FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 13, 2012, between R&R Acquisition VI, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF COMMON STOCK PURCHASE WARRANT ADMA BIOLOGICS, INC.Security Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, RODMAN & RENSHAW, LLC (“Rodman”) or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August 11, 2012 (the “Initial Exercise Date”) but not after 5:00 p.m. (New York time) on February 13, 2017 (the “Termination Date”), to subscribe for and purchase from ADMA BIOLOGICS, INC., a Delaware corporation (the “Company”), up to EIGHTY-SEVEN THOUSAND EIGHT HUNDRED SIXTY-FIVE (87,865) shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
11,250,000 Shares ADMA Biologics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 17th, 2019 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February __, 2012 between ADMA Biologics, Inc., a Delaware corporation (including its predecessors, successors and assigns, the “Company”), and __________________ (“Indemnitee”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 28th, 2021 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
ADMA Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $50.0 million on the terms set forth in this agreement (this “Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 11th, 2015 • Adma Biologics, Inc. • Biological products, (no disgnostic substances)
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of June 19, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and ADMA BIOLOGICS, INC., a Delaware corporation with an office located at 465 Route 17 South, Ramsey, NJ 07446, ADMA PLASMA BIOLOGICS, INC., a Delaware corporation with an office located at 465 Route 17 South, Ramsey, NJ 07446 and ADMA BIO CENTERS GEORGIA INC. a Delaware corporation with offices located at 6290 Jimmy Carter Blvd., Norcross, Georgia 30071 and 3000 Windy Hill Rd. SE, Suites 220 and 212, Marietta, Geo
Shares ADMA Biologics, Inc. Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • April 22nd, 2013 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
ADMA Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of [________] shares (the “Firm Shares”) of the Company's common stock, $0.0001 par value per share (the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional [___________] shares (the “Option Shares”) of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the “Shares.”
ContractWarrant Agreement • February 11th, 2013 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
DISTRIBUTION AGREEMENTDistribution Agreement • September 3rd, 2021 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
SECURITY AGREEMENTSecurity Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of October 10, 2017 among ADMA BIOLOGICS, INC., a Delaware corporation (“ADMA Biologics”), ADMA PLASMA BIOLOGICS, INC., a Delaware corporation (“ADMA Plasma”), ADMA BIO CENTERS GEORGIA INC., a Delaware corporation (“ADMA Bio Centers”) and ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company (“ADMA BioManufacturing” and together with ADMA Biologics, ADMA Plasma and ADMA Bio Centers, each a “Debtor” and, collectively, the “Debtors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as Agent for the benefit of the Lender (together with its successors and assigns in such capacity, the “Secured Party”).
ContractWarrant Agreement • May 13th, 2016 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CREDIT AGREEMENT AND GUARANTY dated as of February 11, 2019 by and among ADMA BIOLOGICS, INC., as the Borrower, THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO, as the Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO as the Lenders, and...Credit Agreement • February 12th, 2019 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
Credit Agreement and Guaranty, dated as of February 11, 2019 (this “Agreement”), among ADMA BIOLOGICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and PERCEPTIVE CREDIT HOLDINGS II, LP, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 11th, 2013 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2022 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
ADMA Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 20,979,020 shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of 20,979,020 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 3,146,853 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New York
RIGHTS AGREEMENTRights Agreement • December 16th, 2020 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
This RIGHTS AGREEMENT, dated as of December 16, 2020 (this “Agreement”), is by and between ADMA Biologics, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer and Trust Company, as rights agent (the “Rights Agent”).
CREDIT AGREEMENT by and among ADMA BIOLOGICS, INC., as Administrative Borrower, ADMA BIOMANUFACTURING, LLC, ADMA PLASMA BIOLOGICS, INC. ADMA BIOCENTERS GEORGIA INC., each as a Borrower Certain Subsidiaries of Administrative Borrower, as Guarantors...Credit Agreement • December 18th, 2023 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS CREDIT AGREEMENT, dated as of December 18, 2023, is among ADMA BIOLOGICS, INC., a Delaware corporation (“ADMA”, a “Borrower” and “Administrative Borrower”), ADMA BIOMANUFACTURING, LLC, a Delaware limited liability company (“ADMA BioManufacturing”), ADMA PLASMA BIOLOGICS, INC., a Delaware corporation (“ADMA Plasma”), ADMA BIOCENTERS GEORGIA INC., a Delaware corporation (“ADMA Georgia”, collectively with ADMA, ADMA BioManufacturing and ADMA Plasma, the “Borrowers”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capac
23,500,000 Shares ADMA BIOLOGICS, INC. COMMON STOCK, $0.0001 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2020 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”) and Jefferies LLC (“Jefferies”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with ADMA Biologics, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley and Jefferies (the “Underwriters”), of shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (the “Common Stock”).
8,368,200 Shares* ADMA Biologics, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2018 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
ADMA Biologics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 8,368,200 shares of its Common Stock, par value $0.0001 per share (the “Common Stock”). The aggregate of 8,368,200 shares to be purchased from the Company are called the “Firm Shares.” In addition, the Company has agreed to sell to the Underwriters, upon the terms and conditions stated herein, up to an additional 1,255,230 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Shares are collectively referred to in this Agreement as the “Shares.” Raymond James & Associates, Inc. is acting as the representative of the several Underwriters and in such capacity is referred to in this Agreement as the “Representative.”
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2024 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New Jersey
This EMPLOYMENT AGREEMENT (this "Agreement"), dated April 1, 2024 (the “Effective Date”), is entered into by and between ADMA Biologics, Inc., a Delaware corporation (the "Company"), and Kaitlin Kestenberg ("Executive").
