Common use of Adjustments Upon Changes in Capitalization Clause in Contracts

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of If all or any portion of the Option that would remain unvested after is exercised subsequent to any stock dividend, split-up, capitalization, combination or exchange of shares, merger, consolidation, acquisition of property or stock, separation, reorganization, or other similar change or transaction of or by the application COMPANY, as a result of which shares of any class shall be issued in respect of outstanding shares of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" class covered by the Option or shares of the class covered by the Option shall be deemed to have occurred if (i) any personchanged into the same or a different number of shares of the same or another class or classes, or any two or more persons acting as a group, and all affiliates of such the person or persons (a "Group") who prior to so exercising such time beneficially owned less than 50% an Option shall receive, for the aggregate option price payable upon such exercise of the then outstanding capital Option, the aggregate number and class of shares equal to the number and class of shares he or she would have had on the date of exercise had the shares been purchased for the same aggregate price at the date the Option was granted and had not been disposed of, taking into consideration any such stock dividend, split-up, recapitalization, combination or exchange of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactionsshares, including by merger, and after such transaction consolidation, acquisition of property or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, separation, reorganization, or (ii) other similar change or transaction; provided, however, that no fractional share shall be issued upon any such exercise, and the Company aggregate price paid shall sell all be appropriately reduced on account of any fractional share not issued. Provided, however, any shares which are issued at or substantially all about this option price or pursuant to a warrant or options whose exercise price is at or above the exercise price provided in the agreement shall not be considered to be diluted for the purpose of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Companythis agreement and no adjustment will be made.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of the Shares, and the Exercise Price therefortherefore, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) purchaser of the Company's ’s assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, Optionee the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee Optionee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise had been made prior to the Change in Control, less the Exercise Price therefortherefore. Upon receipt of such consideration by the EmployeeOptionee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee Optionee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a A “Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" ” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "“Group"”) who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's ’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's ’s outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company.

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation Subject to any required action by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result and Section 17 hereof, the number of Shares covered by the Option, the exercise price of the Change Option, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (i) any increase or decrease in Controlthe number of issued Shares resulting from a stock split, reverse stock split, stock dividend, recapitalization, combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, any other transaction with respect to Common Stock including a corporate merger, consolidation, acquisition of property or stock, separation (including a spin-off or other distribution of stock or property), reorganization, liquidation (whether partial or complete) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” In the event of any distribution of cash or other assets to stockholders other than a normal cash dividend, the Board shall also make such adjustments as provided in this Section 14 or substitute, exchange or grant an award to effect such adjustments (collectively “adjustments”). Any such adjustments to the Option will be effected in a manner that precludes the enlargement of rights and benefits under the Option. In connection with the foregoing adjustments, the Administrator may, in its sole determinationdiscretion, cancel prohibit the Optionexercise of the Option or other issuance of Shares, cash or other consideration pursuant to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case Option during certain periods of time. Such adjustment shall be equal in value to made by the value Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of those shares of stock of any class, or other consideration securities convertible into shares of stock of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the Employee would have received had the Option been exercised (number or price of Shares subject to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and Section 3 hereto. A "Change in Control" shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the CompanyOption.

