EXHIBIT 99.2
PRIMARY VOTING AGREEMENT
THIS PRIMARY VOTING AGREEMENT, dated as of June 10, 2001 (this
"Agreement"), is by and among Instituto Grifols, S.A., a corporation
incorporated under the laws of Spain ("Grifols"), and certain stockholders of
SeraCare, Inc., a Delaware corporation (the "Company"), whose names appear on
Schedule 1 hereto (individually, a "Stockholder", and collectively, the
"Stockholders"). Terms which are capitalized but not defined in this Agreement
shall have the meanings ascribed to such terms in the Agreement and Plan of
Merger (the "Merger Agreement"), dated as of the date hereof, by and among
Grifols, SI Merger Corp. ("Sub") and the Company.
RECITALS
WHEREAS, immediately prior to the execution and delivery of this
Agreement, Grifols, Sub and the Company are entering into the Merger Agreement,
which provides for, upon the terms and subject to the conditions set forth
therein, the merger of Sub with and into the Company (the "Merger");
WHEREAS, as of the date hereof, each Stockholder is the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of the number of Shares set
forth opposite such Stockholder's name on Schedule 1 hereto (such Stockholder's
"Owned Shares") which Shares constitute in the aggregate approximately twenty
percent (20%) of the issued and outstanding Shares as of the date hereof;
WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Grifols and the Stockholders are also entering into that certain
Secondary Voting Agreement, dated as of the date hereof, setting forth certain
covenants of the Stockholders with respect to certain additional Shares
beneficially owned by the Stockholders (the "Secondary Voting Agreement");
WHEREAS, as a condition to Grifols's willingness to enter into the Merger
Agreement, Grifols has required that the Stockholders enter into this Agreement
and the Secondary Voting Agreement; and
WHEREAS, in order to induce Grifols to enter into the Merger Agreement,
the Stockholders are willing to enter into this Agreement and the Secondary
Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Grifols and each of the Stockholders, severally and not jointly, hereby agree as
follows:
ARTICLE I
TRANSFER AND VOTING OF SHARES;
OTHER COVENANTS OF THE STOCKHOLDERS
SECTION 1.1 VOTING OF SHARES. Each Stockholder agrees, at any meeting of
the stockholders of the Company and at every adjournment or postponement
thereof, however called, and in any action by consent of the stockholders of the
Company (any such meeting or action by consent, a "Stockholders' Meeting"), that
such Stockholder shall vote its Owned Shares (i) in favor of the approval and
adoption of the Merger Agreement (as amended from time to time); (ii) in favor
of any other matter reasonably determined to be necessary for consummation of
the transactions contemplated by the Merger Agreement; (iii) against any action
or agreement that would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the Company
under the Merger Agreement; and (iv) against any action or agreement that would
reasonably be expected to impede, interfere with, delay or attempt to discourage
the Merger; and in connection with the foregoing to execute any documents which
are necessary or appropriate in order to effectuate the foregoing, including
without limitation a Proxy or Proxies in favor of Grifols or its nominees to
vote such Owned Shares directly solely with respect to the matters referred to
in this Section 1.1. Except as set forth in this Agreement, each Stockholder may
vote its Owned Shares on all other matters submitted for the vote or consent of
such Stockholder.
SECTION 1.2 NO INCONSISTENT ARRANGEMENTS. Except as contemplated by this
Agreement, each Stockholder shall not during the term of this Agreement (i)
transfer (which term shall include, without limitation, any sale, assignment,
gift, pledge, hypothecation or other disposition), or consent to any transfer
of, any or all of such Stockholder's Owned Shares or any interest therein, or
create or permit to exist any Lien on such Owned Shares; (ii) enter into any
contract, option or other agreement or understanding with respect to any
transfer of any or all of such Owned Shares or any interest therein; (iii) grant
any proxy, power-of-attorney or other authorization in or with respect to such
Owned Shares; (iv) deposit such Owned Shares into a voting trust or enter into a
voting agreement or arrangement with respect to such Owned Shares; or (v) take
any other action that would in any way restrict, limit or interfere with the
performance of such Stockholder's obligations hereunder or the transactions
contemplated hereby or by the Merger Agreement. Notwithstanding anything in this
Agreement to the contrary, each Stockholder may transfer all or any of such
Stockholder's Owned Shares to any trust, partnership or similar vehicle formed
for estate, tax or family planning purposes of which such Stockholder controls
and directs the vote, provided that as a condition of such transfer, such
Stockholder notifies Grifols and provides Grifols with documentation reasonably
satisfactory to Grifols indicating that the transferee agrees to be bound by all
of the provisions of this Agreement. Each Stockholder agrees that this Agreement
and each Stockholder's obligations hereunder shall attach to Stockholder's Owned
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Owned Shares shall pass, whether by operation of
law or otherwise, including, without limitation, such Stockholder's heirs,
guardians, administrators or successors.
