Common use of Registration Statement; Prospectus/Proxy Statement Clause in Contracts

Registration Statement; Prospectus/Proxy Statement. None of the information supplied or to be supplied by Company for inclusion or incorporation by reference in the registration statement on Form S-4 (or similar successor form) to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including amendments or supplements thereto) (the "REGISTRATION STATEMENT") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Company for inclusion in the Prospectus/Proxy Statement to be filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 5.1(a) hereof (the "PROSPECTUS/PROXY STATEMENT") will, at the date or dates mailed to the shareholders of Company, and at the time of Company General Meeting in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Prospectus/Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to Company General Meeting, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Prospectus/Proxy Statement, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in the Registration Statement or Prospectus/Proxy Statement.

Registration Statement; Prospectus/Proxy Statement. None of the information supplied or to be supplied by the Company for inclusion or incorporation by reference in the registration statement on Form S-4 (or similar successor form) Registration Statement to be filed with the SEC by Parent in connection with the issuance of Parent Common Stock in the Merger (including amendments or supplements thereto) (the "REGISTRATION STATEMENT") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Company for inclusion in the Prospectus/Proxy Statement to be filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 5.1(a1.5(a) hereof (the "PROSPECTUS/PROXY STATEMENT") will, at the date or dates mailed to the shareholders of the Company, and at the time of Company General Shareholders Meeting in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Prospectus/Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunderAct, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to Company General Shareholders Meeting, any event relating to Company or any of its affiliates, officers or directors should be discovered by the Company which should be set forth in an amendment to the Registration Statement or a supplement to the Prospectus/Proxy Statement, the Company shall promptly inform Parent. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in the Registration Statement or Prospectus/Proxy Statement.

Registration Statement; Prospectus/Proxy Statement. None I For the purposes (i) of holding the information supplied or AccuMed Stockholders' Meeting, and (ii) of registering with the Securities and Exchange Commission ("SEC") and with applicable state securities authorities the Ampersand Common Stock to be supplied by Company for inclusion or incorporation by reference in the registration statement on Form S-4 (or similar successor form) issued to be filed with the SEC by Parent holders of AccuMed securities in connection with the issuance of Parent Common Stock Merger, the parties shall cooperate in the Merger preparation of an appropriate registration statement (such registration statement, together with all and any amendments and supplements thereto, is referred to herein as the "Registration Statement"), including the Prospectus /Proxy Statement satisfying all applicable requirements of applicable state laws, and of the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder (such Prospectus/Proxy Statement, together with any and all amendments or supplements thereto) (, is referred to herein as the "REGISTRATION STATEMENTProspectus/Proxy Statement") will, at the time the Registration Statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or ). II AccuMed shall furnish such information concerning AccuMed as is necessary in order to make cause the statements thereinProspectus/Proxy Statement, in light of circumstances under which they are madeinsofar as it relates to AccuMed, not misleadingto comply with Section 1.9(a) hereof. None of AccuMed agrees promptly to advise Ampersand if at any time before the AccuMed Stockholders' Meeting any information supplied or to be supplied provided by Company for inclusion AccuMed in the Prospectus/Proxy Statement to be filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 5.1(a) hereof (the "PROSPECTUS/PROXY STATEMENT") will, at the date becomes incorrect or dates mailed to the shareholders of Company, and at the time of Company General Meeting incomplete in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required respect and to provide the information needed to correct such inaccuracy or omission. AccuMed shall also furnish Ampersand with such supplemental information as may be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The cause such Prospectus/Proxy Statement will Statement, insofar as it relates to AccuMed, to comply with Section 1.9(a) hereof. III Ampersand and Acquisition Sub shall furnish AccuMed with such information concerning Ampersand as is necessary in order to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to Company General Meeting, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to cause the Prospectus/Proxy Statement, Company shall insofar as it relates to Ampersand and Acquisition Sub, to comply with Section 1.9(a) hereof. Ampersand and Acquisition Sub agree promptly inform Parent. Notwithstanding to advise AccuMed if at any time before the foregoing, Company makes no representation or warranty with respect to AccuMed Stockholders' Meeting any information supplied provided by Parent or Merger Sub which is contained or incorporated by reference Ampersand in the Registration Statement or Prospectus/Proxy Statement.the

Registration Statement; Prospectus/Proxy Statement. None of the information supplied by the Company or to be supplied by Company the Seller for inclusion or incorporation by reference in the registration statement on Form S-4 (or similar successor form) under the Securities Act of 1933, as amended, registering the Purchaser Common Stock to be filed with issued pursuant to the SEC Agreement (such registration statement, as amended by Parent any amendments thereto, being referred to herein as the "Registration Statement") or the prospectus/proxy statement to be sent to the stockholders of the Purchaser in connection with the special meeting of stockholders of the Purchaser at which such stockholders will be asked to approve the Amended and Restated Certificate and the issuance of Parent Purchaser Common Stock in the Merger (including amendments or supplements thereto) pursuant to this Agreement (the "REGISTRATION STATEMENTPurchaser Special Meeting") will(such prospectus/proxy statement, as amended by any amendments thereto, being referred to herein as the "Prospectus/Proxy Statement"), including all amendments and supplements to the Registration Statement and Prospectus/Proxy Statement, shall, in the case of the Registration Statement, at the time the Registration Statement becomes effective under and, in the Securities Actcase of the Prospectus/Proxy Statement, on the date or dates the Prospectus/Proxy Statement is first mailed to the Purchaser stockholders and on the date of the Purchaser Special Meeting, contain any untrue statement statements of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in light of circumstances under which they are made, not misleading. None of the information supplied or to be supplied by Company for inclusion in the Prospectus/Proxy Statement to be filed by Parent and Company with the SEC as part of the Registration Statement pursuant to Section 5.1(a) hereof (the "PROSPECTUS/PROXY STATEMENT") will, at the date or dates mailed to the shareholders of Company, and at the time of Company General Meeting in connection with the transactions contemplated hereby, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are were made, not misleading. The Prospectus/Proxy Statement will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations promulgated by the SEC thereunder, and the Israeli Companies Law and the Israeli Securities Law, 1968, and the rules and regulations promulgated thereunder. If at any time prior to Company General Meeting, any event relating to Company or any of its affiliates, officers or directors should be discovered by Company which should be set forth in an amendment to the Registration Statement or a supplement to the Prospectus/Proxy Statement, Company shall promptly inform Parent. Notwithstanding the foregoing, Company makes no representation or warranty with respect to any information supplied by Parent or Merger Sub which is contained or incorporated by reference in the Registration Statement or Prospectus/Proxy Statement.