UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington 20549

SCHEDULE 13D/A

(Amendment No. 2)*

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 AND

AMENDMENTS THERETO FILED PURSUANT TO 13d-2

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1. Security and Issuer.

This Amendment No. 2 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D (the “Schedule 13D”) as previously filed by the undersigned Reporting Persons on July 30, 2012 and subsequently amended on October 28, 2013, with respect to the Common Stock, $0.0001 par value per share (the “Common Stock”), of ADMA Biologics, Inc., a Delaware corporation whose principal executive offices are located at 465 Route 17 South, Ramsey, New Jersey 07446 (the “Issuer”).

Item 2. Identity and Background.

(a-c, f) This Amendment is being filed on behalf of: (i) Biomark Capital Fund IV LP (formerly known as Burrill Capital Fund IV, L.P.), a Delaware limited partnership (the “Fund”), (ii) Biomark Capital Fund IV GP LLC (formerly known as Burrill & Company (BCF IV GP), LLC), a Delaware limited liability company (the “General Partner”) and (iii) David S. Wetherell (the “Manager”). The Fund, the General Partner and the Manager are collectively referred to as the “Reporting Persons” and individually as a “Reporting Person.”

The Fund is a private investment fund and was formed as a limited partnership in the State of Delaware. The General Partner is the general partner of the Fund and was formed as a limited liability company in the State of Delaware. The Manager is the manager of the General Partner and a citizen of the United States.

The principal business address of the Reporting Persons is c/o Biomark Capital Fund IV GP LLC, 537 Steamboat Rd., Suite 200, Greenwich, CT 06830.

(d) None of the Reporting Persons, individually or collectively, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

On October 22, 2013, the Fund acquired 308,824 shares of the Issuer’s common stock for a purchase price of $8.50 per share, or $2,625,004.00 in the aggregate (the “Acquisition”), in connection with the Issuer’s initial public offering of Common Stock (the “IPO”). As of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 1,473,391 shares of Common Stock, consisting of (i) 308,824 shares of Common Stock, which were acquired in the Acquisition, (ii) 1,124,480 shares of Common Stock, after giving effect to a stock split at a ratio of 1.27 for 1 effected by the Company on April 4, 2013, which were acquired by the Reporting Persons prior to the IPO in connection with the Issuer’s merger transaction in February 2012 as previously reported by the Reporting Persons in the initial Schedule 13D and 40,087 shares of Common Stock which may be acquired upon the exercise of options that are exercisable within 60 days of the date hereof, and are held by Bryant Fong for the benefit of the Fund. The source of the funds for the acquisition of the Issuer’s Common Stock purchased by the Fund in the Acquisition was from working capital. No part of the purchase price was borrowed by the Fund for the purpose of acquiring such securities.

Item 4. Purpose of Transaction.

The Reporting Persons expect to evaluate on an ongoing basis the Issuer’s financial condition and prospects and their interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer, which review may be based on various factors, including the Issuer’s business and financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s securities in particular, as well as other developments and other investment opportunities, which, if effected, could result in, among other things, any of the matters identified in Items 4(a)-(j) of Schedule 13D. Accordingly, the Reporting Persons reserve the right to change their intentions and develop plans or proposals at any time, as they deem appropriate. In particular, the Reporting Persons may at any time and from time to time, (i) in the open market, in privately negotiated transactions or otherwise, acquire additional Common Stock or other securities of the Issuer, including acquisitions from affiliates of the Reporting Persons; (ii) dispose of or transfer all or a portion of the securities of the Issuer, including the Common Stock, that the Reporting Persons now own or may hereafter acquire to any person or entity, including dispositions to affiliates of the Reporting Persons; (iii) enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities; (iv) cause or seek to cause the Issuer or any of its subsidiaries to acquire all or a portion of another person’s assets or business, including acquisitions from affiliates of the Reporting Persons; (v) cause or seek to cause the Issuer or any of its subsidiaries to enter into one or more acquisitions, business combinations or mergers or to sell, transfer or otherwise dispose of all or any portion of its assets or business to any person or entity, including acquisitions, business combinations, mergers, sales, transfers and other dispositions with or to affiliates of the Reporting Persons; (vi) restructure the Issuer’s or any of its subsidiaries’ capitalization, indebtedness or holding company arrangements; (vii) make personnel changes to the present management of the Issuer deemed necessary or desirable; (viii) change the identity of the directors of the Issuer; (ix) make or propose any other material change in the Issuer’s or any of its subsidiaries’ corporate structure or business; or (x) engage in communications with one or more stockholders, officers or directors of the Issuer and other persons regarding any of the matters described in clauses (i) through (ix) above.

