WAIVER UNDER MERGER AGREEMENT
Reference is made to the Agreement and Plan of Reorganization (the "Merger
Agreement") dated as of April 21, 1995, as amended by Amendment No. 1 dated as
of August 1, 1995 and Amendment No. 2 dated as of October 6, 1995 between Alamar
Biosciences, Inc., a California corporation ("Alamar"), and AccuMed, Inc., an
Illinois corporation ("AccuMed"). All capitalized terms not otherwise defined
herein shall have the same meaning as when used in the merger Agreement.
WHEREAS, Section 7.18 of the Merger Agreement provides that the persons to
serve as directors of the Surviving Corporation will each serve a two-year term;
and
WHEREAS, both California corporate law and Delaware corporate law require
that a meeting of shareholders be held annually for the purpose of electing
directors;
NOW THEREFORE, each of Alamar and AccuMed hereby waives the requirement
that the Surviving Corporation take action as is necessary to cause such board
members to serve a two-year term, and mutually consent to allow such directors
to serve the maximum term permissible under applicable corporate law, which
shall be until the next annual meeting of shareholders of the Surviving
Corporation, or until their earlier removal or resignation.
IN WITNESS WHEREOF, the parties have caused this Waiver to be duly executed
as of November 20, 1995.
ALAMAR BIOSCIENCES, INC.
By: /s/ Xxxx X. Xxxxxx
----------------------------
Xxxx X. Xxxxxx, Chief
Financial Officer
ACCUMED, INC.
By: /s/ Xxxxx X. Xxxxxxxx
----------------------------
Xxxxx X. Xxxxxxxx, Chief
Executive Officer
