EXHIBIT 6.15
SERACARE, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "AGREEMENT") is made and entered
into on September 4 , 1996, by and among SERACARE, INC., a Delaware corporation
(the "COMPANY"), and those individuals and entities (the "PURCHASERS")
purchasing units (the "UNITS"), each consisting of five-thousand shares (the
"SHARES") of the Company's Common Stock, with $0.001 par value (the "COMMON
STOCK"), and two-thousand five-hundred warrants to purchase one share of Common
Stock exercisable at $2.75 (the "A WARRANTS" or "WARRANTS").
In order to induce the Purchasers to enter into the Subscription
Agreements, the Company has agreed to provide the registration rights set forth
in this Agreement. The execution of this Agreement is a condition to the
closing under the Subscription Agreements. Capitalized terms used herein
without definition shall have the meaning set forth in the Subscription
Agreements.
The parties hereby agree as follows:
1. DEFINITIONS.
(a) "REGISTRABLE SECURITIES" means each of the following: (i) the
shares of Common Stock included in the Units to be sold to the Purchasers
pursuant to the Subscription Agreements, and (ii) the shares of Common Stock
issued or issuable upon exercise of the Warrants, provided that Registrable
Securities shall not include any shares which (x) can be publicly resold by
the holders thereof without registration under the Securities Act of 1933, as
amended (the "ACT") or the availability of an exemption thereunder, (y) which
are currently registered under an effective registration statement, or (z)
which have been sold to the public or in a private transaction in which the
transferor's rights under this agreement are not assigned.
(b) "RESTRICTED REGISTRABLE SECURITIES" means the Registrable
Securities until (i) a registration statement covering such Registrable
Securities has been declared effective and they have been disposed of
pursuant to such effective registration statement, (ii) they are eligible for
distribution to the public pursuant to Rule 144 (or any similar provision
then in force) under the Act or (iii) they have been otherwise transferred
and the Company has delivered new certificates or other evidences of
ownership for them not subject to any stop transfer order or other
restriction on transfer (including, without limitation, sale).
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(c) "HOLDER(S)" means (i) the Purchasers who are the record owners
of Registrable Securities and/or Restricted Registrable Securities, as
applicable; and/or (ii) the record owners of Registrable Securities and/or
Restricted Registrable Securities, as applicable, to whom registration rights
have been transferred in accordance with Section 10(c) below.
2. MANDATORY REGISTRATION
(a) The Company will use its best efforts to file with the
Securities and Exchange Commission (the "COMMISSION") and to cause to become
effective no later than that date which is 270 days from the Final
Closing(such day is referred to herein as the "EFFECTIVE DATE"), a
registration statement (the "INITIAL REGISTRATION STATEMENT") under the Act
for the offering and sale of the Restricted Registrable Securities, and,
further, the Company shall use its best efforts to keep such Initial
Registration Statement effective through the earliest of: (i) the expiration
date of all the Warrants issued to the Holders, and (ii) the exercise in full
of all Warrants by the Holders, and (iii) the redemption of all Warrants
issued to the Holders by the Company, but in any event, with respect to the
Shares, until such time as the Shares are no longer deemed Restricted
Registrable Securities hereunder (the period during which the Initial
Registration Statement remains effective is hereinafter referred to as the
"Initial Registration Period.")
(b) The Company further agrees, if necessary, to supplement or
make amendments to the Initial Registration Statement and any prospectus
contained therein, if required by the Initial Registration Statement form
utilized by the Company or by the instructions applicable to such registration
form or by the Act or the rules and regulations thereunder, and the Company
agrees to furnish copies of such Initial Registration Statement, prospectus,
supplement or amendment as soon as practicable after its being used and/or
filed with the Commission to the security holders whose Restricted Registrable
Securities are included in the Initial Registration Statement.
(c) The Company will pay all Registration Expenses (as hereinafter
defined) incurred in connection with the Company's registration obligations
pursuant to this Section 2.