The last six paragraphs of Item 6 are incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) The aggregate percentage of shares of Common Stock reported as owned by each Reporting Person is based on 12,886,741 shares of the Issuer’s Common Stock issued and outstanding as of November 10, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016. Based on calculations made in accordance with Rule 13d-3(d), each Reporting Person may be deemed to beneficially own 1,473,391 shares of Common Stock (the “Shares”), constituting approximately 11.4% of the outstanding shares of Common Stock.

(b) Each of the Fund, the General Partner and Wetherell may be deemed to have sole power to direct the voting and disposition of the Shares. Each of the Reporting Persons disclaims any beneficial ownership of the Shares, except to the extent of their pecuniary interest.

(c) The last six paragraphs of Item 6 are incorporated herein by reference.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

In October 2013, the Fund entered into a lock-up agreement with Oppenheimer & Co. Inc., as a representative of certain underwriters, in connection with the IPO, and agreed that until April 15, 2014, it would not offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or otherwise dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Such restrictions do not apply, subject to certain conditions, to transactions relating to (i) bona fide gifts, (ii) shares of Common Stock acquired in the IPO, (iii) sales under any 10b-5 plan, (iv) a distribution of shares to the partners, members or shareholders of the restricted party or the transfer of shares to a family member or a trust for the benefit of the restricted party or a family member (including by will or intestacy), provided that the recipient agrees in writing prior to such distribution or transfer to be bound by the foregoing restrictions, or (v) transfers of Common Stock to the restricted party’s affiliates or to any investment fund or other entity controlled or managed by the restricted party.

As disclosed in the Issuer’s Form 8-K filed on January 23, 2017, on January 21, 2017, the Issuer and its wholly-owned subsidiary, ADMA BioManufacturing, LLC, a Delaware limited liability company (“Buyer”), entered into a Master Purchase and Sale Agreement (the “Purchase Agreement”) with Biotest Pharmaceuticals Corporation, a Delaware corporation (“Seller”), and certain other parties, pursuant to which Buyer has agreed to acquire (the “Acquisition”) certain assets and assume certain liabilities constituting the therapy business of Seller.

On January 21, 2017, in connection with the execution and delivery of the Purchase Agreement, the Fund entered into a Voting Agreement (the “Voting Agreement”) with Seller and the Issuer. All of the Shares are subject to the Voting Agreement and represent approximately 11.1% of the issued and outstanding voting securities of the Issuer.

The Voting Agreement generally requires that the Reporting Persons: (i) vote all of their shares of Common Stock in favor of the Purchase Agreement and all transactions contemplated by the Purchase Agreement; (ii) vote against any alternative transaction; (iii) not transfer their Common Stock during the term of the Voting Agreement or enter into any other voting agreement, voting trust or similar agreement with respect to any of their shares of Common Stock and (iv) not take any action that would constitute a violation of the non-solicitation provisions of the Purchase Agreement if taken by the Issuer, its representatives or affiliates, with the limitations and exceptions of such provisions of the Purchase Agreement that are applicable to the Issuer, its representatives or affiliates being similarly applicable to the Reporting Persons.

The Voting Agreement includes a cap of 25% on the aggregate voting power represented by all voting agreements signed by stockholders of the Issuer in connection with the Acquisition, taken together, if, in response to a “Superior Transaction” (as defined in the Purchase Agreement) received by the Issuer’s board of directors, the Issuer’s board of directors makes an “Adverse Recommendation Change” (as defined in the Purchase Agreement) in accordance with the Purchase Agreement and it does not terminate the Purchase Agreement. In such circumstances, the Reporting Persons voting power would be reduced pro rata along with any other stockholders who have signed voting agreements with respect to the Acquisition.

The Voting Agreement will terminate upon the first to occur of (i) the Purchase Agreement closing date, (ii) the termination of the Voting Agreement by mutual consent of the parties thereto, (iii) the termination of the Purchase Agreement, (iv) September 30, 2017 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.

The foregoing description of the Voting Agreement is not complete and is qualified entirely by reference to the full text of the Voting Agreement, filed herewith as Exhibit 99.2.