SECTION 1.3 IRREVOCABLE PROXY; POWER OF ATTORNEY. Without limiting the
generality of the foregoing, each of the Stockholders hereby irrevocably
constitutes and appoints Grifols or its designees as its attorney and proxy in
accordance with the DGCL, with full power of substitution
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and re-substitution, to vote such Stockholder's Owned Shares at any
Stockholders' Meeting solely with respect to the matters referred to in Section
1.1 hereof. This proxy and power of attorney is irrevocable and coupled with an
interest. Each Stockholder hereby revokes all other proxies and power of
attorney with respect to its Owned Shares that it may have heretofore appointed
or granted, and no subsequent proxy or power of attorney shall be granted (and
if granted, shall not be effective) by any Stockholder with respect thereto,
other than for the sole purpose of voting Owned Shares as contemplated hereby.
Each Stockholder hereby further agrees to execute the proxy in the form attached
hereto as Exhibit A (the "Proxy").
SECTION 1.4 STOP TRANSFER. Each Stockholder shall not request the Company
to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of such Stockholder's Owned Shares,
unless such transfer is made in compliance with this Agreement and acknowledges
that Grifols and the Company may notify the Company's transfer agent of the
terms hereof.
SECTION 1.5 ADDITIONAL COVENANTS. From and after the date hereof and
continuing until the termination of this Agreement, each Stockholder shall not,
nor shall it permit or authorize any of its officers, directors, employees,
agents or representatives (collectively, the "Representatives") to, (i) solicit
or initiate, or encourage, directly or indirectly, any inquiries regarding or
the submission of, any Alternative Proposal; (ii) participate in any discussions
or negotiations regarding, or furnish to any Person any information or data with
respect to, or take any other action to knowingly facilitate the making of any
proposal that constitutes, or may reasonably, be expected to lead to, any
Alternative Proposal; (iii) enter into any agreement with respect to any
Alternative Proposal or approve or resolve to approve any Alternative Proposal;
or (iv) take any action which would make any representation or warranty of the
Stockholder in this Agreement untrue or incorrect or prevent, burden or
materially delay the consummation of the transactions contemplated by this
Agreement. Upon execution of this Agreement, each Stockholder shall, and shall
cause its Representatives to, immediately cease any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing. Each Stockholder will promptly notify Grifols of the
existence of any proposal, discussion, negotiation or inquiry received by such
Stockholder with respect to an Alternative Proposal, and each Stockholder will
promptly communicate to Grifols the terms of any such proposal, discussion,
negotiation or inquiry which it may receive (and will promptly provide to
Grifols copies of any written materials received by it in connection with such
proposal, discussion, negotiation or inquiry) and the identity of the Person
making such proposal or inquiry or engaging in such discussion or negotiation.
Nothing in this Section 1.5 shall be a limitation on any Stockholder or
Representative thereof serving as a director of the Company or as an officer of
the Company acting at the direction of the Board of Directors of the Company and
in such capacity taking any action on behalf of the Company that the Company is
permitted to take under the Merger Agreement.
ARTICLE II
DISCLOSURE
SECTION 2.1 DISCLOSURE. Each Stockholder hereby authorizes Grifols and the
Company to publish and disclose in the Proxy Statement (including all documents
and schedules filed with
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the SEC in connection therewith) its identity and ownership of the Owned Shares
and the nature of its commitments, arrangements and understandings under this
Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder hereby represents and warrants to Grifols as follow:
SECTION 3.1 DUE AUTHORIZATION, ETC. Each Stockholder has all requisite
personal or corporate power and authority to execute, deliver and perform this
Agreement, to appoint Grifols as its Proxy and to consummate the transactions
contemplated hereby. The execution, delivery and performance of this Agreement,
the appointment of Grifols as Proxy and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of Stockholder. This Agreement has been duly executed and delivered by or
on behalf of Stockholder and, assuming due authorization, execution and delivery
of this Agreement by Grifols, constitutes a legal, valid and binding obligation
of Stockholder, enforceable against Stockholder in accordance with its terms,
except (i) as may be limited by bankruptcy, reorganization, insolvency, and
similar laws of general application relating to or affecting creditors' rights
or the relief of debtors and (ii) that the remedy of specific performance and
injunctive and other relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefore may be brought.