ContractWarrant Agreement • May 2nd, 2023 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT AS SET FORTH IN SECTIONS 6.3 and 6.4 BELOW, UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
CREDIT AGREEMENTCredit Agreement • October 11th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances)
This Credit Agreement dated as of October 10, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is made among ADMA Biologics, Inc., a Delaware corporation (“ADMA Biologics”), ADMA Plasma Biologics, Inc., a Delaware corporation (“ADMA Plasma”) and ADMA Bio Centers Georgia Inc., a Delaware corporation (“ADMA Bio Centers”), ADMA BioManufacturing, LLC, a Delaware limited liability company (“ADMA BioManufacturing” and together with ADMA Biologics, ADMA Plasma and ADMA Bio Centers, individually and collectively, jointly and severally, the “Borrower”), Marathon Healthcare Finance Fund, L.P., as the lender (the “Lender”), and Wilmington Trust, National Association, not individually, but as the Agent (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 23rd, 2016 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Amended and Restated Employment Agreement (this "Agreement"), dated January 28, 2016 by and between ADMA Biologics, Inc., a Delaware corporation with its principal place of business at 465 State Route 17, Ramsey, NJ 07446 (the "Company"), and Brian Lenz (the "Executive").
SECURITY AGREEMENTSecurity Agreement • February 12th, 2019 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 11, 2019, is made by and among ADMA BIOLOGICS, INC., a Delaware corporation (the “Borrower”), certain of the Borrower’s Subsidiaries named in the signature pages hereto or having acceded hereto pursuant to Section 24 (each a “Subsidiary Guarantor” and, together with the Borrower, each a “Grantor” and, collectively, the “Grantors”), and PERCEPTIVE CREDIT HOLDINGS II, LP, as administrative agent for the Lenders referred to below (in such capacity, together with its successors and assigns, the “Administrative Agent”).
February 13, 2012 Rodman & Renshaw, LLCPlacement Agency Agreement • March 29th, 2012 • Adma Biologics, Inc. • Blank checks
ContractWarrant Agreement • March 23rd, 2016 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
AGREEMENT AND PLAN OF MERGER BY AND AMONG R&R ACQUISITION VI, INC., ADMA BIOLOGICS, INC. AND ADMA ACQUISITION SUB, INC.Merger Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 13, 2012, among R&R Acquisition VI, Inc., a Delaware corporation (“Parent”), ADMA Biologics, Inc., a Delaware corporation (the “Company”), and ADMA Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
LICENSE AGREEMENTLicense Agreement • February 11th, 2013 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (this "Agreement"), effective as of December 31, 2012 (the "Effective Date"), is entered into by and between ADMA Biologics, Inc. a Delaware corporation ("ADMA"), and BiotestAktiengesellschaft, a corporation organized under the laws of Germany ("Biotest "). ADMA and Biotest are also referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • May 3rd, 2019 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND GUARANTY, dated as of May 3, 2019 (this “Amendment”), is among ADMA Biologics, Inc., a Delaware corporation (the “Borrower”), the Lenders party hereto (the “Lenders”), Perceptive Credit Holdings II, LP, a Delaware limited partnership, as administrative agent (in such capacity, together with its successors and assigns, “Administrative Agent”). Reference is made to the Credit Agreement and Guaranty, dated as of February 11, 2019 (as amended or otherwise modified, the “Credit Agreement”), among the Borrower, the Guarantors party thereto, the Lenders party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended by this Amendment.
STOCKHOLDERS AGREEMENT by and among ADMA Biologics, Inc., Biotest Pharmaceuticals Corporation and Such other Persons who become party hereto pursuant to Section 4.1(c) Dated: June 6, 2017Stockholders Agreement • June 12th, 2017 • Adma Biologics, Inc. • Biological products, (no disgnostic substances) • Delaware
STOCKHOLDERS AGREEMENT, dated as of June 6, 2017, by and among ADMA Biologics, Inc., a Delaware corporation (the “Company”), Biotest Pharmaceuticals Corporation, a Delaware corporation (the “Biotest Stockholder”), and any other Stockholder (as hereinafter defined) or other Person (as hereinafter defined) who becomes a party hereto pursuant to Section 4.1(c) or otherwise.
FIRST AMENDMENT TO PLASMA PURCHASE AGREEMENTPlasma Purchase Agreement • June 22nd, 2012 • Adma Biologics, Inc. • Blank checks • Delaware
This First Amendment to the Plasma Purchase Agreement (this “Amendment #1”) by and between Biotest Pharmaceuticals Corporation, a Delaware corporation, having a place of business at 5800 Park of Commerce Boulevard, N.W., Boca Raton, Florida 33487 (“BPC”) and ADMA Biologics, Inc., a Delaware corporation, having a place of business at 65 Commerce Way, Hackensack, New Jersey 07601 (“ADMA”) is effective as of December 1, 2011 (“Effective Date”),
NOTECredit Agreement • May 3rd, 2019 • Adma Biologics, Inc. • Biological products, (no disgnostic substances)
This Note is a Note issued pursuant to the terms of Section 2.03 of the Credit Agreement, and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2012 • Adma Biologics, Inc. • Blank checks
Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.
AGREEMENT FOR SERVICES BETWEEN ADMA BIOLOGICS LLC AND ARETH Inc.Professional Services • March 29th, 2012 • Adma Biologics, Inc. • Blank checks • New Jersey
AMENDED AND RESTATED PLACEMENT AGENCY AGREEMENT February 12, 2012Placement Agency Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New York
ADMA Biologics, Inc., a Delaware corporation (together with its predecessors and successors after giving effect to the Offering and the Merger (as such terms are defined herein), the “Company”) hereby confirms its agreement with Rodman & Renshaw, LLC, a Delaware limited liability company (the “Placement Agent”), as set forth herein (this “Agreement”).
