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Exhibit 2
VOTING AGREEMENT
This Voting
Agreement (this "AGREEMENT") is made and entered into as of
April 16, 2004, by and between the
stockholder identified on the signature page
hereto (the "STOCKHOLDER") and SeraCare
Life Sciences, Inc., a California
corporation ("BUYER").
RECITALS
WHEREAS, Buyer
and Boston Biomedica Inc., a Massachusetts corporation
("PARENT") are parties to that certain
Asset Purchase Agreement dated as of
April 16, 2004 (the "PURCHASE AGREEMENT")
by and among Buyer, Parent and BBI
Biotech Research Laboratories, Inc., a
Massachusetts corporation. In order to
induce Buyer to enter into the Purchase
Agreement, the Stockholder has entered
into this Agreement with Buyer. The
Stockholder is the beneficial owner (as
defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended (the
"EXCHANGE ACT")) of such number of shares
of the outstanding Common Stock, $0.01
par value per share, of Parent as is
indicated on the final page of this
Agreement (the "SHARES").
AGREEMENT
NOW THEREFORE,
for good and valuable consideration, the receipt and
sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. AGREEMENT TO RETAIN
SHARES.
(a)
TRANSFER AND ENCUMBRANCE. The Stockholder agrees not to (i)
transfer (which term shall include, without
limitation, any sale, exchange,
assignment, gift, pledge, hypothecation or
other disposition), or consent to any
transfer of, any or all of the Shares or
any New Shares (as such term is defined
in Section 1(b)) or any interest therein,
or otherwise dispose of or create or
permit to exist any lien on such shares;
(ii) enter into any contract, option or
other agreement or understanding with
respect to any transfer of any or all of
such shares or any interest therein; (iii)
grant any proxy, power-of-attorney or
other authorization in or with respect to
such shares; (iv) deposit such shares
into a voting trust or enter into a voting
agreement or arrangement with respect
to such shares; or (v) take any other
action that would in any way restrict,
limit or interfere with the performance of
the Stockholder's obligations
hereunder or the transactions contemplated
hereby or by the Purchase Agreement,
at any time prior to the Expiration Date.
Buyer acknowledges that the Shares
have been pledged by the Stockholder to (i)
Commerce Bank & Trust Company
("COMMERCE BANK") as collateral security
for a loan from Commerce Bank to the
Stockholder (the "COMMERCE BANK PLEDGE");
and (ii) Parent as a second in
priority lien subject to the Commerce Bank
Pledge as collateral security for a
loan from Parent to the Stockholder (the
"PARENT PLEDGE"). Commerce Bank has
confirmed, by letter dated April 15, 2004
to Buyer that Commerce Bank will not
take any actions under the Commerce Bank
Pledge to limit, stop or otherwise
interfere with Buyer's right to vote the
Shares hereunder. In addition, Parent
has confirmed by letter dated April 16,
2004 to Buyer that Parent will not take
any actions under the Parent Pledge to
limit, stop or otherwise interfere with
Buyer's right to vote the Shares hereunder.
As used herein, the term "EXPIRATION
DATE" shall mean the earlier to occur of
(i) the Closing (as such term is
defined in the Purchase Agreement), or (ii)
the date of termination of the
Purchase Agreement.
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(b)
NEW
SHARES. The Stockholder agrees that any shares of capital
stock of Parent that the Stockholder
purchases or with respect to which the
Stockholder otherwise acquires beneficial
ownership after the date of this
Agreement and prior to the Expiration Date
("NEW SHARES") shall be subject to
the terms and conditions of this Agreement
to the same extent as if they
constituted Shares.
2. AGREEMENT TO VOTE SHARES.
Prior to the Expiration Date, at every
meeting of the stockholders of Parent
called with respect to any of the
following, and at every adjournment
thereof, and on every action or approval by
written consent of the stockholders of
Parent with respect to any of the
following, the Stockholder shall vote the
Shares and any New Shares (to the
extent such New Shares have voting rights)
(i) in favor of approval of the
Purchase Agreement and any matter necessary
to facilitate the consummation of
the Purchase Agreement and all transactions
contemplated thereby, and (ii)
against any Acquisition Proposal (as such
term is defined in the Purchase
Agreement), or any other action or
agreement that would result in a breach of
any covenant, representation or warranty or
any other obligation or agreement of
Parent under the Purchase Agreement or
which could reasonably be expected to
result in any of the conditions to Parent's
obligations under the Purchase
Agreement not being fulfilled; provided,
however, that the Stockholder shall not
be required to vote the Shares and any New
Shares in favor of approval of the
matters identified in clause (i) or against
the matters identified in clause
(ii) of this Section 2 if (A) a Superior
Offer (as such term is defined in the
Purchase Agreement) is made after the date
of this Agreement, and (B) in
response to such Superior Offer the Board
of Directors of Parent withholds,
withdraws, amends or modifies its
recommendation in favor of the Stockholder
Approval Matters (as such term is defined
in the Purchase Agreement) in a manner
materially adverse to Buyer because the
Board of Directors of Parent has
reasonably concluded in good faith, after
consultation with its outside counsel,
that the failure to withhold, withdraw,
amend or modify such recommendation
would violate its fiduciary obligations
under applicable law.