(d) The Company agrees to take whatever actions are reasonably
deemed necessary by First Equity Capital Securities, Inc. (the "PLACEMENT
AGENT") in order to assist the Investors, First Equity, and their agents when
selling securities of the Company in complying with Rule 15c6-1 of the
Securities Exchange Act of 1934, as amended.
(e) The Company will make available to its security holders, as
soon as reasonably practicable, an earnings statement
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covering a period of twelve months, commencing on the first day of the fiscal
quarter next succeeding the effective date of each sale of any Restricted
Registrable Securities pursuant to the Initial Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Act.
(f) The Company and the Purchasers acknowledge and agree that the
rights of First Equity Capital Securities, Inc. (the "PLACEMENT AGENT") and
any other dealers or registered representatives thereof chosen by the
Placement Agent with the approval of the Company that are members of the
National Association of Securities Dealers, Inc. (each, a "SELECTED DEALER"
and collectively, the "SELECTED DEALERS"), under Section 3 of that certain
Dealer Registration Rights Agreement dated the date hereof by and between the
Company and the Placement Agent (the "DEALER REGISTRATION RIGHTS AGREEMENT"),
include the right of the Placement Agent and/or any Selected Dealer to have
added to and made a part of the Initial Registration Statement the number of
shares of Common Stock of the Company (including those shares included in the
Dealer Warrants and underlying the "Series B Warrants" as such term is defined
in the Dealer Registration Rights Agreement) requested in writing by the
Placement Agent and/or the Selected Dealers. The Placement Agent and each
Selected Dealer shall each be direct third party beneficiaries of this Section
2 and the rights arising therefrom, and may enforce the provisions of this
Agreement with respect to this Section 2 directly against the Company in any
manner permitted by applicable law, as if the Placement Agent and each
Selected Dealer were signatories hereto.
3. PIGGYBACK REGISTRATION
(a) If, prior to the effectiveness of the Initial Registration
Statement or at any time the Initial Registration Statement is not effective,
any Registrable Securities continue to be Restricted Registrable Securities,
each time that the Company shall propose the registration under the Act of any
shares of Common Stock of the Company, other than a registration relating to
employee benefit plans, or a corporate reorganization or other transactions
under Rule 145, notice of such proposed registration stating the total number
of shares proposed to be the subject of such registration shall be given to
the Holders of Restricted Registrable Securities and Warrants, if any have not
yet been exercised. The Company will use its best efforts to include in any
registration statement filed with the Commission with regard to such proposed
registration the number of Restricted Registrable Securities specified in
writing by any such Holders to it within 20 days after receipt of said notice,
provided that any Holders of any Warrant exercises such of his Warrants within
20 days after receipt of said notice as is necessary to have included in the
registration statement the shares of Common Stock so specified by him. Any
Holders who
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participates in the public offering pursuant to such registration statement
shall be entitled to all the benefits of this Agreement in connection with any
registration hereunder, except as otherwise provided in this Section 3. The
right to registration provided in this Section is in addition to and not in
lieu of the registration rights provided in Section 2 hereof.
(b) All Registration Expenses, as hereinafter defined, in
connection with the offering of securities of the Company pursuant to any
registration statement filed pursuant to this Section 3, whether or not such
registration statement becomes effective under the Act, shall be borne by the
Company and the Holders, provided that the Holders of Restricted Registrable
Securities then being registered shall pay (pro rata between or among the
Holders thereof) to the Company only that portion of such Registration
Expenses attributable to the inclusion in such registration statement of such
Restricted Registrable Securities (i.e., the marginal amount). Such Holders
shall pay all transfer taxes and out-of-pocket expenses incurred by them with
respect to the registration and sale of the shares of Restricted Registrable
Securities owned by them and included in such registration statement.
Notwithstanding the foregoing, in the event the Company fails to file and
cause to become effective, and/or thereafter maintain the effectiveness of, a
registration statement for the Initial Registration Period as provided for in
Section 2 above, all Registration Expenses shall be borne by the Company.
