amongCredit Agreement • November 12th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
WITNESSETHSeverance Agreement • April 11th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EXHIBIT 10.4.2 STOCK OPTION AGREEMENT FOR KEY EMPLOYEES UNDER SEROLOGICALS CORPORATION SECOND AMENDED AND RESTATED 1994 OMNIBUS INCENTIVE PLAN Agreement, made as of the _____________________, between Serologicals Corporation (the "Company"), a...Stock Option Agreement • March 26th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
MARCH 31, 2003Separation Agreement • May 14th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances)
AMONGPurchase Agreement • March 21st, 1997 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 4.2 SEROLOGICALS CORPORATION 4.75% CONVERTIBLE SENIOR SUBORDINATED DEBENTURES DUE 2033 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and entered into as of August 20, 2003 by and among Serologicals...Registration Rights Agreement • August 21st, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
BY AND AMONGMerger Agreement • December 19th, 2001 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2002Credit Agreement • May 14th, 2002 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EXHIBIT 2.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • California
EXHIBIT 10.8.3 STOCK OPTION AGREEMENT FOR KEY EMPLOYEES UNDER SEROLOGICALS CORPORATION SECOND AMENDED AND RESTATED 1994 OMNIBUS INCENTIVE PLAN Agreement, made as of the _____________________, between Serologicals Corporation (the "Company"), a...Stock Option Agreement • March 29th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EXHIBIT 4.1 FORM OFStock Option Agreement • March 6th, 1998 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
AND STATE STREET BANK & TRUST COMPANY, N.A. as Rights Agent RIGHTS AGREEMENTRights Agreement • August 10th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.1.2 REVOLVING NOTE $35,000,000.00 Atlanta, Georgia October 16, 1997Revolving Note • March 24th, 1998 • Serologicals Corp • Biological products, (no disgnostic substances)
W I T N E S S E T H: - - - - - - - - - -Agreement of Purchase and Sale • March 15th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances)
1 EXHIBIT 10.29 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made and entered into between SPALDING TRIANGLE, L.L.C., a Georgia limited liability company (hereinafter referred to as "Landlord") and SEROLOGICALS CORPORATION, a Delaware...Lease Agreement • November 8th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EXHIBIT 2.1 ASSET PURCHASE AND SALE AGREEMENT This Asset Purchase and Sale Agreement ("Agreement") is dated as of May 31, 2000 by and among Seramed, Inc., a Delaware corporation ("Seramed"), Allied Plasma Products, Inc., a Delaware corporation...Asset Purchase and Sale Agreement • August 9th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.21 EXECUTIVE SEVERANCE AGREEMENT AGREEMENT made this 27th day of March, 1998 between Serologicals Corporation having its principal place of business at 780 Park North Blvd., Suite 110, Clarkston, GA 30021 ("Employer"), and ________________...Executive Severance Agreement • March 29th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
b. Incentive Compensation. You shall be eligible to participate in such bonus and incentive compensation plans of the Corporation in which other officers of the Corporation are generally eligible to participate, as the Board or a Committee thereof...Employment Agreement • November 12th, 1996 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
January 24, 1997 Acadiana Ventures, Inc. 202 General Gardner Lafayette, LA 70502 RE: Amended and Restated $3,500,000 Subordinated Promissory Note of Serologicals Corporation (the "Note") Ladies and Gentlemen: By this letter agreement, Serologicals...Subordinated Promissory Note • March 31st, 1997 • Serologicals Corp • Biological products, (no disgnostic substances)
AMENDMENT TO PLAN AND AGREEMENT OF MERGERPlan and Agreement of Merger • December 19th, 2001 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
EMPLOYMENT AGREEMENT THIS AGREEMENT, dated as of May 15, 2000, is between Serologicals Corporation, (the "Corporation") and David Dodd (the "Executive"). WHEREAS, the Corporation desires to secure Executive's employment in an executive capacity and to...Employment Agreement • August 9th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
EXHIBIT 10.2 December 11, 1996 Toby Simon, M.D. 6210 East Oak Scottsdale, AZ 85257 Dear Toby: I am pleased on behalf of Serologicals, Inc. (the "Corporation"), to offer you ("you" or the "Executive") employment with Serologicals, Inc. (the...Employment Agreement • August 13th, 1997 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
CREDIT AGREEMENT among SEROLOGICALS CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent, BANK OF AMERICA, N.A., as Syndication Agent, and JPMORGAN CHASE BANK, as...Credit Agreement • October 20th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
