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Exhibit 3
VOTING AGREEMENT
This Voting
Agreement (this "AGREEMENT") is made and entered into as of
April 16, 2004, by and between the
stockholders set forth on the signature pages
hereto (each a "STOCKHOLDER" and
collectively, the "STOCKHOLDERS") 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 Stockholders have entered
into this Agreement with Buyer. Each
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. Each 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
such Stockholder's obligations
hereunder or the transactions contemplated
hereby or by the Purchase Agreement,
at any time prior to the Expiration Date.
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.
(b)
NEW SHARES. Each Stockholder agrees that any shares of capital
stock of Parent that such Stockholder
purchases or with respect to which such
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.
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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, each 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 such 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, each 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 such
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 such 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.
Subject to the provisions of Section 8
below, this proxy and power of attorney is
irrevocable (at all times prior to
the Expiration Date) and coupled with an
interest. Each 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 such Stockholder with
respect thereto. Concurrently with
the execution of this Agreement, each
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 such
Stockholder.
4. NO SOLICITATION.
(a)
NO SOLICITATION OR NEGOTIATION. Except as set forth in this
Section 4, prior to the Expiration Date,
none of the Stockholders shall,
directly or indirectly:
(i)
solicit, initiate, encourage or induce the making,
submission or announcement of any
Acquisition Proposal;
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(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 a 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.
(b)
NOTICES; ADDITIONAL NEGOTIATIONS. In addition to the
obligations of the Stockholders set forth
in paragraph (a) of this Section 4,
prior to the Expiration Date, each
Stockholder shall advise Buyer orally and in
writing within 24 hours of the receipt
thereof, of any request received by such
Stockholder for nonpublic information which
such Stockholder reasonably believes
would lead to an Acquisition Proposal or of
any Acquisition Proposal, or any
inquiry received by such Stockholder with
respect to, or which such Stockholder
reasonably believes would lead to any
Acquisition Proposal, the material terms
and conditions of such request, Acquisition
Proposal or inquiry, and the
identity of the person or group making any
such request, Acquisition Proposal or
inquiry. Each Stockholder will keep Buyer
informed (orally and in writing) on a
current basis and in all material respects
of the status and details (including
material amendments or proposed amendments)
of any such request, Acquisition
Proposal or inquiry.
(c)
CESSATION OF ONGOING DISCUSSIONS. Each Stockholder shall cease
immediately any and all existing
activities, discussions or negotiations with
any parties conducted heretofore with
respect to any Acquisition Proposal.
(d)
Notwithstanding anything to the contrary stated herein, this
Section 4 shall not apply to any of the
Stockholders in their respective
capacity as either an officer or director
of Parent and any actions undertaken
or omissions by a Stockholder in any such
capacity shall be governed exclusively
by the Purchase Agreement.
5. REPRESENTATIONS, WARRANTIES
AND COVENANTS OF THE STOCKHOLDER. Each
Stockholder hereby represents, warrants and
covenants to Buyer that (i) such
Stockholder is the beneficial owner of the
Shares, which at the date of this
Agreement and at all times up until the
Expiration Date will be free and clear
of any liens, claims, options, charges or
other encumbrances (except pursuant to
marital property laws) that would interfere
with the voting of the Shares in
accordance with this Agreement or the
granting of any proxy with respect
thereto; (ii) such Stockholder does not
beneficially own any shares of capital
stock of Parent other than
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the Shares; (iii) such Stockholder has full
power and authority to make, enter
into and carry out the terms of this
Agreement and the Proxy; and (iv) the
execution and delivery of this Agreement by
such Stockholder and the
consummation by such Stockholder of the
transactions contemplated hereby have
been duly authorized by all necessary
action, if any, on the part of such
Stockholder.
6. ADDITIONAL DOCUMENTS. Each
Stockholder hereby covenants and agrees to
execute and deliver any additional
documents necessary or desirable to carry out
the purpose and intent of this
Agreement.
7. CONSENT AND WAIVER. Each
Stockholder hereby gives any consents or
waivers that are reasonably required for
the consummation of the Purchase
Agreement under the terms of any agreement
to which such Stockholder is a party
or pursuant to any rights such Stockholder
may have.
8. TERMINATION. This Agreement
and each of the Proxies delivered in
connection herewith shall terminate and
shall have no further force or effect as
of the Expiration Date; provided, however,
that no such termination of this
Agreement or the Proxies shall relieve the
Stockholders from any liability for
any breach of this Agreement or the Proxies
prior to their respective
termination. Notwithstanding any other
provision of this Agreement, the
Stockholders, acting unanimously, may
terminate this Agreement and any Proxy and
be released from all obligations to vote
their respective Shares, in accordance
with the provisions of this Agreement or to
have their respective Shares voted
in accordance with any Proxy in the event
the Purchase Agreement is materially
amended or modified. For purposes of this
Section 8, an extension of the
terminate date set forth in Section 11.1(b)
of the Purchase Agreement shall not
be deemed to be a material amendment or
modification of the Purchase Agreement.
9. MISCELLANEOUS.
(a)
AMENDMENTS AND WAIVERS. Any term of this Agreement may be
amended or waived with the written consent
of the parties or their respective
successors and assigns. Any amendment or
waiver effected in accordance with this
Section 9(a) shall be binding upon the
parties and their respective successors
and assigns.
(b)
GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and
obligations of the parties hereto shall be
governed, construed and interpreted in
accordance with the laws of the
Commonwealth of Massachusetts, without
giving effect to principles of conflicts
of law. Each of the parties to this
Agreement consents to the exclusive
jurisdiction and venue of the state and
federal courts located in or for the
State of Delaware in connection with any
matter based upon or arising out of
this Agreement or the matters contemplated
herein, agrees that process may be
served upon it in any manner authorized by
the laws of the State of Delaware for
such persons and waives and covenants not
to assert or plead any objection which
it might otherwise have to such
jurisdiction and such process.
(c)
COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed
an original and all of which
together shall constitute one
instrument.
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(d)
TITLES AND SUBTITLES. 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.
(e)
NOTICES. All notices, requests, demands and other
communications which are required or may be
given under this Agreement shall be
in writing and shall be deemed to have been
duly given when received if
personally delivered; when transmitted if
transmitted by telecopy, electronic or
digital transmission method; the day after
it is sent, if sent for next day
delivery to a domestic address by
recognized overnight delivery service (E.G.,
Federa