Item 7. Materials to be Filed as Exhibits

Signatures

After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: January 30, 2017

Exhibit A

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of ADMA Biologics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

This Agreement of Joint Filing may be executed in counterparts, each of which shall be deemed to be an original instrument, but all of the counterparts together shall constitute one agreement.

In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement of Joint Filing as of January 30, 2017.

Exhibit B

Power of Attorney

KNOW ALL PEOPLE BY THESE PRESENT, that each undersigned hereby constitutes and appoints Nathaniel Gaede as his or its true and lawful attorney-in-fact to:

(1) execute for and on behalf of each undersigned (each, a “Reporting Person”), individually or jointly with any other reporting persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4, Form 5 and any applicable registration statements, notice filings or reports) that such Reporting Person may be required or requested to file with the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 or the Investment Advisers Act of 1940, each as amended and with the implementing rules and regulations thereto (collectively, the “Reports”) with respect to a Reporting Person’s (a) status as an officer of director of or (b) ownership of or transactions in securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (each, a “Company”) or with respect to a Reporting Person’s obligation to register or otherwise provide filings or reports to the SEC;

(2) do and perform any and all acts for and on behalf of each Reporting Person which may be necessary of desirable to complete and execute any such Reports and timely file such forms and schedules with the SEC and any stock exchange or similar foreign or domestic, federal or state authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such Reporting Person, it being understood that the documents executed by such attorney-in-fact on behalf of such Reporting Person, pursuant to this Power of Attorney, shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

Each Reporting Person hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such Reporting Person might or could do if personally present, with full power of revocation, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each Reporting Person acknowledges that no such attorney-in-fact, in serving in such capacity at the request of such Reporting Person, is hereby assuming, nor is any Company hereby assuming, any of such Reporting Person’s responsibilities to comply with any such registration, filing or reporting requirements of the SEC or any stock exchange or similar foreign or domestic, federal or state authority, including without limitation Section 16 or Section 13 of the Securities Exchange Act of 1934 or otherwise.

This Power of Attorney shall remain in full force and effect with respect to a Reporting Person until the later of such time that (a) such Reporting Person is no longer required to file Schedules 13D or 13G or Forms 3, 4 or 5 with respect to such Reporting Person’s holdings of and transactions in securities issued by a Company, or (b) such Reporting Person is no longer required to file any other forms, registration statements or similar filings with the SEC or any other similar federal or state governmental entity, unless this Power of Attorney is earlier (i) revoked by such Reporting Person in a signed writing delivered to the foregoing attorney-in-fact or (ii) revoked by such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this January 30, 2017. This Power of Attorney may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

Exhibit 99.2

EXECUTION VERSION

VOTING AGREEMENT

VOTING AGREEMENT, dated as of January 21, 2017 (this “Agreement”), by and among Biotest Pharmaceuticals Corporation, a Delaware corporation (“Seller”), ADMA Biologics, Inc., a Delaware corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”, and to the extent more than one Person is listed, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Agreement (hereinafter defined).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Agreement, Seller, the Company, ADMA BioManufacturing, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Buyer”), Biotest AG, a company organized under the laws of Germany, and Biotest U.S. Corporation, a Delaware corporation, are entering into that certain Master Purchase and Sale Agreement, dated as of the date of this Agreement (the “Purchase Agreement”), pursuant to which, among other things, (i) Seller wishes to sell the Purchased Assets and assign the Assumed Liabilities to Buyer, and Buyer wishes to purchase the Purchased Assets and assume the Assumed Liabilities from Seller and (ii) the parties thereto desire to engage in the other transactions as set forth therein and in the Commercial Agreements, the Equity Documents and the Other Agreements, in each case, subject to the terms and conditions set forth therein;

WHEREAS, as of the date of this Agreement, each Stockholder is the Beneficial Owner of the number of outstanding shares of voting common stock, par value $0.0001 per share, of the Company (the “Common Stock”), set forth opposite such Stockholder’s name on Schedule 1 hereto, all of which shares such Stockholder controls the right to vote; and

WHEREAS, as a condition to the willingness of Seller to enter into the Purchase Agreement, Seller has required that each Stockholder agree, and each Stockholder has agreed, to enter into this Agreement and abide by the covenants and obligations set forth herein, including with respect to the Covered Shares (as hereinafter defined).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1.    Certain Defined Terms. For purposes of this Agreement, the following capitalized terms shall have the following meanings:

“Agreement” has the meaning ascribed to it in the Preamble to this Agreement.

