MUTUAL WAIVER PURSUANT TO SECTIONS 8.2(e) and 8.3(e)
OF MERGER AGREEMENT
This Mutual Waiver is hereby made as of December 19, 1995 by Alamar
Biosciences, Inc. ("Alamar"), and AccuMed, Inc. ("AccuMed"). Reference is made
to the Agreement and Plan of Reorganization dated as of April 21, 1995 by Alamar
and AccuMed, as amended by Amendment No. 1 dated as of August 1, 1995, and
Amendment No. 2 dated as of October 6, 1995 (the "Merger Agreement"). Terms not
otherwise defined herein shall have the same meanings as when used in the Merger
Agreement.
1. Each of Alamar and AccuMed hereby waives the requirements pursuant to
Section 8.2(e) and Section 8.3(e), respectively, that Employment Agreements be
executed between the Surviving Corporation and Xxxxx X. Xxxxxxxx, Xxxx Xxxxxx,
Xxxx X. Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx, and Xxxxxxx X. Xxxxx.
2. Each of the parties hereby consents to and agrees that the surviving
Corporation shall adopt and assume the obligations under the (i) Employment
Agreement dated as of August 1, 1994, between Xx. Xxxxxxxx and AccuMed, (ii) the
Employment Letter dated March 2, 1995 between Accumed and Xx. Xxxxxx, (iii) the
Employment Letter dated February 28, 1995 between Accumed and Xx. Xxxxxx, and
(iv) the Employment Agreement as in effect between AccuMed and Xx. Xxxxx as of
the date hereof, and that the Service Agreement between Sensititre and Xx. Xxxxx
dated May 9, 1994 and the Service Agreement between Xx. Xxxxx and Sensititre as
in effect on the date hereof shall continue in full force and effect after the
Effective Time of the Merger.
ALAMAR BIOSCIENCES, INC.
a California corporation
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
Chief Financial Officer
ACCUMED, INC.,
a California corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Chief Executive Officer