(c) Notwithstanding anything to the contrary in this Section 3,
the Holders of the Restricted Registrable Securities and Warrants shall not be
entitled to include in any registration statement filed pursuant to this
Section 3 Restricted Registrable Securities to the extent such inclusion would
materially and adversely affect the proposed distribution of the Common Stock
in respect of which registration was originally to be effected. The number of
Restricted Registrable Securities to be included by each Holder shall be
allocated in accordance with Section 3(e), below.
(d) The piggyback registration rights provided in this Section 3
may be exercised by the Holders of Restricted Registrable Securities from time
to time with respect to any or all registrations under the Act of Common Stock
of the Company in accordance with the provisions of this Section 3.
(e) In any circumstances in which all of the Restricted
Registrable Securities requested to be included in a registration cannot be so
included as a result of limitations on the aggregate number of shares of
Restricted Registrable Securities that may be so included, the number of
shares of Restricted Registrable Securities that may be so included shall
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be allocated among the Holders of Restricted Registrable Securities pro rata
on the basis of the number of shares of Restricted Registrable Securities that
would be held by such Holders, assuming exercise of the Warrants; provided,
however, that if any Holder does not request inclusion of the maximum number
of shares of Restricted Registrable Securities allocated to him pursuant to
the above-described procedure, then the remaining portion of his allocation
shall be reallocated among those requesting Holders whose allocations did not
satisfy their requests pro rata on the basis of the number of shares of
Restricted Registrable Securities which would be held by such Holders,
assuming exercise, and this procedure shall be repeated until all of the
shares of Restricted Registrable Securities which may be included in the
registration have been so allocated. Such allocation shall not operate to
reduce the aggregate number of Restricted Registrable Securities permitted to
be included in such registration.
4. REGISTRATION PROCEDURES
4.1 In connection with each registration provided for in Sections 2 or 3
hereof, the Company will as expeditiously as practicable:
(a) furnish to each seller of Restricted Registrable Securities,
the prospectus included in such registration statement and amendments thereto
and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Restricted Registrable Securities owned by
such seller;
(b) use its best efforts to register or qualify the Restricted
Registrable Securities included in any registration statement filed in
accordance with Sections 2 or 3 hereof under such securities or blue sky laws
of such jurisdictions as any such seller reasonably requests and do any and
all other acts and things which may be reasonably necessary or advisable to
enable such seller to consummate the disposition in such jurisdictions of the
Restricted Registrable Securities owned by such seller; provided that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (b), (ii) subject itself to taxation in any such jurisdiction by
reason of such registration or qualification of any Restricted Registrable
Securities, or (iii) consent to general service of process in any such
jurisdiction;
(c) use its best efforts to cause the Restricted Registrable
Securities covered by any such registration statement to be registered with or
approved by such other governmental agencies or authorities as may be
necessary by virtue of the business and operations of the Company to enable
the seller or
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sellers thereof to consummate the disposition of such Restricted Registrable
Securities;
(d) notify each seller of such Restricted Registrable Securities,
at any time when a prospectus relating thereto is required to be delivered
under the Act, of the happening of any event as a result of which the
prospectus included in any such registration statement contains an untrue
statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading,
and prepare a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Restricted Registrable
Securities, such prospectus will not contain an untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;
(e) use its best efforts to cause all such Restricted Registrable
Securities to be listed on each securities exchange on which similar
securities issued by the Company are then listed, provided that the applicable
listing requirements are satisfied;
(f) make available for inspection by any seller of such Restricted
Registrable Securities, any underwriter participating in any disposition
pursuant to any such registration statement, and any attorney, accountant or
other agent retained by any such seller or underwriter (collectively, the
"INSPECTORS"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "RECORDS") as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information reasonably requested by any such inspector in
connection with such registration statement. All such records shall be deemed
to be confidential and each seller shall cause the Inspectors to keep the
information therein confidential and not disclose it to third parties unless
(i) the disclosure of such Records is necessary to avoid or correct a
misstatement or omission in the registration statement, (ii) the release of
such Records is ordered pursuant to regulatory reporting requirements or a
subpoena or other order from a court of competent jurisdiction or (iii) the
filing of such Records as exhibits to such registration statement is required
by the Commission's rules and regulations. Each seller of such Restricted
Registrable Securities agrees that it will, upon learning that disclosure of
such Records is sought in a court of competent jurisdiction, give notice to
the Company and allow the Company, at the Company's expense, to undertake
appropriate action to prevent disclosure of the Records;
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(g) in the event the sale of such Restricted Registrable
Securities is pursuant to an underwritten offering, use its best efforts to
obtain a "comfort" letter from the Company's independent public accountants in
customary form and covering such matters of the type customarily covered by
"comfort" letters as the underwriters reasonably request; and
(h) otherwise use its xxxx efforts to comply with all applicable
rules and regulations of the Commission.