There is no trustee, beneficiary or holder of a voting trust or other interest
or other Person whose consent is required for the execution and delivery of this
Agreement, the appointment of Grifols as its Proxy or the consummation by
Stockholder of the transactions contemplated hereby.
SECTION 3.2 NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by Stockholder does not,
and the performance of this Agreement by Stockholder will not, (i) conflict with
or violate any trust agreement or other similar documents relating to any trust
to which Stockholder or the Owned Shares are subject; (ii) conflict with or
violate the articles of incorporation, by-laws or similar organizational
documents to which Stockholder or the Owned Shares are subject; (iii) conflict
with or violate any law applicable to Stockholder or by which Stockholder or any
of Stockholder's properties are bound or affected; or (iv) result in any breach
of or constitute a default (or an event that with notice or lapse of time or
both would become a default) under, or give to others any rights of termination,
acceleration or cancellation of, or result in the creation of a Lien on any
assets of such Stockholder, including, without limitation, Stockholder's Owned
Shares, pursuant to any material note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which Stockholder is a party or by which such Stockholder or any of
Stockholder's assets are bound or affected, except in the cases of clauses (iii)
or (iv) of this Section 3.2, for such conflicts, violations, breaches, defaults
or creation of such other rights, that would not materially impair the ability
of Stockholder to perform its obligations hereunder or prevent the consummation
of any of the transactions contemplated hereby.
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(b) The execution and delivery of this Agreement and the Proxy by
Stockholder does not, and the performance of this Agreement by Stockholder will
not, require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority (other than any
necessary filing under the Exchange Act), domestic or foreign.
SECTION 3.3 TITLE TO SHARES. Stockholder is the sole record and beneficial
owner of its Owned Shares and has the exclusive power to vote or direct the
voting of its Owned Shares, free and clear of any Liens, proxy, voting
restriction, voting trust or agreement, understanding, arrangement, right of
first refusal, limitation on disposition or adverse claim of ownership of any
kind, other than restrictions imposed by securities laws or pursuant to this
Agreement or the Merger Agreement. The Stockholder is not party to any agreement
or understanding in respect of any transfer (as contemplated by clause (i) of
Section 1.2 hereof) of its Owned Shares.
SECTION 3.4 NO FINDER'S FEES. Except as disclosed in the Merger Agreement,
no broker, investment banker, financial advisor or other person is entitled to
any broker's, finder's, financial advisor's or other similar fee or commission
in connection with the transactions contemplated hereby or thereby based upon
arrangements made by or on behalf of Stockholder. Stockholder, on behalf of
itself and its affiliates, hereby acknowledges that it is not entitled to
receive any broker's, finder's, financial advisor's or other similar fee or
commission in connection with the transactions contemplated hereby or by the
Merger Agreement.
SECTION 3.5 ACKNOWLEDGEMENT OF RELIANCE. Each Stockholder understands and
acknowledges that Grifols is entering into, and causing Sub to enter into, the
Merger Agreement in reliance upon the Stockholder's execution and delivery of
this Agreement.
ARTICLE IV
MISCELLANEOUS
SECTION 4.1 TERMINATION. This Agreement shall terminate and be of no
further force and effect (i) by the unanimous written consent of the parties
hereto; (ii) automatically and without any required action by the parties hereto
at the Effective Time; (iii) except for the transactions expressly contemplated
by the Merger Agreement and the Voting Agreements, in the event that Grifols or
any of its affiliates (as such term is defined in the Exchange Act) shall in any
manner, directly or indirectly (A) effect or seek, offer or propose (whether
publicly or otherwise) to effect, or cause or participate in or in any way
assist any other Person to effect or seek, offer or propose (whether publicly or
otherwise) to effect, or cause or participate in, (1) any acquisition of Common
Stock or other voting securities of the Company; (2) any tender or exchange
offer, merger or other business combination involving the Company; (3) any
recapitalization, restructuring, liquidation, dissolution or other extraordinary
transaction with respect to the Company; or (4) any "solicitation" of "proxies"
(as such terms are used in the proxy rules of the SEC) or other agreements to
vote any shares of Common Stock or other voting securities of the Company; (B)
form, join or in any way participate in a "group" (as defined in the Exchange
Act) or otherwise act, alone or in concert with others, to seek to control or
influence the management, Board of Directors or policies of the Company; (C)
take any action which might force the Company to make a public announcement
regarding any of the types of
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matters set forth in subsection (A) above; or (D) enter into any discussions or
arrangements with any Third Party with respect to any of the foregoing; (iv)
immediately following the consummation of a transaction in respect of an
Alternative Proposal; (v) in the event that the Merger Agreement is terminated
by (A) the Company and/or Grifols, as the case may be, pursuant to Section 10.1
or 10.2(c) of the Merger Agreement, (B) Grifols pursuant to Section 10.3(b) of
the Merger Agreement, or (C) the Company pursuant to Section 10.4(a) of the
Merger Agreement; or (vi) in the event clauses (i) through (v) of this Section
4.1 shall not apply, on the date nine (9) months following the date hereof. No
such termination of this Agreement shall relieve any party hereto from any
liability for any breach of this Agreement prior to its termination.