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act. The terms “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

“Buyer” has the meaning ascribed to it in the Recitals to this Agreement.

“Common Stock” has the meaning ascribed to it in the Recitals to this Agreement.

“Company” has the meaning ascribed to it in the Preamble to this Agreement.

“control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), when used with respect to any Person, means the power to direct or cause the direction of the management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Covered Shares” means, the Existing Shares Beneficially Owned by a Stockholder and any shares of Common Stock or other voting capital stock of the Company and any securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock of the Company, in each case that a Stockholder acquires Beneficial Ownership of, on or after the date of this Agreement.

“Existing Shares” means, the number of shares of Common Stock set forth opposite each Stockholder’s name on Schedule 1 hereto.

“Purchase Agreement” has the meaning ascribed to it in the Recitals to this Agreement.

“Other Voting Agreements” means the similar voting agreements entered into by other stockholders of the Company in connection with the transactions contemplated by the Purchase Agreement.

“Permitted Transfer” means either (a) a Transfer by a Stockholder (or an Affiliate thereof) to an Affiliate of such Stockholder; provided that such transferee Affiliate agrees in writing to assume all of such transferring Stockholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by, and comply with, the terms of this Agreement, with respect to the Covered Shares subject to

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such Transfer, to the same extent as such transferring Stockholder is bound hereunder, or (b) a Transfer or series of Transfers, by a Stockholder, of shares of Common Stock in an amount that does not exceed three percent (3%) of the aggregate number shares of Common Stock then issued and outstanding.

“Purchase Agreement” has the meaning ascribed to it in the Recitals to this Agreement.

“Seller” has the meaning ascribed to it in the Preamble to this Agreement.

“Stockholder” has the meaning ascribed to it in the Preamble to this Agreement.

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise).

ARTICLE II

VOTING

2.1.    Agreement to Vote. Each Stockholder hereby agrees that during the term of this Agreement, at the ADMA Stockholders’ Meeting and at any other meeting of the stockholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any written consent of the stockholders of the Company, it shall, in each case to the extent that the Covered Shares are entitled to vote thereon or consent thereto:

(a)    appear at each such meeting or otherwise cause the Covered Shares as to which the Stockholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and

(b)    vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares (i) in favor of the adoption of the Purchase Agreement, (ii) in favor of any action, approval or agreement in furtherance of the transactions contemplated by the Purchase Agreement; and (iii) against any Alternative Transaction Proposal (as defined in the Purchase Agreement); provided that if, in response to a Superior Transaction received by the Company’s board of directors after the date of this Agreement, the Company’s board of directors makes an Adverse Recommendation Change in accordance with Section 6.8 of the Purchase Agreement and it does not terminate the Purchase Agreement, the number

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of each Stockholder’s Covered Shares (which are entitled to so vote or consent) that are subject to this Section 2.1 shall be reduced (on a pro rata basis with each other stockholder of the Company who executed an Other Voting Agreement to the extent necessary in order that the aggregate number of Covered Shares subject to this Section 2.1 together with all other shares of Common Stock subject to the Other Voting Agreements represents no more than 25% of the Common Stock outstanding at the time of such vote or written consent and entitled to so vote or consent; and provided further, that Section 2.1 shall not require the Stockholder to vote or consent (or cause any Affiliate to vote or consent) in favor of the Purchase Agreement or any of the transactions contemplated thereby, to the extent that the Purchase Agreement has been amended in a manner that is materially adverse in the aggregate to the stockholders of the Company. Notwithstanding anything herein to the contrary, this Section 2.1(b) shall not require the Stockholder to be present (in person or by proxy) or vote (or cause to be voted) any of the Covered Shares to amend the Purchase Agreement or take any action that could result in the amendment or modification, or a waiver of a provision therein, in any such case, in a manner that (i) changes the form, timing or amount of the Purchase Price or other consideration contemplated by the Purchase Agreement or (ii) extends the Outside Date.

(c)    Notwithstanding the foregoing, each Stockholder shall remain free to vote (or execute consents or proxies with respect to) the Covered Shares with respect to any matter not covered by this Section 2.1 in any manner such Stockholder deems appropriate, provided that such vote (or execution of consents or proxies with respect thereto) would not reasonably be expected to adversely affect, or prevent or delay the consummation of, the transactions contemplated by the Purchase Agreement.