4.2 The Company may require, as a condition to its obligations under
this Agreement, that each seller of Restricted Registrable Securities
registered pursuant to Sections 2 or 3 hereof furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.
4.3 Each seller of Restricted Registrable Securities registered pursuant
to Sections 2 or 3 hereof agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 4.1(d)
hereof, such seller will forthwith discontinue disposition of such Restricted
Registrable Securities pursuant to the registration statement covering such
securities until such seller's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4.1(d) hereof, and, if so directed
by the Company, such seller will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies then in such seller's
possession, of the prospectus covering such Restricted Registrable Securities
that is current at the time of receipt of such notice.
5. REGISTRATION EXPENSES
Registration Expenses shall be borne as set forth in Sections 2 and
3 hereof. Registration Expenses ("Registration Expenses") shall consist of
all expenses incidental to the Company's performance of or compliance with
this Agreement, including without limitation all registration and filing fees,
fees and expenses of compliance with securities or blue sky laws (including
reasonable fees and disbursements of counsel in connection with blue sky
qualifications of the Restricted Registrable Securities), printing expenses,
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), the fees and expenses incurred in
connection with the listing of such securities on each securities exchange on
which similar securities issued by the Company are then listed, and fees and
disbursements of counsel for the Company and of its independent certified
public accountants (including the expenses of any
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special audit or "comfort" letters required by or incident to such
performance), securities acts liability insurance (if the Company elects to
obtain such insurance), the reasonable fees and expenses of any special
experts retained by the Company in connection with any registration of
Restricted Registrable Securities.
6. INDEMNIFICATION: CONTRIBUTION
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to
indemnify, to the full extent permitted by law, each seller of Restricted
Registrable Securities, its officers and directors and each person who
controls such seller (within the meaning of the Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged
untrue statement of material fact contained in any registration statement,
prospectus or preliminary prospectus or amendment or supplement thereto or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made not misleading, and the Company
will reimburse legal or other expenses reasonably incurred by such seller in
investigating or defending any claims relating to or arising from such untrue
statements or omissions, in all cases except insofar as such are caused by (i)
statements or omissions made in reliance upon or contained in any information
with respect to such seller furnished in writing to the Company by such seller
expressly for use therein or (ii) such seller's failure to deliver a copy of
the final prospectus as then amended or supplemented after the Company has
furnished such seller with a sufficient number of copies of the same, but only
if delivery of same is required by law and if same would have cured the defect
giving rise to any such loss, claim, damage, liability or expense. Such
indemnification shall be effective irrespective of any investigation by any
seller.
