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).
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”).
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New Jersey
This EMPLOYMENT AGREEMENT (this “Agreement”), dated February 13, 2012, is entered into by and between ADMA Biologics, Inc. a Delaware corporation (the “Company”), and Adam Grossman (“Executive”).
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”).
ADMA Biologics, Inc. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Confidential Portions denoted by [***] PLASMA PURCHASE AGREEMENTPlasma Purchase Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • Delaware
THIS PLASMA PURCHASE AGREEMENT (“Agreement”) between Biotest Pharmaceuticals Corporation, a Delaware corporation, having a place of business at 5800 Park of Commerce Boulevard, NW, 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”) shall be effective as of November 17, 2011 (the “Effective Date”). BPC and ADMA are each sometimes referred to herein individually as a “Party” or collectively as the “Parties”.
AGREEMENT FOR SERVICES BETWEEN ADMA BIOLOGICS LLC AND ARETH Inc.Professional Services • February 13th, 2012 • R&r Acquisition Vi, 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”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New York
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 13, 2011, between ADMA Biologics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT OF LEASELease Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • Georgia
This Agreement of Lease (“Lease”) between the parties set forth below incorporates the Basic Lease Provisions and the General Lease Provisions attached hereto. In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this Section, unless such meanings are expressly modified, limited or expanded elsewhere herein.
ADMA Biologics, Inc. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Confidential Portions denoted by [***] Amendment #2 to the Manufacturing AgreementManufacturing Agreement • February 13th, 2012 • R&r Acquisition Vi, Inc • Blank checks • Delaware
This Amendment #2 to the Manufacturing Agreement and Letter Agreement (this “Amendment #2”) by and between Biotest Pharmaceuticals Corporation, a Delaware corporation, having a place of business at 5800 Park of Commerce Boulevard NW, Boca Raton, Florida 33487 (“BPC”) and ADMA Biologics, Inc., a New Jersey corporation, having its principal place of business at 65 Commerce Way, Hackensack, New Jersey 07061 (“ADMA”) is effective as of December 2, 2011 (“Effective Date”).
