amongCredit Agreement • November 12th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
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
WITNESSETHSeverance Agreement • April 11th, 2000 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
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
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2002Credit Agreement • May 14th, 2002 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
MARCH 31, 2003Separation Agreement • May 14th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances)
EXHIBIT 4.1 FORM OFStock Option Agreement • March 6th, 1998 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
AMONGPurchase Agreement • March 21st, 1997 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
EXHIBIT 2.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2003 • Serologicals Corp • Biological products, (no disgnostic substances) • California
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 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
WITNESSETH:Stock Purchase Agreement • January 27th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances)
BY AND AMONGPlan and Agreement of Merger • December 19th, 2001 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
AMENDED AND RESTATED CREDIT AGREEMENT among SEROLOGICALS CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, LASALLE BANK NATIONAL ASSOCIATION and REGIONS BANK, as Co-Documentation Agents, BANK OF AMERICA, N.A., as...Credit Agreement • May 5th, 2006 • Serologicals Corp • Biological products, (no disgnostic substances) • New York
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 10.20 SENIOR 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...Senior Executive Severance Agreement • March 29th, 1999 • 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 CORPORATIONAgreement and Plan of Merger • April 25th, 2006 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
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...Serologicals Corp • March 26th, 2003 • 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 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...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 5,562,860 Shares of Common Stock Underwriting AgreementSerologicals Corp • December 17th, 2004 • 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
BetweenCredit Agreement • March 24th, 1998 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
PROMISSORY NOTE $4,000,000 Atlanta, GeorgiaSerologicals Corp • March 21st, 1997 • Biological products, (no disgnostic substances) • New York
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, 2004Agreement and Plan of Merger • 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."
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 ________________...21 Executive Severance Agreement • March 29th, 1999 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
September 27, 2005Mutual Limited Release 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).
1 EXHIBIT 10.17.1 MEMORANDUMSerologicals Corp • May 10th, 2000 • Biological products, (no disgnostic substances)
CHANGE IN CONTROL EXECUTIVE SEVERANCE AGREEMENTControl Executive Severance Agreement • October 20th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • Georgia
This Change in Control Executive Severance Agreement (this "Agreement") is entered into this 7th day of September, 2004, by and between Serologicals Corporation, a Georgia corporation having its principal place of business at 5655 Spalding Drive, Norcross, GA 30092 (the "Company"), and Ian W. Ratcliffe ("Executive").
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...Serologicals Corp • August 13th, 1997 • Biological products, (no disgnostic substances) • Georgia
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 20th, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • Virginia
THIS NON-COMPETITION AGREEMENT, dated as of September 7, 2004 (this "Agreement"), is made and entered into by and among Serologicals Corporation, a Delaware corporation ("Serologicals"), and Ian W. Ratcliffe, an individual resident of the Commonwealth of Virginia ("Ratcliffe" or "you").
EXCHANGE AGREEMENTExchange Agreement • December 23rd, 2004 • Serologicals Corp • Biological products, (no disgnostic substances) • Delaware
THIS EXCHANGE AGREEMENT (the "Agreement"), dated as of December 17, 2004, between Life Therapeutics Limited (f/k/a Gradipore Limited), a corporation organized under the laws of the Commonwealth of Australia (the "Company"), and Serologicals Finance Company, a Delaware corporation (the "Holder").
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 27th, 2006 • Serologicals Corp • Biological products, (no disgnostic substances) • Missouri
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of this 23rd day of March 2006, by and between UPSTATE GROUP, L.L.C., a Delaware limited liability company (“Buyer”), and PARAGON PROPERTIES, L.C., a Missouri limited liability company (“Seller”).
