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."