AGREEMENT AND PLAN OF MERGER Dated as of April 25, 2006 Among MILLIPORE CORPORATION, CHARLESTON ACQUISITION CORP., And SEROLOGICALS CORPORATIONMerger Agreement • April 25th, 2006 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
EXHIBIT 10.10.2 CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENT This Change in Control Executive Severance Agreement (this "Agreement") is entered into this 9th day of July, 2003, by and between Serologicals Corporation, a Georgia corporation having...Change in Control Executive Severance Agreement • March 12th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 28, 1999Credit Agreement • November 12th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
SEROLOGICALS CORPORATION 780 PARK NORTH BOULEVARD SUITE 110 CLARKSTON, GEORGIA 30021Options Agreement • May 10th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances)
BetweenCredit Agreement • March 24th, 1998 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
LOGO] January 2, 1998 Keith Thompson 55 Caiyside Fairmilehead Edinburgh, EH10 7HW UK Dear Keith: I am pleased to offer you ("you" or the "Executive") employment (the "Employment") with Bioscot, Ltd. on behalf of Serologicals Corporation (the...Employment Agreement • March 26th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances)
SEROLOGICALS CORPORATION 5,562,860 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • December 17th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
Serologicals Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the "Underwriters"), for whom you are acting as representative (the "Representative"), an aggregate of 4,200,000 shares of Common Stock, par value $0.01 per share, of the Company and, at the option of the Underwriters, up to an additional 630,000 shares of Common Stock, solely to cover over-allotments. In addition, the stockholders named in Schedule II hereto (the "Selling Stockholders") propose to sell to the Underwriters an aggregate of 1,362,860 shares of Common Stock. The aggregate of 5,562,860 shares to be sold by the Company and the Selling Stockholders is herein called the "Underwritten Shares" and the aggregate of 630,000 additional shares that may be sold by the Company to cover over-allotments is herein called the "Option Shares". The Underwritten Shares and the Option Shares are herein referred to as the "Shares". The shares of
WITNESSETH:Stock Purchase Agreement • January 27th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances)
ARTICLE 1 GENERAL PROVISIONSDesign/Build Agreement • March 12th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER by and among SEROLOGICALS CORPORATION, CAVALIER ACQUISITION COMPANY, LLC, UPSTATE GROUP, INC. and the STOCKHOLDER REPRESENTATIVE As of September 7, 2004Merger Agreement • September 10th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 7, 2004, is made and entered into by and among Serologicals Corporation, a Delaware corporation ("Raven"), Cavalier Acquisition Company, LLC, a single member Delaware limited liability company wholly owned by Raven ("Sub"), Upstate Group, Inc., a Delaware corporation (the "Company"), and, solely for purposes of Sections 3.1, 3.2, 6.9 and 10.15, Sheridan G. Snyder, an individual resident of the Commonwealth of Virginia (the "Stockholder Representative"). Raven, the Company, Sub and the Stockholder Representative are sometimes individually referred to herein as a "Party" and collectively as the "Parties."
September 27, 2005Retirement Agreement • November 10th, 2005 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
This letter shall constitute our agreement with respect to the retirement (the “Payoff”) of the Note, which we hereby agree shall occur prior to 5:00 p.m., Atlanta, time, on the date hereof (the “Payoff Date”). In exchange for (i) your proposed payment of the outstanding principal amount of the Note, which we hereby agree is US$6,800,000.00, prior to the stated maturity date and (ii) your covenants as set forth below, we hereby agree to accept the amount of US$6,000,000.00 in full satisfaction of the principal amount of the Note (the “Discounted Principal Amount”). Accordingly, on the Payoff Date, you shall pay the amount (the “Payoff Sum”) set forth below by wire transfer of immediately available funds:
EARNOUT AND INDEMNITY AGREEMENTEarnout and Indemnity Agreement • August 6th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • California
This Earnout and Indemnity Agreement (this "Agreement"), dated as of June 29, 2004 but effective as of and concurrent with the Effective Time (as defined in the Merger Agreement referred to below), by and among Serologicals Corporation, a Delaware corporation ("Serologicals"); AltaGen BioSciences, Inc., a California corporation (the "Company"); and Mr. William R. Srigley (the "Shareholder Representative"), an individual and resident of the State of California and the agent and attorney-in-fact of the Shareholders and Options Holders (each as defined in the Merger Agreement referred to below).
