Master Purchase and Sale Agreement

On January 21, 2017, ADMA Biologics, Inc., a Delaware corporation
(ADMA), and its wholly-owned subsidiary, ADMA BioManufacturing,
LLC, a Delaware limited liability company (Buyer), entered into a
definitive Master Purchase and Sale Agreement (the Purchase
Agreement) with Biotest Pharmaceuticals Corporation, a Delaware
corporation ( Seller), and for certain limited purposes set forth
in the Purchase Agreement, Biotest AG, a company organized under
the laws of Germany and the ultimate parent company of Seller
(Biotest), and Biotest US Corporation, a Delaware corporation and
subsidiary of Biotest (together with Biotest, the Biotest
Guarantors), to which Buyer has agreed to acquire (the
Acquisition) certain assets and assume certain liabilities
constituting the therapy business of Seller (the Business).
Seller will retain its plasma business. The Business to be
acquired by Buyer includes (a) a U.S. based Food and Drug
Administration (FDA) licensed immune globulin manufacturing and
plasma products production facility of two buildings of
approximately 126,000 square feet located on approximately 15
acres of land in Boca Raton, Florida, and the associated real
property, (b) all exclusive rights to FDA licensed biologics
products Nabi-HB, BIVIGAM and the investigational product
CIVACIR, (c) in-process inventory with an agreed-upon value of at
least $5 million, (d) certain other properties and assets used
exclusively in the Business, and (e) certain additional assets
which relate to both the Business and Sellers plasma business the
arrangement with respect to which will be documented in a
transition services agreement to be mutually agreed by the
parties between the signing of the Purchase Agreement and the
closing of the proposed Acquisition.

Subject to the terms and conditions of the Purchase Agreement,
(i) upon the closing, Buyer has agreed to assume certain
liabilities of Seller related to the Business, including (without
limitation) related to (x) product liabilities, breach of
warranty, product complaints, product returns, post-market
commitments, recalls, adverse event reporting, product deviation
reporting, lookbacks, market withdrawals and field corrections or
similar claims for injury to person or property with respect to
the Business or any product of the Business to the extent such
liabilities relate to products manufactured and sold by Buyer
after the closing (other than inventory transferred to Buyer at
the closing, which will be allocated 50% to Buyer and 50% to
Seller if not traceable to acts or omissions of a particular
party), and (y) other regulatory matters, whether related to the
pre-closing or post-closing period and including any liabilities
related to the products of the Business, the FDA warning letter
(the warning letter issued by the FDA to Seller in connection
with outstanding issues requiring remediation at the
manufacturing facility in Boca Raton, Florida), noncompliance
with applicable laws and legal proceedings related to the
foregoing, but excluding such liabilities that arise out of any
fraud, willful misconduct or intentional misrepresentation by
Seller prior to the closing (the Assumed Liabilities), (ii) upon
the closing, ADMA has agreed to deliver to Seller an aggregate
equity interest in ADMA equal to fifty (50%), less one (1) share,
of the issued and outstanding ADMA capital stock (calculated as
of immediately following the closing and on a post-closing
issuance basis) (the Biotest Equity Interest), consisting of (x)
ADMA common stock representing twenty-five percent (25%) of the
issued and outstanding common stock of ADMA, equal to 4,295,580
common shares and (y) non-voting common stock equal to 8,591,160
shares of ADMA common stock representing the balance of the
Biotest Equity Interest which is convertible into common stock of
ADMA upon the occurrence of certain specified events, (iii) upon
the closing, ADMA has agreed to issue to Seller warrants, if any,
necessary to acquire additional shares of capital stock of ADMA
equal to the excess, if any, of (x) the number of shares
represented by rights, options and warrants issued by ADMA
between September 12, 2016 until the closing, over (y) 184,000
shares, and (iv) on January 1, 2019, to the terms of a separate
purchase agreement to be entered into by the parties at the
closing, ADMA has agreed to sell, transfer and convey to Seller
for no additional consideration, all of its right, title and
interest in and to that certain biocenter of ADMA located in
Norcross, Georgia and that certain biocenter of ADMA located in
Marietta, Georgia, which are subject to a repurchase right in
favor of ADMA if within five (5) years after January 1, 2019, the
Biotest stockholders and its affiliates own less than 20% of the
issued and outstanding capital stock of ADMA. As part of the
consideration, upon the closing, Seller will also be granted the
right to designate one director and one observer to ADMAs board
of directors, and under certain circumstances, Seller will be
granted the right to designate an additional director. The
securities to be issued in this transaction will be issued in
reliance on the registration exemption contained in Section
4(a)(2) of the Securities Act of 1933, as amended (the Securities
Act), on the basis that the transaction did not involve a public
offering. In addition, between the closing date and the earlier
of (x) the tenth anniversary of the closing date and (y) such
date as Seller and its affiliates own less than 10% of the issued
and outstanding capital stock of ADMA, Seller will have a right
of first offer to obtain an exclusive license to market and sell
in Europe, Near and Middle East and selected other territories.
any new plasma-based product developed by ADMA or its affiliates
after the closing.