SECTION 4.2 FURTHER ASSURANCE. From time to time, at another party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
reasonably necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this Agreement.
SECTION 4.3 NO WAIVER. The failure of any party hereto to exercise any
right, power, or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, any custom or practice of the
parties at variance with the terms hereof shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance. Any party hereto may (i) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
(ii) waive any inaccuracies in the representations and warranties of the other
parties hereto contained herein or in any document delivered pursuant hereto and
(iii) waive compliance by the other parties hereto with any of their agreements
or conditions contained herein. Any agreement on the part of a party hereto to
any such extension or waiver shall be valid only as against such party and only
if set forth in an instrument in writing signed by such party. The failure of
any party hereto to assert any of its rights under this Agreement or otherwise
shall not constitute a waiver of those rights.
SECTION 4.4 SPECIFIC PERFORMANCE. Each Stockholder acknowledges that if
such Stockholder fails to perform any of its obligations under this Agreement
immediate and irreparable harm or injury would be caused to Grifols for which
money damages would not be an adequate remedy. In such event, each Stockholder
agrees that Grifols shall have the right, in addition to any other rights it may
have, to specific performance of this Agreement. Accordingly, if Grifols should
institute an action or proceeding seeking specific enforcement of the provisions
hereof, each Stockholder hereby waives the claim or defense that Grifols has an
adequate remedy at law and hereby agrees not to assert in any such action or
proceeding the claim or defense that such a remedy at law exists. Each
Stockholder further agrees to waive any requirements for the securing or posting
of any bond in connection with obtaining any such equitable relief.
SECTION 4.5 NOTICE. All notices and other communications hereunder shall
be in writing (including facsimile or similar writing) and shall be effective
(i) if given by facsimile, when such facsimile is transmitted to the facsimile
number specified in this Section 4.5 and the appropriate facsimile confirmation
is received or (ii) if given by any other means, when
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delivered to the following addresses (or at such other address for a party as
shall be specified by like notice):
(a) If to Grifols: Instituto Grifols, S.A.
c/o Grupo Grifols, S.A.
X/ xx xx Xxxxxx, 00-00
Xxxxx Xxxxxx, Xx. 00
00000 Xxxxxxxxx
Xxxxx
Attention: Xxxxxx Grifols
Telecopy No.: 34 93 571 0267
with a copy to: Xxxxxxx Xxxxxx Europe
Xxxx. Xxxxxxxx, 000, Xx. 00
00000 Xxxxxxxxx
Xxxxx
Attention: Xx. Xxxxx Xxxx/Xx. Xxxxxx Grifols
Telecopy No.: 34 93 410 2513
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopy No.: (000) 000-0000
(b) If to a Stockholder: c/o Pecks Management Partners Ltd.
0 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy No.: (000) 000-0000
with a copy to: Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx, Esq.
Telecopy No.: (000) 000-0000
O'Melveny & Xxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Telecopy No.: (000) 000-0000
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SECTION 4.6 STOCKHOLDER CAPACITY. No person executing this Agreement makes
any agreement or understanding herein in such Stockholder's capacity as a
director or officer of the Company or any subsidiary of the Company. Each
Stockholder signs solely in such Stockholder's capacity as the beneficial owner
of such Stockholder's Owned Shares.
SECTION 4.7 EXPENSES. Except as otherwise expressly set forth herein, all
fees, costs and expenses incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such fees,
costs and expenses.
SECTION 4.8 HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
SECTION 4.9 SEVERABILITY. If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner adverse to
any party. Upon such determination that any term or other provision is invalid,
illegal, or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the maximum extent possible.
SECTION 4.10 ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This
Agreement constitutes the entire agreement and supersedes any and all other
prior agreements and undertakings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof, and this Agreement is
not intended to confer upon any other person any rights or remedies hereunder.
SECTION 4.11 ASSIGNMENT. Except as set forth in Section 1.2 hereof, this
Agreement shall not be assigned by operation of law or otherwise.
SECTION 4.12 GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed in and to be performed entirely within that State.