2.2.    No Inconsistent Agreements. Each Stockholder hereby, represents, covenants and agrees that, except for this Agreement, such Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement, voting trust or similar agreement with respect to any of the Covered Shares of such Stockholder, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any of the Covered Shares of such Stockholder (other than as contemplated by Section 2.1 hereof), and (c) has not taken and shall not knowingly take any action that would constitute a breach hereof, make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing any of its obligations under this Agreement.

2.3.    Irrevocable Proxy; Power of Attorney. Without limiting the generality of the foregoing, each Stockholder hereby irrevocably constitutes and appoints Buyer or its designees as its true and lawful attorney and proxy, with full power of substitution and re-substitution, and for, in the name of and on behalf of such Stockholder, and in its stead, to vote or consent, or otherwise to utilize such voting power in the manner contemplated by Sections 2.1(a) and 2.1(b) hereof, as Buyer or its designee shall, in its sole discretion, deem proper with respect to the Covered Shares of such Stockholder. The proxy and power of attorney granted by this Section 2.3 is irrevocable and coupled with an interest and shall not be affected by the subsequent death, disability or incapacity of such

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Stockholder. Each Stockholder hereby revokes all proxies or powers of attorney heretofore made by it with respect to the Covered Shares of such Stockholder. The proxy and power of attorney granted by this Section 2.3 shall be revoked, terminated and of no further force or effect, automatically and without further action of a Stockholder, upon the termination of this Agreement in accordance with Section 5.1 hereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1.    Representations and Warranties of the Stockholders. Each Stockholder and the Company each severally and not jointly and severally represents and warrants to Seller solely as to itself as follows:

(a)    Organization; Authorization; Validity of Agreement; Necessary Action. It (other than an individual) is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization. It has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by each Stockholder and the Company of this Agreement, the performance by it of its respective obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by such Stockholder and the Company and no other actions or proceedings on the part of the Stockholder or any stockholder or equity holder thereof or the Company or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by each Stockholder and the Company and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of each Stockholder and the Company enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

(b)    Ownership. Each Stockholder’s Existing Shares are, and all of the Covered Shares Beneficially Owned by each Stockholder from the date of this Agreement through and on the Closing Date will be, Beneficially Owned by such Stockholder except to the extent such Covered Shares are Transferred after the date of this Agreement pursuant to a Permitted Transfer. Each Stockholder is the Beneficial Owner of such Stockholder’s Existing Shares, free and clear of any Encumbrances, other than (i) any Encumbrances pursuant to this Agreement and transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States and (ii) any lien granted in connection with a general pledge of Covered Shares to the Stockholder’s prime broker, which does and will not affect the Stockholder’s Beneficial Ownership of the Covered Shares. As of the date of

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this Agreement, each Stockholder’s Existing Shares constitute all of the shares of Common Stock Beneficially Owned or owned of record by such Stockholder. Except to the extent Covered Shares are Transferred after the date of this Agreement pursuant to a Permitted Transfer, each Stockholder is the sole Beneficial Owner and has and will have at all times during the term of this Agreement sole Beneficial Ownership, sole voting power (including the right to control such vote as contemplated herein), sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article II hereof, and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of such Stockholder’s Existing Shares and with respect to all of the Covered Shares Beneficially Owned by such Stockholder at all times during the term of this Agreement.

(c)    Non-Contravention. The execution, delivery and performance of this Agreement by each Stockholder and the Company do not and will not (i) contravene or conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws or other comparable governing documents or voting agreement, voting trust or similar agreement, as applicable, of such Stockholder or the Company, (ii) contravene or conflict with, or result in any violation or breach of, any Law applicable to such Stockholder or the Company or by which any of its respective assets or properties is bound, (iii) result in any violation, termination, cancellation or breach of, or constitute a default (with or without notice or lapse of time or both) under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which such Stockholder or the Company is a party or by which it or any of its assets or properties is bound or (iv) result in the creation of any Encumbrances upon any of the assets or properties of such Stockholder or the Company, except for any of the foregoing as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of such Stockholder or the Company to perform its respective obligations hereunder or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

(d)    Consents and Approvals. The execution and delivery of this Agreement by each Stockholder and the Company does not, and the performance by such Stockholder and the Company of its respective obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement will not, require such Stockholder or the Company to obtain any consent, approval, authorization or permit of any Governmental Authority, other than compliance with the applicable requirements, if any, of the Exchange Act.