Additionally, on the closing date, Seller has agreed to (i)
deliver to ADMA a capital contribution of $12,500,000 in respect
of the Biotest Equity Interest, which capital contribution will
be contributed by ADMA to Buyer, and (ii) fund a $15,000,000
unsecured subordinated loan to Buyer, which (a) will bear
interest at a rate of 6% per annum, payable semiannually in
arrears, (b) have a term of five (5) years and (c) not be subject
to any prepayment penalty or other breakage costs. Such loan will
be subordinated to ADMAs and Buyers existing indebtedness as of
the signing of the Purchase Agreement and any additional
indebtedness approved by ADMAs board of directors which is
secured only by a mortgage on the owned real property acquired in
connection with the transaction. Such loan will rank pari passu
with all additional indebtedness approved by ADMAs board of
directors that is not secured only by a mortgage on such owned
real property and if such additional indebtedness is secured, the
loan from the Seller will be secured on a pari passu basis with
such additional indebtedness. At any time after the closing, if
ADMA undertakes an underwritten equity financing or a Private
Investment in Public Equity (PIPE) offering involving at least
one unrelated third party, Biotest and/or the Seller have agreed
to participate pro rata in accordance with the Biotest Equity
Interest up to an aggregate amount equal to $12,500,000.

Upon the closing, the parties will also enter into a ten-year
plasma supply agreement, to which (x) Seller will sell to ADMA
high titer Hepatitis B plasma at a specified price (indexed by
inflation), and (y) ADMA will purchase from Seller all Hepatitis
B plasma necessary to produce Nabi-HB unless ADMA requires more
than a specified amount, in which case ADMA may use alternative
sources for the excess quantity. Additionally, the parties have
agreed to a mutual release with respect to any claims relating to
or arising from any breach or default under the existing
manufacturing supply and license agreement and master services
agreement between ADMA and Seller. The mutual release is
effective as of the signing of the Purchase Agreement conditioned
on the closing of the Acquisition at which time the manufacturing
supply and license agreement and master services agreement will
terminate and the mutual release will no longer be conditional.

The Purchase Agreement contains customary representations and
warranties of the parties, including (without limitation) with
respect to: organization; power and authority; due authorization;
enforceability; capitalization; no conflict; no consents
required; no actions; no orders; financial statements;
indebtedness; no undisclosed liabilities; absence of certain
changes; taxes; contracts; customers and suppliers; intellectual
property; title to properties; real property; employee benefit
plans; employees; insurance; compliance with laws; environmental;
material permits; inventory; affiliate transactions; and no
brokers.

The Purchase Agreement also contains customary covenants and
agreements, including covenants and agreements of: Seller to
conduct the Business in the ordinary course until the Acquisition
is completed or terminated and to not take certain actions
relating to the Business during the interim period between
signing and closing, without ADMAs prior consent not to be
unreasonably withheld, conditioned or delayed; ADMA to conduct
its business in the ordinary course until the Acquisition is
completed and to not take certain actions relating to the ADMA
business during the interim period between signing and closing,
without Sellers prior consent not to be unreasonably withheld,
conditioned or delayed; Seller not to compete with ADMA and Buyer
in certain lines of business for a period of five (5) years
following the closing date; Seller and the Biotest Guarantors not
to solicit ADMAs or Buyers employees for one (1) year following
the closing date; ADMA and Buyer not to solicit Sellers employees
for one (1) year following the closing date; and Seller not to
interfere with ADMAs and Buyers customers for five (5) years
following the closing date.