3. IRREVOCABLE PROXY; POWER OF
ATTORNEY. Without limiting the generality
of the foregoing, the Stockholder hereby
irrevocably constitutes and appoints
Buyer or its designee as its attorney and
proxy, with full power of substitution
and re-substitution to vote the
Stockholder's Shares and any New Shares (to the
extent such New Shares have voting rights)
for and in the name, place and stead
of the Stockholder at any meeting and at
any adjournment thereof, or pursuant to
any written consent of stockholders of
Parent, in accordance with the agreements
set forth in Section 2 hereof. This proxy
and power of attorney is irrevocable
(at all times prior to the Expiration Date)
and coupled with an interest. The
Stockholder hereby revokes all other
proxies and power of attorney with respect
to the Shares and/or any New 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 the
Stockholder with respect thereto.
Concurrently with the execution of this
Agreement, the Stockholder agrees to
deliver to Buyer a proxy (the form of which
is attached hereto as SCHEDULE 1,
the "PROXY"), covering the total number of
Shares and New Shares beneficially
owned or as to which beneficial ownership
is acquired (as such term is defined
in Rule 13d-3 under the Exchange Act) by
the Stockholder.
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4. NO SOLICITATION.
(a)
NO SOLICITATION OR NEGOTIATION. Except as set forth in this
Section 4, prior to the Expiration Date,
the Stockholder shall not, nor shall
the Stockholder authorize or permit Parent
or any of Parent's subsidiaries or
any of Parent's or Parent's subsidiaries'
respective directors, officers,
employees, affiliates, investment bankers,
attorneys, accountants or other
advisors or representatives (such
subsidiaries, directors, officers, employees,
investment bankers, attorneys, accountants,
other advisors and representatives,
collectively, "STOCKHOLDER
REPRESENTATIVES") to directly or indirectly:
(i)
solicit, initiate, encourage or induce the making,
submission or announcement of any
Acquisition Proposal;
(ii) participate
in any discussions or negotiations
regarding, or furnish to any person any
non-public information with respect to,
or take any other action to facilitate any
inquiries or the making of any
proposal that constitutes or may reasonably
be expected to lead to, any
Acquisition Proposal;
(iii)
engage in discussions
with any person with respect to
any Acquisition Proposal;
(iv) approve,
endorse or recommend any Acquisition Proposal;
or
(v) enter
into any letter of intent or similar document or
any contract, agreement or commitment
contemplating or otherwise relating to any
Acquisition Transaction (as defined in the
Purchase Agreement); provided,
however, that Stockholder may, solely in
the Stockholder's capacity as a
Representative (as such term is defined in
the Purchase Agreement) of Parent,
take such actions as may be permitted under
Section 6.2(a) of the Purchase
Agreement, but only if the conditions set
forth in Section 6.2(a) for such
actions have been satisfied.
The Stockholder agrees that any violation
of the restrictions set forth in this
Section 4 by any Stockholder Representative
or any affiliate of the Stockholder
or any Stockholder Representative, whether
or not such Person is purporting to
act on behalf of the Stockholder, shall
constitute a breach by the Stockholder
of this Section 4.
(b)
NOTICES; ADDITIONAL NEGOTIATIONS. In addition to the
obligations of the Stockholder set forth in
paragraph (a) of this Section 4,
prior to the Expiration Date, the
Stockholder shall advise Buyer orally and in
writing within 24 hours of the receipt
thereof, of any request received by the
Stockholder or any Stockholder
Representatives (if the Stockholder is aware of
such request) for nonpublic information
which the Stockholder reasonably
believes would lead to an Acquisition
Proposal or of any Acquisition Proposal,
or any inquiry received by the Stockholder
or any Stockholder Representat
