LETTER AGREEMENT REGARDING CLOSING BALANCE SHEET MATTERS
Reference is made to that certain Asset Purchase Agreement (the “Agreement”) dated April 16, 2004,
by and among Boston Biomedica, Inc. (now known as Pressure BioSciences, Inc. (“PBI”)), BBI Biotech
Research Laboratories, Inc. (“BBI Biotech”) and SeraCare Life Sciences, Inc. (“SeraCare”), as amended by
that certain Amendment No. 1 to Asset Purchase Agreement, dated July 20, 2004. Capitalized terms used but
not defined herein shall have the meaning given such terms in the Agreement.
Reference is also made to the Closing Balance Sheet delivered by SeraCare to PBI on November 12,
2004, a copy of which is attached hereto as Exhibit A .
PBI has advised SeraCare that, in accordance with Section 2.5(d) of the Agreement, it objects to the
Closing Balance Sheet. PBI has requested that (i) SeraCare defer until December 15, 2004, its right under
Section 2.5(d) of the Agreement to submit the dispute over the Closing Balance Sheet to the Independent
Accountant, (ii) SeraCare treat the dispute over accounts receivable separately from the rest of the Closing
Balance Sheet and (iii) SeraCare agree that it will first look to the Escrowed Amount for recovery of the amount,
if any, by which the Target Net Asset Value exceeds the Closing Net Asset Value.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
PBI, BBI Biotech and SeraCare agree as follows:
1. With the exception of disputes over accounts receivable on the Closing Balance Sheet, which disputes will be
resolved as provided in Section 2 below, all disputes over the Closing Balance Sheet will be resolved in
accordance with the dispute resolution provisions specified in Section 2.5 of the Agreement, provided, however,
that the parties shall have until December 15, 2004 to resolve such disputes, after which time either SeraCare or
PBI may submi