Subject to certain limitations, either ADMA or Seller may
terminate the Purchase Agreement if the Acquisition has not been
consummated by September 30, 2017 (the Outside Date). A
termination of the Purchase Agreement under certain customary
circumstances relating to (i) the ADMA board of directors
exercising their fiduciary out will entitle Seller to receive
from ADMA a termination fee in an amount equal to $2,500,000 or
(ii) ADMAs failure to obtain the requisite stockholder approval
will entitle Seller to receive expense reimbursement in an amount
up to $2,500,000. In no event is Seller entitled to both a
termination fee and expense reimbursement.

Seller and ADMA will each indemnify the other party after the
Closing for any losses arising from breaches of its
representations, warranties, covenants and agreements in the
Purchase Agreement. In addition, ADMA will indemnify Seller after
the Closing for any assumed liability, and Seller will indemnify
ADMA after the Closing for any excluded asset or excluded
liability. The representations, warranties and pre-closing
covenants generally survive for 15 months following the closing
of the transaction and each partys indemnification obligations
with respect to (a) its representations and warranties (other
than its fundamental representations, which include
representations related to taxes, organization, due
authorization, organizational documents, no conflicts;
enforceability, title; sufficiency, the Kedrion contract,
brokers, etc. and ownership of ADMA securities) are subject to a
$25,000 mini-basket and $750,000 true deductible and (b) its
representations and warranties (other than fundamental) and
pre-closing covenants are subject to a $25,000,000 cap.

The Acquisition is expected to close on the third business day
after all the conditions to closing, as specified in the Purchase
Agreement, have been satisfied, including, among other things,
the expiration of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
The Acquisition is not subject to any financing conditions. There
can be no assurance as to when the closing conditions will be
satisfied, if at all.

Registration Rights Agreement and Stockholders Agreement

In connection with the execution of the Purchase Agreement, upon
the closing, ADMA and certain Biotest stockholders plan to enter
into a Registration Rights Agreement (the Registration Rights
Agreement), to which such Biotest stockholders and other
stockholders of ADMA will have, among other things, certain
registration rights under the Securities Act, with respect to
their shares of ADMA capital stock.

In connection with the execution of the Purchase Agreement, upon
the closing, ADMA and certain Biotest stockholders will also
enter into a Stockholders Agreement (the Stockholders Agreement),
to which such Biotest stockholders will be (i) subject to
lock-up, volume limitation and standstill provisions, (ii)
granted the right to designate one director and one observer to
ADMAs board of directors, and under certain circumstances, the
right to designate an additional director, as described above,
and (iii) granted certain pre-emptive rights and rights to
nominate candidates to replace Adam Grossman as the chief
executive officer of ADMA (in the event of the death or permanent
disability of Adam Grossman), from which the ADMA board of
directors will select such replacement, subject to the directors
fiduciary duties.