3.2.    Representations and Warranties of Seller. Seller represents and warrants to each Stockholder and the Company as follows:

(a)    Organization; Authorization; Validity of Agreement; Necessary Action. It is duly organized, validly existing and in good standing under the Law of its jurisdiction of organization. It has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery by Seller of

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this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated by this Agreement have been duly and validly authorized by Seller and no other actions or proceedings on the part of Seller or any other Person are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by Seller and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding agreement of Seller enforceable against it in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

(b)    Non-Contravention. The execution, delivery and performance of this Agreement by Seller do not and will not (i) contravene or conflict with, or result in any violation or breach of, any provision of the certificate of incorporation, bylaws or other comparable governing documents, or voting agreement, voting trust or similar agreement, as applicable, of Seller, (ii) contravene or conflict with, or result in any violation or breach of, any Law applicable to Seller or by which any of its assets or properties is bound, (iii) result in any violation, termination, cancellation or breach of, or constitute a default (with or without notice or lapse of time or both) under, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Seller is a party or by which it or any of its assets or properties is bound or (iv) result in the creation of any Encumbrances upon any of the assets or properties of Seller, except for any of the foregoing as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Seller to perform its obligations hereunder or prevent or materially delay the consummation of the transactions contemplated by this Agreement.

(c)    Consents and Approvals. The execution and delivery of this Agreement by Seller does not, and the performance by Seller of its obligations under this Agreement and the consummation by it of the transactions contemplated by this Agreement will not, require Seller to obtain any consent, approval, authorization or permit of any Governmental Authority, other than (i) compliance with the applicable requirements, if any, of the Exchange Act and (ii) the prior approval of the Purchase Agreement and the transactions contemplated thereby by the Company’s board of directors for purposes of Section 203 of the DGCL.

ARTICLE IV

OTHER COVENANTS

4.1.    Prohibition on Transfers. During the term of this Agreement, each Stockholder agrees not to Transfer any of the Covered Shares of such Stockholder, Beneficial Ownership thereof or any other interest therein unless such Transfer is a Permitted Transfer.

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4.2.    Stock Dividends, etc. In the event of a reclassification, recapitalization, reorganization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or if any stock dividend or stock distribution is declared, in each case affecting the Covered Shares, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities of the Company into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

4.3.    Solicitation.

(a)    Each Stockholder hereby (i) acknowledges that it has reviewed and understands the obligations of a Representative of the Company as set forth in Section 6.8 of the Purchase Agreement and (ii) agrees that it will not, and it will use its commercially reasonable efforts to cause its Representatives and Affiliates not to, directly or indirectly, take any action that a Representative of the Company would, at the applicable time, be prohibited from taking under Section 6.8 of the Purchase Agreement. For the avoidance of doubt, for the purposes of this Agreement, the Stockholder shall be deemed to be a Representative of the Company for the purposes of Section 6.8 of the Purchase Agreement.

(b)    Notwithstanding anything to the contrary in this Agreement, each Stockholder shall be permitted to take any actions that a Representative of the Company is permitted to take under Section 6.8 of the Purchase Agreement.

4.4.    Further Assurances. During the term of this Agreement, from time to time, at Seller’s request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement. Without limiting the foregoing, each Stockholder hereby authorizes the Company to publish and disclose in the Proxy Statement and in any other announcement or disclosure required by the SEC such Stockholder’s identity and ownership of the Covered Shares of such Stockholder and the nature of such Stockholder’s obligations under this Agreement; provided, that in advance of any such announcement or disclosure, such Stockholder shall be afforded a reasonable opportunity to review and approve (not to be unreasonably withheld or delayed) such announcement or disclosure. Except as otherwise required by applicable Law or listing agreement with a national securities exchange or a Governmental Authority, Seller will not make any other disclosures regarding such Stockholder in any press release or otherwise without the prior written consent of such Stockholder (not to be unreasonably withheld or delayed).

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ARTICLE V

MISCELLANEOUS

5.1.    Termination. This Agreement and all obligations, terms and conditions of the parties hereunder shall automatically terminate without any further action required by any Person upon the earliest to occur of: (a) the Closing, (b) the termination of this Agreement by mutual consent of the Company, the Seller and the Stockholder, (c) the date of termination of the Purchase Agreement in accordance with its terms, (d) the Outside Date, and (e) the making of any change, by amendment or modification, or waiver of any provision of the Purchase Agreement in a manner that changes the form, timing or amount of the Purchase Price or other consideration contemplated by the Purchase Agreement, and after the occurrence of any such applicable event, this Agreement shall terminate and be of no further force; provided, however, the provisions of this Section 5.1 and Sections 5.3 through 5.14 shall survive any termination of this Agreement.