SECTION 4.13 CONSENT TO JURISDICTION. The parties hereto irrevocably
submit to the exclusive jurisdiction of the United States District Court for the
District of Delaware and the state courts of the State of Delaware, for the
purposes of any suit, action or other proceeding arising out of this Agreement
or any transaction contemplated hereby. To the fullest extent permitted by law,
the parties hereto further agree that service of any process, summons, notice or
document by U.S. certified or registered mail to such party's address for
notices as set forth in Section 4.5 shall be effective service of process in any
action, suit or proceeding in Delaware with respect to any matters to which it
has submitted to jurisdiction as set forth in the immediately preceding
sentence. The parties hereto irrevocably and unconditionally waive any objection
to the laying of venue of any action, suit or proceeding arising out of this
Agreement or the transactions contemplated hereby in the United States District
Court for the District of Delaware or the state courts of Delaware, and hereby
irrevocably and unconditionally waive and
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agree not to plead or claim in any such court that any such action, suit or
proceeding brought in such court has been brought in an inconvenient forum. The
parties hereby irrevocably waive, to the fullest extent permitted by law, all
rights to trial by jury in any action, proceeding or counterclaim (whether based
upon contract, tort or otherwise) arising out of or relating to this Agreement
or any of the transactions contemplated hereby.
SECTION 4.14 AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
SECTION 4.15 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which shall
constitute one and the same agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF, Grifols and the Stockholders have caused this
Agreement to be executed as of the date first written above.
INSTITUTO GRIFOLS, S.A.
By: /s/ Xxxxxx Grifols
----------------------------------
Print name: Xxxxxx Grifols
Title: Chief Executive Officer
NAP & CO.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Print name: Xxxxxx X. Xxxxxx
Title: Managing Director of Pecks
Management Partners Ltd., investment
advisor to the Stockholder
FUELSHIP & CO.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Print name: Xxxxxx X. Xxxxxx
Title: Managing Director of Pecks
Management Partners Ltd., investment
advisor to the Stockholder
NORTHMAN & CO.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Print name: Xxxxxx X. Xxxxxx
Title: Management Director of Pecks
Management Partners Ltd., investment
advisor to the Stockholder
HARE & CO.
By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Print name: Xxxxxx X. Xxxxxx
Title: Management Director of Pecks
Management Partners Ltd., investment
advisor to the Stockholder
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SCHEDULE 1
Number of Shares
Stockholder Beneficially Owned
----------- ------------------
Nap & Co. 1,687,091
Fuelship & Co. 313,317
Northman & Co. 463,281
Hare & Co. 214,234
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EXHIBIT A
IRREVOCABLE PROXY
By its execution hereof, and in order to secure its obligations under the
Primary Voting Agreement (the "Primary Agreement") of even date herewith among
Instituto Grifols, S.A., a corporation incorporated under the laws of Spain
("Grifols"), and certain stockholders of SeraCare, Inc., a Delaware corporation
(the "Company"), the undersigned (the "Stockholder") hereby irrevocably
constitutes and appoints Grifols and its successors and assigns, with full power
of substitution and resubstitution, from the date hereof until the termination
of the Primary Agreement, as such Stockholder's true and lawful attorney and
proxy (its "Proxy"), for and in such Stockholder's name, place and stead, to
vote each of the Owned Shares of the Stockholder as such Stockholder's Proxy at
every annual, special or adjourned meeting of Stockholders of the Company solely
with respect to the matters referred to in Section 1.1 of the Primary Agreement,
and to sign on behalf of such Stockholder (as a Stockholder of the Company) any
ballot, proxy, consent, certificate or other document relating to the Company
that law permits or requires solely with respect to the matters referred to in
Section 1.1 of the Primary Agreement. It is understood and agreed that the Proxy
named above may not exercise these voting rights on any other matter except as
provided in Section 1.1 of the Primary Agreement. This Proxy is coupled with an
interest and the Stockholder intends this Proxy to be irrevocable to the fullest
extent permitted by law. Each Stockholder hereby revokes any proxy previously
granted by such Stockholder with respect to such Stockholder's Owned Shares.
Each Stockholder shall perform such further acts and execute such further
documents and instruments as may reasonably be required to vest in Grifols, or
its nominees, the power to carry out and give effect to the provisions of this
Proxy. Capitalized terms used but not defined herein shall have the meanings set
forth in the Primary Agreement. Notwithstanding anything herein to the contrary,
this Proxy shall expire upon the termination of the Primary Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Irrevocable Proxy as
of the 10th day of June, 2001.
Entity (print name on line below):
_________________________________
By: _____________________________
Print name:
Title:
Number of Owned Shares:
12