Voting Agreements

On January 21, 2017, in connection with the
execution and delivery of the Purchase Agreement, Seller, ADMA
and the following stockholders: Aisling Capital II, LP, Biomark
Capital Management Co. LLC, Jerrold Grossman, Adam Grossman,
Maggro LLC, The Genesis Foundation, Hariden LLC and Areth II LLC
(the Stockholders) entered into separate
Voting Agreements (collectively, the Voting Agreements, and
together with the Purchase Agreement, Registration Rights
Agreement and Stockholder Agreement, the Agreements). The shares
subject to the Voting Agreements represent approximately 50.59%
of the issued and outstanding voting securities of ADMA. The
Voting Agreements generally require that the Stockholders: (i)
vote all of their shares of ADMA voting stock (the Covered
Shares) in favor of the Purchase Agreement and all transactions
contemplated by the Purchase Agreement; (ii) vote against any
alternative transaction; (iii) not transfer their Covered Shares
during the term of the Voting Agreements or enter into any
other voting agreement, voting trust or
similar agreement with respect to any of their Covered Shares
and (iv) not take any action that would
constitute a violation of the non-solicitation provisions of the
Purchase Agreement if taken by ADMA, its representatives or
affiliates, with the limitations and exceptions of such
provisions of the Purchase Agreement that are applicable to ADMA,
its representatives or affiliates being similarly applicable to
the Stockholders. The Voting Agreements include a cap of 25% on
the aggregate voting percentage covered by all such agreements,
taken together, if, in response to a Superior Transaction (as
defined in the Purchase Agreement) received by the ADMA board of
directors, the ADMA board of directors makes an Adverse
Recommendation Change (as defined in the Purchase Agreement) in
accordance with Section 6.8 of the Purchase Agreement and it does
not terminate the Purchase Agreement. The Voting Agreements
terminate upon the first to occur of (i) the closing date, (ii)
the termination of the Voting Agreements by mutual consent of the
parties thereto, (iii) the termination of the Purchase Agreement,
(iv) the Outside Date and (v) any amendment, modification or
waiver to the Purchase Agreement that changes the form, timing or
amount of the purchase price or other consideration contemplated
by the Purchase Agreement.

Important Information Regarding the Agreements

The foregoing description of the Agreements are only a summary
and do not purport to be complete and are qualified in their
entirety by reference to the full text of the Agreements. A copy
of the Purchase Agreement is attached hereto as Exhibit 2.1 and
is incorporated by reference herein.

The Agreements have been provided solely to inform investors and
prospective investors of their terms. The representations,
warranties, covenants and agreements contained in the Agreements
were made only for purposes of the Agreements and as of specific
dates, were made solely for the benefit of the parties to the
Agreements and may be intended not as statements of fact, but
rather as a way of allocating the risk to one of the parties if
those statements prove to be inaccurate. In addition, such
representations, warranties, covenants and agreements may have
been qualified by certain disclosures not reflected in the text
of the Agreements, and may be subject to standards of materiality
applicable to contracting parties that differ from what may be
viewed as material by stockholders of, or other investors in,
ADMA or its affiliates. Investors are not third-party
beneficiaries under the Agreements and should not rely on the
representations, warranties, covenants and agreements or any
descriptions thereof as characterizations of the actual state of
facts or condition of ADMA, Buyer, Seller, the Biotest Guarantors
or any of their respective affiliates. Information concerning the
subject matter of such representations and warranties may change
after the date of the Agreements described herein, and such
subsequent information may or may not be fully reflected in
future public disclosures.

Item 3.02

Unregistered Sales of Equity Securities

The information set forth above in Item 1.01 is incorporated into
this Item 3.02 by reference.

Item 7.01

Regulation FD Disclosure.

On January 23, 2017, ADMA issued a press release and conducted a
conference call to announce the execution of the Purchase
Agreement. Copies of the press release and the conference call
script are attached as Exhibits 99.1 and 99.2 to this Current
Report on Form 8-K.

The information in this Item 7.01, including Exhibits 99.1 and
99.2 attached hereto, shall not be deemed incorporated by
reference into any other filing under the Securities Act or the
Exchange Act regardless of any general incorporation language in
such filing.

Additional Information and Where to Find It

This document is for informational purposes only and is neither
an offer to purchase or sell nor a solicitation of a proxy with
respect to any common shares of ADMA or any other securities. A
proxy statement on Schedule 14A, including related documents,
will be filed with the United States Securities and Exchange
Commission (the SEC) by ADMA. THE PROXY STATEMENT ON SCHEDULE 14A
AND RELATED MATERALS FILED WITH THE SEC WILL CONTAIN IMPORTANT
INFORMATION. SHAREHOLDERS OF ADMA ARE URGED TO READ THESE
DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT SUCH HOLDERS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING THE TRANSACTION DESCRIBED
HEREIN. Investors and security holders may obtain a free copy of
these statements (when available) and other documents filed with
the SEC at the website maintained by the SEC at www.sec.gov or by
directing such requests to the ADMA representative that will be
named in the proxy statement on Schedule 14A.