(b) INDEMNIFICATION BY SELLERS OF RESTRICTED REGISTRABLE
SECURITIES. In connection with any registration statement relating to a sale
of Restricted Registrable Securities, each seller thereof will furnish to the
Company in writing such information and affidavits with respect to such seller
as the Company reasonably requests for use in connection with any such
registration statement (or prospectus contained therein) and will indemnify,
to the extent permitted by law, the Company, its directors, its officers who
sign the registration statement and each person who controls the Company
(within the meaning of the Act) against any losses, claims, damages,
liabilities and expenses resulting from any untrue or alleged untrue statement
of material fact or any omission or alleged omission of a material fact
required to be stated in such registration statement or prospectus or any
amendment thereof or supplement thereto or necessary to make the statements
therein,
8
in the light of the circumstances under which they were made, not misleading,
in each case to the extent, but only to the extent, that any such loss,
liability, claim, damage or expense arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made therein in reliance upon and in conformity with such written information
or affidavits relating to such seller furnished to the Company by such seller
expressly for use therein.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled
to indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such person of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing for which such person will claim indemnification or
contribution pursuant to this Agreement and, unless in the reasonable judgment
of such indemnified party a conflict of interest may exist between such
indemnified party and the indem-nifying party, shall permit the indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory
to such indemnified party. If the indemnifying party is not entitled to, or
elects not to, assume the defense of a claim, it will not be obligated to pay
the fees and expenses of more than one counsel for the indemnified party with
respect to such claim. The indemnifying party will not be subject to any
liability for any settlement made without its consent. Failure of notice by a
seller of Restricted Registrable Securities entitled to indemnification
hereunder will not relieve the Company of its obligations under this Section 6
unless the Company is actually prejudiced thereby.
(d) CONTRIBUTION
(i) If the indemnification provided for in this Section 6
from the indemnifying party is unavailable to an indemnified party hereunder
in respect of any losses, claims, damages, liabilities or expenses referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute (on the basis of relative fault) to the
amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses. The relative fault of such
indemnifying and indemnified parties shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission
to state a material fact, has been made by, or relates to informa-tion
supplied by, such indemnifying or indemnified parties, and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such action. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall
be deemed to include, subject to the limitations set forth in
9
Section 6(c), any legal or other fees or expenses reasonably incurred by such
party in connection with any investigation or proceeding. Notwithstanding the
provisions of this Section 6(5)(i), in no case shall any seller of Restricted
Registrable Securities be liable or responsible for any amount in excess of
the net proceeds received by such seller from the sale of the Restricted
Registrable Securities of such seller which are included in any registration
statement contemplated by this Agreement.
(ii) No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
(iii) If indemnification is available under this Section 6, the
indemnifying parties shall indemnify each indemnified party to the full extent
provided in Sections 6(a) and (b) without regard to the relative fault of said
indemnifying party or indemnified party.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS
(a) No Holder of Restricted Registrable Securities may
participate, pursuant to Section 3 hereof, in any underwritten offering of
Common Stock of the Company, notice of which is given pursuant to Section 3
hereof, unless such owner (i) agrees to sell its Restricted Registrable
Securities pursuant to the underwriting arrangements approved by the Company
and its counsel and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.
(b) The Company shall have no obligation under Section 3 to the
extent that any underwriter in connection with the registered public offering
reasonably notifies the Company of its determination that the Restricted
Registrable Securities or a portion thereof should be excluded therefrom. In
the event that a portion is to be excluded, the number of Restricted
Registrable Securities to be included by each Holder shall be allocated in
accordance with Section 3(e), above.
8. RULE 144
The Company covenants that it will timely file the reports required
to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder, and it will take such
further action as any record owner of Restricted Registrable Securities may
reasonably request, all to the extent required from time to time to enable
such owner to sell Restricted Registrable Securities without
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registration under the Act within the limitation of the exemptions provided by
(a) Rule 144 under the Act, as such Rule may be amended from time to time, or
(b) any similar rule or regulation hereafter adopted by the Commission. Upon
the request of any record owner of Restricted Registrable Securities, the
Company will deliver to such owner a written statement as to whether it has
complied with such requirements.