5.2.    No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Seller any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholders. Nothing in this Agreement shall be interpreted as creating or forming a “group” with any other Person, including Seller, for the purposes of Rule 13d-5(b)(1) of the Exchange Act or for any other similar provision of applicable law. Except as otherwise provided in this Agreement, Seller shall have no authority to direct any Stockholder in (a) the voting or disposition of any of such Stockholder’s Covered Shares or (b) the performance of such Stockholder’s duties or responsibilities as a stockholder of the Company.

5.3.    Fees and Expenses. All costs and expenses (including, without limitation, all fees and disbursements of counsel, accountants, investment bankers, experts and consultants to a party) incurred in connection with this Agreement shall be paid by the party incurring such costs and expenses.

5.4.    Notices. All notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a party as shall be specified by like notice):

(a) if to Seller to:

Biotest Pharmaceuticals Corporation

c/o Biotest AG

Landsteinerstr. 5

63303 Dreieich

Germany

Attention: Dr. Michael Ramroth and Dr. Martin

Reinecke

Facsimile:

Email:  michael.ramroth@biotest.com    

martin.reinecke@biotest..com

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and to:

Biotest Pharmaceuticals Corporation

5800 Park of Commerce Blvd. NW

Boca Raton, FL 33487

Attention: Ileana Carlisle, CEO; and Donna Quinn,

General Counsel

Facsimile:

Email:  icarlisle@biotestpharma.com        

dquinn@biotestpharma.com

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

3333 Piedmont Road, NE

Suite 2500

Atlanta, Georgia 30305

Attention: Wayne H. Elowe, Esq.

Facsimile: 678.553.2453

Email: elowew@gtlaw.com

(b) if to the Company to:

ADMA Biologics, Inc.

456 Route 17 South

Ramsey, NJ 07446

Attention: Adam Grossman

Facsimile: (201) 478-5553

Email: agrossman@admabio.com

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Attention: Ariel J. Deckelbaum, Esq.

Facsimile: (212) 757-3990

Email: ajdeckelbaum@paulweiss.com

(c) if to the Stockholder: to the Stockholder and its counsel at their respective addresses and facsimile numbers set forth on Schedule 1 hereto.

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All such notices or communications shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by facsimile or electronic mail, on the day on which such facsimile or electronic mail was sent; provided, that receipt is personally confirmed by telephone, (c) if by certified or registered mail (return receipt requested), on the seventh (7th) Business Day after the mailing thereof or (d) if by reputable overnight delivery service, on the second (2nd) Business Day after the sending thereof.

5.5.    Interpretation. Unless the express context otherwise requires:

(a)    the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b)    terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(c)    references herein to a specific Section, Subsection, Recital or Schedule shall refer, respectively, to Sections, Subsections, Recitals or Schedules of this Agreement;

(d)    wherever the word “include,” “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(e)    references herein to any Person shall include such Person’s heirs, executors, personal representatives, administrators, successors and assigns; provided, however, that nothing contained in this Section 5.5 is intended to authorize any assignment or transfer not otherwise permitted by this Agreement;

(f)    references herein to a Person in a particular capacity or capacities shall exclude such Person in any other capacity;

(g)    with respect to the determination of any period of time, (i) the word “from” means “from and including” and the words “to” and “until” each means “to but excluding” and (ii) time is of the essence;

(h)    the word “or” shall be disjunctive but not exclusive;

(i)    references herein to any Law shall be deemed to refer to such Law as amended, modified, codified, reenacted, supplemented or superseded in whole or in part and in effect from time to time, and also to all rules and regulations promulgated thereunder;

(j)    references herein to any Contract mean such Contract as amended, supplemented or modified (including by any waiver) in accordance with the terms thereof;

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(k)    the headings contained in this Agreement are intended solely for convenience and shall not affect the rights of the parties to this Agreement;

(l)    if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and

(m)    the Schedule 1 referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if it were set forth verbatim herein.

5.6.    Counterparts; Effectiveness. This Agreement may be executed in any number of counterparts, as if the signatures to each counterpart were upon a single instrument, and all such counterparts together shall be deemed an original of this Agreement. Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement. This Agreement shall become effective when, and only when, each party hereto shall have received a counterpart signed by all of the other parties hereto.

5.7.    Entire Agreement. This Agreement and, to the extent referenced herein, the Purchase Agreement, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, contain all of the terms, conditions and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersede all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement.

5.8.    Governing Law; Consent to Jurisdiction; Waiver of Jury Trial.

(a)    This Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware, without regard to conflict of laws principles thereof.

(b)    To the fullest extent permitted by Law, each party to this Agreement (a) irrevocably and unconditionally submits to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any state or federal court within the State of Delaware), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that any actions or proceedings arising in connection with this Agreement or the transactions contemplated by this Agreement shall be brought, tried and determined only in the Court of Chancery of the State of Delaware (or, only if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (d) irrevocably waives any claim of improper venue or any claim that those courts are an inconvenient forum, and (e) agrees

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that it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other than the aforesaid courts. To the fullest extent permitted by Law, the parties to this Agreement agree that mailing of process, notice or other papers in connection with any such action or proceeding in the manner provided in Section 6.8 or in such other manner as may be permitted by applicable Law, shall be valid and sufficient service thereof.

(c)    EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED AND UNDERSTANDS THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.8(C).

5.9.    Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed by Seller, the Company and the Stockholders. Each party may waive any right of such party hereunder by an instrument in writing signed by such party and delivered to the other party.

5.10.    Remedies.

(a)    The parties to this Agreement agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware (or if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, any state or federal court within the State of Delaware), this being in addition to any other remedy at law or in equity, and the parties to this Agreement hereby waive, to the fullest extent permitted by law, any requirement for the posting of any bond or similar collateral in connection therewith. The parties agree that they shall not object to the granting of injunctive or other equitable relief on the basis that there exists adequate remedy at Law.

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(b)    Any and all remedies expressly conferred upon a party to this Agreement shall be cumulative with, and not exclusive of, any other remedy contained in this Agreement, at law or in equity. The exercise by a party to this Agreement of any one remedy shall not preclude the exercise by it of any other remedy.

5.11.    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted for that provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of the invalid or unenforceable provision and (b) the remainder of this Agreement and the application of that provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of that provision, or the application of that provision, in any other jurisdiction. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner so that the transactions contemplated by this Agreement may be consummated as originally contemplated to the fullest extent possible.

5.12.    Successors and Assigns; Third Party Beneficiaries. Except in connection with a Permitted Transfer, no party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights or liabilities under this Agreement without the prior written consent of the other parties to this Agreement, which any such party may withhold in its absolute discretion. Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.13.    Rules of Construction. The parties have participated jointly in negotiating and drafting this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

5.14.    Stockholder Capacity. Notwithstanding anything contained in this Agreement to the contrary, the representations, warranties, covenants and agreements made herein by each Stockholder are made solely with respect to such Stockholder and the Covered Shares of such Stockholder. Each Stockholder is entering into this Agreement solely in its capacity as the Beneficial Owner of such Covered Shares and notwithstanding anything contained in this Agreement to the contrary, nothing herein shall limit, affect or prohibit, or be construed to limit, affect or prohibit, a Stockholder or any of its Representatives or Affiliates, in each case, who is an officer of the Company or

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a member of the Company’s board of directors from (i) taking any action in his or her capacity as an officer of the Company or a member of the Company’s board of directors, or (ii) taking any actions that a Representative of the Company is permitted to take under Section 6.8 of the Purchase Agreement in his or her capacity as an officer of the Company or a member of the Company’s board of directors. For the avoidance of doubt, the obligations of each Stockholder under this Agreement are several and not joint with the obligations of any other Stockholder or any stockholder who is a party to the Other Voting Agreements, and such Stockholder shall not be responsible in any way for the performance of any obligations, or the actions or omissions, of any other Stockholder hereunder or any stockholder under the Other Voting Agreements. Nothing contained herein, and no action taken by the Stockholders pursuant hereto, shall be deemed to constitute the parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the parties are in any way acting in concert or as a group with respect to the obligations or the transactions contemplated by this Agreement or the Other Voting Agreements.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement as of the date first written above.

[Signature Page to Voting Agreement]

SCHEDULE 1

STOCKHOLDER INFORMATION