Unilab Corp Watch

from 8-K >50 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~5 pages Letter Agreement, Dated August 10, 1999

from 8-K 1 page Letter Agreement, Dated July 30, 1999

from 8-K 1 page <page> July 8, 1999 Unilab Corporation 18448 Oxnard Street Tarzana, California 91356 Re: Merger Agreement Ladies and Gentlemen: Reference Is Made to the Agreement and Plan of Merger, Dated as of May 24, 1998 (The "Merger Agreement"), Between Unilab Corporation (The "Company") and Uc Acquisition Sub, Inc. ("Merger Sub"). This Letter Will Confirm the Agreement of the Company and Merger Sub That the Time Period Within Which Merger Sub Is Obligated Under Section 1.7(a) of the Merger Agreement to Use Its Reasonable Efforts to Convert the Merger (As Defined in the Merger Agreement) Into an All Cash Merger Is Hereby Extended From 45 Days After the Date of the Merger Agreement to 60 Days After the Date of the Merger Agreement. Please Confirm Your Agreement With the Foregoing by Signing Where Indicated Below and Returning to Merger Sub a Copy of This Agreement. Very Truly Yours, Uc Acquisition Sub, Inc. By: /S/ David Wahrhaftig Name: David Wahrhaftig Accepted and Agreed as of the Date First Written Above: Unilab Corporation By: /S/ Mark L. Bibi Name: Mark L. Bibi

from 8-K ~50 pages Agreement and Plan of Merger

from 8-K ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-K ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-K/A ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-K/A ~20 pages Plan of reorganization, merger, acquisition or similar

from 8-K/A ~50 pages Plan of reorganization, merger, acquisition or similar

from 8-A12B/A 1 page Certificate of Amendment of Certificate of Incorporation of Unilab Corporation (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Unilab Corporation, a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Hereby Certifies as Follows: First. Section 4 of the Certificate of Incorporation of the Corporation Is Hereby Amended by Deleting the Provision From Clause (A) of the Sub-Section Entitled "Conversion of Non-Voting Common Stock by Holder" of the Section Entitled "Non-Voting Common Stock", Such That Clause (A) Reads in Its Entirety as Follows: "(A) the Holder of Each Share of Non-Voting Common Stock Shall Have the Right at Any Time, or From Time to Time, at Such Holder's Option, to Convert Such Share Into One Fully Paid and Non-Assessable Share of Common Stock, on and Subject to the Terms and Conditions Hereinafter Set Forth"; Second. the Foregoing Amendment Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Executed by Richard A. Michaelson, Its Senior Vice President, and Attested by Mark L. Bibi, Its Secretary, This 14th Day of May, 1996. By: /S/ Richard A. Michaelson Name: Richard A. Michaelson Title:senior Vice President Attest: By: /S/ Mark L. Bibi Name: Mark L. Bibi Title: Secretary

from 8-A12B/A ~10 pages Plan of reorganization, merger, acquisition or similar

from 8-A12B/A 1 page Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Metcal Inc. (Under Section 242 of the General Corporation Law of the State of Delaware) Metcal Inc., a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Hereby Certifies as Follows: First: The Original Certificate of Incorporation of the Corporation Was Filed in the Office of the Secretary of State of the State of Delaware on January 6, 1993. the Amended and Restated Certificate of Incorporation (As Amended and Restated, the "Certificate of Incorporation") of the Corporation Was Filed in the Office of the Secretary of State of the State of Delaware on July 23, 1993. Second: Section 1 of the Certificate of Incorporation of the Corporation Is Hereby Amended by Deleting Such Section in Its Entirety and Substituting the Following in Lieu Thereof: "Section 1. the Name of the Corporation Is Unilab Corporation (Hereinafter Referred to as the "Corporation")." Third: The Foregoing Amendment to the Certificate of Incorporation Has Been Duly Adopted in Accordance With the Provisions of Section 228 and Section 242 of the General Corporation Law of the State of Delaware (The "Dgcl"). Fourth: Pursuant to the Provisions of Section 103(d) of the Dgcl, the Amendment to the Certificate of Incorporation Evidenced by This Certificate of Amendment Shall Become Effective Upon the Filing of This Certificate of Amendment in the Office of the Secretary of State of the State of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Executed by Andrew H. Baker, Its President, and Attested to by Its Secretary, Mark L. Bibi, This 10th Day of November, 1993. By: /S/ Andrew H. Baker Name: Andrew H. Baker Title:president Attest: /S/ Mark L. Bibi Name: Mark L. Bibi Title:secretary

from 8-A12B/A ~5 pages Plan of reorganization, merger, acquisition or similar

from 8-A12B 1 page Certificate of Amendment of Certificate of Incorporation of Unilab Corporation (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Unilab Corporation, a Corporation Organized and Existing Under the Laws of the State of Delaware (The "Corporation"), Hereby Certifies as Follows: First. Section 4 of the Certificate of Incorporation of the Corporation Is Hereby Amended by Deleting the Provision From Clause (A) of the Sub-Section Entitled "Conversion of Non-Voting Common Stock by Holder" of the Section Entitled "Non-Voting Common Stock", Such That Clause (A) Reads in Its Entirety as Follows: "(A) the Holder of Each Share of Non-Voting Common Stock Shall Have the Right at Any Time, or From Time to Time, at Such Holder's Option, to Convert Such Share Into One Fully Paid and Non-Assessable Share of Common Stock, on and Subject to the Terms and Conditions Hereinafter Set Forth"; Second. the Foregoing Amendment Has Been Duly Adopted in Accordance With the Provisions of Section 242 of the General Corporation Law of the State of Delaware. in Witness Whereof, the Corporation Has Caused This Certificate to Be Executed by Richard A. Michaelson, Its Senior Vice President, and Attested by Mark L. Bibi, Its Secretary, This 14th Day of May,1996. By: /S/ Richard A. Michaelson Name: Richard A. Michaelson Title: Senior Vice President Attest: By: /S/ Mark L. Bibi Name: Mark L. Bibi Title: Secretary