(d),
8(e), and 8(f) shall survive following the Effective Time if the Merger is
consummated.
SECTION 11. Expenses. Except as otherwise provided herein, all fees and
expenses incurred by any one party hereto shall be borne by the party incurring
such fees and expenses.
SECTION 12. Miscellaneous.
(a) All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given if delivered
personally or sent by overnight courier (providing proof of delivery) to the
following addresses (or at such other address for a party as shall be specified
by like notice):
(A) if to Parent or Sub, to:
Xxxxxx Laboratories
000 Xxxxxx Xxxx Xxxx
X-000, XX0X
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Senior Vice President, Diagnostic Operations
with a copy to:
Xxxxxx Laboratories
000 Xxxxxx Xxxx Xxxx
X-000, XX0X
Xxxxxx Xxxx, Xxxxxxxx 00000-0000
Attention: Senior Vice President, Secretary and General
Counsel
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx (Illinois)
000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx X. Xxxx
and
(B) if to the Stockholder or BP, to:
BP America Inc.
000 X. Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Vice President - Mergers and Acquisitions
with a copy to:
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. X'Xxxxx
(b) The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
(c) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall be considered one and
the same agreement.
(d) This Agreement (including the Merger Agreement and any other documents
and instruments referred to herein) constitutes the entire agreement, and
supersedes all prior agreements and understandings, whether written or oral,
among the parties hereto with respect to the subject matter hereof.
(e) This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without giving effect to the principles of
conflict of laws thereof.
(f) Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned, in whole or in part, by operation of law or
otherwise by any of the parties without the prior written consent of the other
parties. Any purported assignment without such consent shall be void, except
that Sub may assign, in its sole discretion, any of or all of its rights,
interests and obligations under this Agreement to Parent or to one or more
direct or indirect wholly owned Subsidiaries of Parent or a combination thereof,
but no such assignment shall relieve Sub or any of its obligations under this
Agreement. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.
(g) If any term, provision, covenant or restriction herein is held by a
court of competent jurisdiction or other authority to be invalid, void or
unenforceable or against public policy, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
(h) The parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement is not performed in accordance with its
specific terms or were otherwise breached. It is accordingly agreed that the
parties shall be entitled to an injunction or injunctions to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this
Agreement in any Delaware state court or any federal court located in the State
of Delaware, this being in addition to any other remedy to which they are
entitled at law or in equity. In addition, each of the parties hereto: (i)
consents to submit itself to the personal jurisdiction of any Delaware state
court or any federal court located in the State of Delaware in the event any
dispute arises out of this Agreement; (ii) agrees that it will not attempt to
deny or defeat such personal jurisdiction by motion or other request for leave
from any such court; (iii) agrees that it will not bring any action relating to
this Agreement in any court other than any Delaware state court or any federal
court sitting in the State of Delaware; and (iv) waives any right to trial by
jury with respect to any action related to or arising out of this Agreement.
(i) No amendment, modification or waiver in respect of this Agreement shall
be effective against any party unless it shall be in writing and signed by such
party.
IN WITNESS WHEREOF, Parent, Sub, the Stockholder and BP have caused this
Agreement to be duly executed and delivered as of the date first written above.
XXXXXX LABORATORIES
By:
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Name:
Title:
RAINBOW ACQUISITION CORP.
By:
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Name:
Title:
AMOCO TECHNOLOGY COMPANY
By:
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Name:
Title:
BP AMERICA INC.
By:
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Name:
Title:
