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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997
Entire Document
 
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                                                                    EXHIBIT 2.01
                                   FORM OF 
                            SUBSCRIPTION AGREEMENT
                            ----------------------

          SUBSCRIPTION AGREEMENT, effective as of April 23, 1997, by and among
DEL-LPL Limited Partnership, a Delaware limited partnership ("DEL-LPL"), DEL-
LPAML Limited Partnership, a Delaware limited partnership ("DEL-LPAML"),
DEL/LaSalle Finance Company, L.L.C., an Illinois limited liability company
("DEL/LaSalle"), DSA-LSAM, Inc., a Delaware corporation ("DSA-LSAM"), DSA-LSPL,
Inc. ("DSA-LSPL"), a Delaware corporation, Galbreath Holdings, LLC, a Delaware
limited liability company ("G-LLC"), Galbreath-LPL Holdings, LLC, a Delaware
limited liability company ("G-LPL" and, together with DEL-LPL, DEL-LPAML,
DEL/LaSalle, DSA-LSPL, DSA-LSAM, G-LLC and G-LPL, the "Purchasers"), and LaSalle
Partners Incorporated, a Maryland corporation (the "Corporation").

          WHEREAS, the Purchasers collectively hold all of the general and
limited partnership interests in LaSalle Partners Limited Partnership, a
Delaware limited partnership ("LPL"), and LaSalle Partners Management Limited
Partnership, a Delaware limited partnership ("LPML");

          WHEREAS, LPL and LPML have caused the Corporation to be formed with an
authorized capitalization of 110,000,000 shares, consisting of 100,000,000
shares of Common Stock, par value $.01 per share (the "Common
 Stock"), and
10,000,000 shares of preferred stock, par value $.01 per share (the "Preferred
Stock");

          WHEREAS, LPL holds ten shares of the Common Stock, which shares
constitute on the date hereof all of the issued and outstanding shares of the
Corporation;

          WHEREAS, each of the Purchasers desires to exchange all of their
respective general and limited partnership interests in LPL and LPML, upon the
terms and conditions set forth in this Agreement, for shares of Common Stock
(the "Exchange") such that immediately thereafter all of the issued and 
outstanding Common Stock of the Corporation will be owned by the Purchasers; and

          WHEREAS, immediately following the Exchange, the Corporation will sell
up to 4,000,000 shares of Common Stock (the "Public Offering Shares") to the
public pursuant to a "firm commitment" underwriting agreement (the "IPO"); and


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