9. TERMINATION
This Agreement shall terminate on the fifth anniversary of the final
closing (as that term is defined in the Confidential Private Placement
Memorandum dated June 1, 1996). The provisions of Section 6 hereof shall
survive such termination.
10. MISCELLANEOUS
(a) AMENDMENTS AND WAIVERS. Except as otherwise provided herein,
the provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company has obtained the written consent of Holders of at
least a majority in number of shares of Restricted Registrable Securities then
outstanding affected by such amendment, modification, supplement, waiver or
departure. Such amendment, modification or supplement, waiver or departure,
if consented to in writing by such majority of Holders, shall thereby amend,
modify or supplement, waive or act to consent to depart from, this Agreement
on behalf of all Holders of Restricted Registrable Securities.
(b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing and be by hand-delivery or
certified mail, return receipt requested:
(i) if to a holder of Restricted Registrable Securities, at
the most current address given by such holder to the Company in writing; and
(ii) if to the Company, at its address set forth in Section 11
of the Placement Agency Agreement dated the date hereof by and between the
Company and the Placement Agent. All such notices and communications shall be
deemed to have been duly given when delivered by hand, if personally
delivered; four business days after being deposited in the mail, postage
prepaid, if mailed.
(c) SUCCESSORS AND ASSIGNS. Subject to the following sentence,
this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties. The rights to cause the Company
to register securities under Section 3 may be transferred or assigned only to
a transferee or
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assignee of not less than 1,000 shares of Restricted Registerable Securities
per transfer or assignment (as presently constituted and subject to subsequent
adjustments for stock splits, stock dividends, reverse stock splits and the
like), provided that the Company is given written notice at the time of or
within a reasonable time after said transfer or assignment, stating the name
and address of the transferee or assignee and identifying the securities with
respect to which such registration rights are being transferred or assigned,
and, provided further, that the transferee or assignee of such rights assumes
in writing the obligations of such transferor under this agreement.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OP THE STATE OR CALIFORNIA APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE.
(g) SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the Company and the Purchasers shall be en-forceable to the fullest-extent
permitted by law.
(h) ENTIRE AGREEMENT. This Agreement is intended by the parties
as a final expression of their agreement and intended to be a complete and
exclusive statement of the agreement and understanding of the parties hereto
in respect of the subject matter contained herein and therein. There are no
representations, promises, warranties or undertakings, other than
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those set forth or referred to herein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
SERACARE, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxx
Executive Vice President and
Chief Financial Officer
PURCHASERS:
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------------------
Title: Attorney-In-Fact
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SCHEDULE OF SUBSCRIPTIONS
SERACARE, INC.
PRIVATE PLACEMENT DATED JUNE 1, 1996
NAME UNITS $ AMOUNT # OF SHARES # of WARRANTS
---- ----- -------- ---------- -------------
The Xxxxxx and 14 105,000.00 70,000 35,000
Xxxx Xxx Xxxxxxxx Trust Check $5,000 and Conversion of
63 Beacon Bay $100,000 Loan
Xxxxxxx Xxxxx, XX. 00000
Xxxxxxx Xxxxx 2 15,000.00 10,000 5,000
000 X. Xxxx Xxxxxx Xxxxx
Xxxxxx Xxxxx, XX. 00000
(000) 000-0000
XXX f/b/o Xxxxxxx X. Xxxxxx 6 45,000.00 30,000 15,000
DLJSC as Custodian Wire
c/o Westminster Securities
00 Xxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Att.: Xxxx X'Xxxx
XXX f/b/o Xxxxxx X. Xxxxxxxx MD 5 37,500.00 25,000 12,500
DLJSC As Custodian Rollover Account Wire
Retirement Accounts, 9th Floor
Pershing Division of
Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Securities Corp.
