AGREEMENT OF MERGER
This Agreement of Merger ("Agreement") is entered into between Alamar
Biosciences, Inc., a California corporation (herein "Surviving Corporation"),
and AccuMed, Inc., an Illinois corporation (herein "Merging Corporation").
1. Merging Corporation shall be merged into Surviving Corporation.
2. Each issued and outstanding share of Merging Corporation shall be converted
into 2.4318999 shares of Common Stock, no par value, of Surviving
Corporation and each outstanding Warrant to purchase Common Stock shall be
converted into a Warrant to purchase 2.4318999 shares of Common Stock, no
par value, of Surviving Corporation; provided, however, that no fractional
shares shall be issued, but in lieu thereof each Merging Corporation
shareholder who would otherwise be entitled to a fraction of a share of
Surviving Corporation (after aggregating all fractional shares of Surviving
Corporation to be received by such shareholder) shall receive from
Surviving Corporation one additional share of Surviving Corporation in the
event such fraction is one-half or more and no additional shares of
Surviving corporation in the event such fraction is less than one-half;
provided, however, that if the fraction which any shareholder would
otherwise be entitled receive is more than one-half of 1 percent of the
total shares such person is entitled to receive, such person shall receive
one additional full share.
3. The outstanding shares of Surviving Corporation shall remain outstanding
and are not effected by the Merger.
4. Merging Corporation shall from time to time, as and when requested by
Surviving Corporation, execute and deliver all such documents and
instruments and take all such actions necessary or desirable to evidence or
carry out this merger.
5. The effect of the merger and the effective date of the merger are as
prescribed by law.
6. Merging Corporation and Surviving Corporation have also entered into that
certain Agreement and Plan of Reorganization, 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 (the "Plan of Reorganization"); the Plan of
Reorganization and this Agreement are intended to be construed together and
the terms of the Plan of Reorganization are incorporated herein by this
reference.
ENDORSED
FILED
In the office of the Secretary of State
of the State of California
DEC 29 1995
XXXX XXXXX, Secretary of State
IN WITNESS WHEREOF the parties have examined this Agreement.
ALAMAR BIOSCIENCES, INC.
By: /s/ Xxxx X. Xxxxxx
---------------------------
Xxxx X. Xxxxxx, Vice President,
Finance and Secretary
-AND-
ACCUMED, INC.
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx, President
By: /s/ Xxxxx X. Xxxxxxxx
---------------------------
Xxxxx X. Xxxxxxxx, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Xxxx X. Xxxxxx certifies that:
1. He is the vice president, finance and secretary, of Alamar Biosciences,
Inc., a California corporation ("Alamar").
2. The Agreement of Merger in the form attached hereto was duly approved by
the Board of Directors and shareholders of Alamar.
3. The principal terms of the Agreement of Merger were adopted by the
affirmative vote of the outstanding shares of Alamar which equaled or
exceeded the required vote; which such vote was a majority of the
outstanding shares.
4. There is only one class of shares outstanding and the number of shares
outstanding is 11,115,339.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
Dated: December 28, 1995
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx, Vice President, Finance
/s/ Xxxx X. Xxxxxx
-----------------------------
Xxxx X. Xxxxxx, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
Xxxxx X. Xxxxxxxx certifies that:
1. He is the President and Secretary of AccuMed Inc., an Illinois corporation
("AccuMed").
2. The Agreement of Merger in the form attached hereto was duly approved by
the Board of Directors and shareholders of AccuMed.
3. The principal terms of the Agreement of Merger were adopted by the
affirmative vote of the outstanding shares of AccuMed which equaled or
exceeded the required vote; which such vote was two-thirds of the total
outstanding shares.
4. There is only one class of shares outstanding and the number of shares
outstanding is 2,390,441.
I further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of my own knowledge.
Dated: December 28, 1995
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx, President
/s/ Xxxxx X. Xxxxxxxx
-----------------------------
Xxxxx X. Xxxxxxxx, Secretary
State of California
[SEAL]
SECRETARY OF STATE
CORPORATION DIVISION
I, XXXX XXXXX, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the
Great Seal of the State of
California this
JAN 10 1996
[THE STATE OF CALIFORNIA SEAL]
/s/ Xxxx Xxxxx
---------------------
Secretary of State