Adjustments Upon Changes in Capitalization. (a) In If at any time after the event that date of grant of this option, the outstanding Company shall, by stock dividend, stock split, combination, reclassification or exchange, or through merger or consolidation, or otherwise, change its shares of the Common Stock of the Company are changed into or exchanged for a different number number, kind or kind class of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of sharesproperty, or dividends payable in capital stockif any distribution is made to shareholders other than a cash dividend, appropriate adjustment then the number of shares covered by this option and the price of each such share shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined proportionately adjusted for any such change by the Board in its sole discretionof Directors, in whose determination shall be final, binding and conclusive. In the case event of a Change in Control (as hereinafter defined) liquidation of the Company, the purchaser(s) of the Company's assets or stock maya merger, in hisacquisition, her reorganization, or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders consolidation of the Company as with any other corporation in which the Company is not the surviving corporation or the Company becomes a result wholly-owned subsidiary of another corporation, any unexercised options granted hereby shall be deemed canceled unless the surviving corporation in any such merger, acquisition, reorganization or consolidation elects to assume the option granted hereby or to issue substitute options in place thereof; provided, however, that, notwithstanding the foregoing, if the option granted hereby would otherwise be canceled in accordance with the foregoing, notwithstanding any other provision of the Change 1998 Stock Option Plan (as it may be amended from time to time) or this Agreement limiting or restricting the exercisability of this option, you shall have the right, exercisable during a 10-day period immediately prior to such liquidation, acquisition, reorganization, merger or consolidation, to exercise this option in Controlwhole or in part, provided, however that any option exercise that would be prohibited but for this provision shall be effective only upon such liquidation, or the Board mayclosing of such acquisition, merger or consolidation. In the event any distribution consists of Common Stock held by the Company in its sole determinationany subsidiary, cancel then on the Option, record date for such distribution you shall be entitled to receive options to purchase such number of shares of such common stock as is equal to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value number of those shares of common stock or other consideration the Employee you would have received had you exercised all of your options under this Plan (vested and unvested) and owned the Option been exercised (Common Stock in the Company underlying such options, which options in the subsidiary shall be vested or shall vest to the same extent it has vested and not been exercised) and no disposition of as your options in the shares acquired upon Company, and, generally, shall contain such exercise been made provisions as to put you in the same equitable position you were in prior to the Change in Controldistribution, less including an allocation of the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect exercise price for th e options issued under this Plan to both vested such options and nonvested portions thereofthe options in the subsidiary. The value Any fraction of a share resulting from the foregoing adjustments shall be eliminated and the price per share of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Boardremaining shares subject to this option adjusted accordingly. In additionBIOLIFE SOLUTIONS, in the case of a Change in ControlINC. By: /s/ Xxxxxxxx xx Xxxxx Authorized Signature AGREED TO AND ACCEPTED, the Board may, in its sole discretion, accelerate the vesting of all or any portion as of the Option that would remain unvested after the application __ day of the accelerated vesting on Schedule I and Section 3 heretoOctober, 2006 /s/ Xxxx Xxxxxx Xxxx Xxxxxx EXHIBIT A BIOLIFE SOLUTIONS, INC. A "Change in Control" shall be deemed to have occurred if 1998 STOCK OPTION PLAN (i) any personas amended through September 28, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company.2005)

Adjustments Upon Changes in Capitalization. (a) In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined by the Board in its sole discretion, in the case of a Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's ’s assets or stock may, in his, her or /her/its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders of the Company as a result of the Change in Control, or the Board may, in its sole determination, cancel the Option, to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value of those shares of stock or other consideration the Employee would have received had the Option been exercised (to the extent it has vested and not been exercised) and no disposition of the shares acquired upon such exercise been made prior to the Change in Control, less the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect to both vested and nonvested portions thereof. The value of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Board. In addition, in the case of a Change in Control, the Board may, in its sole discretion, accelerate the vesting of all or any portion of the Option that would remain unvested after the application of the accelerated vesting on Schedule I and in Section 3 hereto. A "“Change in Control" ” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a "“Group"”) who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's ’s capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's ’s outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company.