Xxx Xxxxxxxx Xxxxx
Xxxxxx Xxxx, XX. 00000
XXX Acc. #6E2-043895
Xxxxxx X. Xxxxxxxx 13 97,500.00 65,000 32,000
c/o Xxxxx Xxxxxx Wire
Attn.: Xxxxxx Xxxxxxx
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, X.X. 00000
Acct. # 101-363-34-15-010
Xxxxxxx Xxxxx 1 7,500.00 5,000 2,500
c/o Xxxxx Xxxxxx, Inc Wire
000 Xxxxx Xxxxxx
0xx Xxxxx
Xxx Xxxx, XX. 10153
Att. Xxxxx Xxxxxxx
1
Xxxxxxx Xxxxx 1 7,500.00 5,000 2,500
0 Xxxxxxx Xxxxx Xxxxx
Xxxxxxxxx, X.X. 00000
Xxxxxx Xxxxxxxx 1 7,500.00 5,000 2,500
00 Xxxxxxxxxxxx Xx. Xxxx
Xxxxxxxx, XX. 00000
(000) 000-0000
Xxxxx X. Xxxxxx, Xx. 0 22,500.00 15,000 7,500
c/x Xxxx Xxxxxxx & Co. Check
Attn: Xxxx Xxxxxxxxxxx
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
For Account of:
Xxxxx X. Xxxxxx, Xx.
Account # 142-28680
Xxxxxxx X. Xxxxxxxxx 7 52,500.00 35,000 17,500
XX Xxxxxxxx Wire
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX. 00000
FAO Xxxxxxx X. Xxxxxxxxx
Acct. A16-087-5702
DTC: 571
Xxxx Xxxxxxxxx 7 52,500.00 35,000 17,500
c/o Thermo-King of Southern California Check
0000 Xxxxx Xxx.
Xxx Xxxxxxx, XX. 00000
(000) 000-0000
Xxxx Xxxxxxx 3 22,500.00 15,000 7,500
c/o Xxxxx Xxxxxx
Att.: Xxxxxx Xxxxxxx
000 0xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, X.X. 00000
Account # 101-82327-18-010
Xxxxxx X. Newport and 1 7,500 5,000 2,500
Xxxxxx X. Newport Check
602 X. Xxxxxxx
Athens, TN. 37303
2
Xxxxx X. Xxxxx 14 105,000.00 70,000 35,000
00000 Xxxxxxxx Xxxx., # 0000 Xxxx Xxxxxxxxxx
Xxx Xxxxxxx, XX. 90024
(000) 000-0000
Xxxx Xxxxx 3 22,500.00 15,000 7,500
00000 Xxxxxxxx Xxxx. # 1103 Loan Conversion
Xxx Xxxxxxx, XX. 00000
(000) 000-0000
Xxxxx X. & Xxxxx X. Xxxxxxxxx 5 37,500.00 25,000 12,500
2925 Via Pepita Check
Xxxxxxxx, XX. 00000
(000) 000-0000
Stranco Investments, Ltd. 10 75,000.00 50,000 25,000
SHR Nominees, Ltd. Wire
Arawak Xxxxxxxx
P.O. Box 173
Main Street
Roadtown
Tortola, British Virgin Islands
Xxxxxx X. Xxxxxxxxx and 6 45,000.00 30,000 15,000
Xxxx X. Xxxxxxxxx Check
0000 Xxxxxxx Xx.
Xxxxxxxxxxxx, XX. 00000
(000) 000-0000
Vestcom, Ltd. 10 75,000.00 50,000 25,000
SHR Nominees, Ltd. Wire
00 Xxx Xx Xxxx
Xxxxxx, Xxxxxxxxxxx 0000
Xxxx X. Xxxxxx 1 7,500.00 5,000 2,500
00000 Xxxxxx Xxxxx Xx., # 000 Xxxxx
Xxx Xxxxx, XX. 00000
(000) 000-0000
----- ----------- ---------- -------------
113 $847,500,00 565,000 282,500
----- ----------- ---------- -------------
----- ----------- ---------- -------------
3