Participants in the Solicitation

ADMA and its directors and certain executive officers; ADMA
BioManufacturing, LLC; Aisling Capital II, LP; Biomark Capital
Management Co. LLC; Maggro, LLC; The Genesis Foundation; Hariden,
LLC; Biotest AG; Biotest Pharmaceuticals Corporation; and Biotest
US Corporation may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction
described herein. Information regarding persons who may be deemed
to be participants (including descriptions of their interests, by
security holdings or otherwise) is contained in: ADMA Annual
Report on Form 10-K for the year ended December 31, 2015, filed
with the SEC on March 23, 2016 (SEC File No. 001-36728); ADMA
2016 annual meeting definitive proxy statement on Schedule 14A,
filed with the SEC on April 29, 2016; and subsequent SEC filings
made by such persons, including more complete descriptions that
will be available for review in a proxy statement on Schedule 14A
which ADMA plans to file with the SEC and provide to its
stockholders in connection with the proposed transaction.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking
statements” to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include, without limitation, any statement that may
predict, forecast, indicate, or imply future results, performance
or achievements, and may contain the words “estimate,” “intend,”
“target, will,” is likely, “would,” “may,” or, in each case,
their negative, or words or expressions of similar meaning. These
forward-looking statements include, but are not limited to,
statements concerning our ability to develop, manufacture, and
commercialize specialty plasma-based biologics for the proposed
treatment of immune deficiencies and the prevention of certain
infectious diseases, the success of our work with our third party
vendors and the U.S. Food and Drug Administration (FDA) in
furtherance of and progress towards an approval of our Biologics
License Application for specialty plasma-based biologics and the
ability of such third parties to respond adequately or in a
timely manner to the issues raised by the FDA, our ability to
successfully pursue commercialization and prelaunch activities,
the timeframe within which we may receive approval from the FDA
for specialty plasma-based biologics, if at all, the potential of
our specialty plasma-based biologics to provide meaningful
clinical improvement for patients living with PIDD or other
indications and our ability to realize increased prices for
plasma growth in the plasma collection industry. These
forward-looking statements also involve risks and uncertainties
concerning our ability to complete and close the proposed
transaction described herein, the expected closing date of such
transaction, the anticipated benefits and synergies of such
transaction, anticipated future combined businesses, operations,
products and services, and liquidity, debt repayment and capital
return expectations. Actual events or results may differ
materially from those described in this document due to a number
of important factors. These factors include, among others, the
outcome of regulatory reviews of the proposed transaction; the
ability of the parties to complete the transaction; the ability
of ADMA to successfully integrate the Business operations
(including manufacturing and supply operations), sales and
distribution channels, business and financial systems and
infrastructures, research and development, technologies,
products, services and employees; the ability of the parties to
retain their customers and suppliers; the ability of the parties
to minimize the diversion of their managements attention from
ongoing business matters; ADMAs ability to manage the increased
scale, complexity and globalization of its business, operations
and employee base post-closing; and other risks detailed in ADMAs
filings with the SEC, including those discussed in ADMAs most
recent Annual Report on Form 10-K and in any subsequent periodic
reports on Form 10-Q and Form 8-K, and any amendments thereto,
each of which is on file with the SEC and available at the SECs
website at www.sec.gov. SEC filings for ADMA are also available
in the Investor Relations section of ADMAs website at
www.admabiologics.com. Current and prospective security holders
are cautioned that there also can be no assurance that the
forward-looking statements included in this Current Report on
Form 8-K will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded
as a representation or warranty by ADMA or any other person that
the objectives and plans of ADMA will be achieved in any
specified time frame, if at all. Except to the extent required by
applicable laws or rules, ADMA does not undertake any obligation
to update any forward-looking statements or to announce revisions
to any of the forward-looking statements.

(d) Exhibits

Exhibit No.	Description
2.1	Master Purchase and Sale Agreement dated January 21, 2017 by and among Biotest Pharmaceuticals Corporation, ADMA BioManufacturing, LLC, ADMA Biologics, Inc., Biotest AG and Biotest US Corporation. Certain schedules and similar attachments to this Exhibit 2.1 have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted schedules and similar attachments to the SEC upon its request.
99.1	Press Release by ADMA Biologics, Inc., dated January 23, 2017.
99.2	Conference Call Script, dated January 23, 2017