Adjustments Upon Changes in Capitalization. (a) In If at any time after the event that date of grant of this option, the outstanding Company shall, by stock dividend, stock split, combination, reclassification or exchange, or through merger or consolidation, or otherwise, change its shares of the Common Stock of the Company are changed into or exchanged for a different number number, kind or kind class of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of sharesproperty, or dividends payable in capital stockif any distribution is made to shareholders other than a cash dividend, appropriate adjustment then the number of shares covered by this option and the price of each such share shall be made in the number and kind of Shares, and the Exercise Price therefor, as to which the Option, to the extent not theretofore exercised, shall be exercisable. In addition, unless otherwise determined proportionately adjusted for any such change by the Board in its sole discretionof Directors, in whose determination shall be final, binding and conclusive. In the case event of a Change in Control (as hereinafter defined) liquidation of the Company, the purchaser(s) of the Company's assets or stock maya merger, in hisacquisition, her reorganization, or its discretion, deliver to the Employee, to the extent that the right to purchase Shares under the Option has vested, the same kind of consideration (net of the Exercise Price for such Shares) that is delivered to the stockholders consolidation of the Company as with any other corporation in which the Company is not the surviving corporation or the Company becomes a result wholly-owned subsidiary of another corporation, any unexercised options granted hereby shall be deemed canceled unless the surviving corporation in any such merger, acquisition, reorganization or consolidation elects to assume the option granted hereby or to issue substitute options in place thereof; provided, however, that, notwithstanding the foregoing, if the option granted hereby would otherwise be canceled in accordance with the foregoing, notwithstanding any other provision of the Change 1998 Stock Option Plan (as it may be amended from time to time) or this Agreement limiting or restricting the exercisability of this option, you shall have the right, exercisable during a 10-day period immediately prior to such liquidation, acquisition, reorganization, merger or consolidation, to exercise this option in Controlwhole or in part, provided, however that any option exercise that would be prohibited but for this provision shall be effective only upon such liquidation, or the Board mayclosing of such acquisition, merger or consolidation. In the event any distribution consists of Common Stock held by the Company in its sole determinationany subsidiary, cancel then on the Option, record date for such distribution you shall be entitled to receive options to purchase such number of shares of such common stock as is equal to the extent not theretofore exercised, in exchange for consideration in cash or in kind, which consideration in either case shall be equal in value to the value number of those shares of common stock or other consideration the Employee you would have received had you exercised all of your options under this Plan (vested and unvested) and owned the Option been exercised (Common Stock in the Company underlying such options, which options in the subsidiary shall be vested or shall vest to the same extent it has vested and not been exercised) and no disposition of as your options in the shares acquired upon Company, and, generally, shall contain such exercise been made provisions as to put you in the same equitable position you were in prior to the Change in Controldistribution, less including an allocation of the Exercise Price therefor. Upon receipt of such consideration by the Employee, the Option shall immediately terminate and be of no further force and effect, with respect exercise price for th e options issued under this Plan to both vested such options and nonvested portions thereofthe options in the subsidiary. The value Any fraction of a share resulting from the foregoing adjustments shall be eliminated and the price per share of the stock or other securities the Employee would have received if the Option had been exercised shall be determined in good faith by the Boardremaining shares subject to this option adjusted accordingly. In additionBIOLIFE SOLUTIONS, in the case of a Change in ControlINC. By: /s/ Xxxxxxxx xx Xxxxx Authorized Signature AGREED TO AND ACCEPTED, the Board may, in its sole discretion, accelerate the vesting of all or any portion as of the Option that would remain unvested after the application 7th day of the accelerated vesting on Schedule I and Section 3 heretoAugust, 2006 /s/ Xxxxxxx Xxxx XXXXXXX XXXX EXHIBIT A BIOLIFE SOLUTIONS, INC. A "Change in Control" shall be deemed to have occurred if 1998 STOCK OPTION PLAN (i) any personas amended through September 28, or any two or more persons acting as a group, and all affiliates of such person or persons (a "Group") who prior to such time beneficially owned less than 50% of the then outstanding capital stock of the Company shall acquire shares of the Company's capital stock in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or Group and affiliates beneficially own 50% or more of the Company's outstanding capital stock, or (ii) the Company shall sell all or substantially all of its assets to any Group which, immediately prior to the time of such transaction, beneficially owned less than 50% of the then outstanding capital stock of the Company.2005)