Biolife Solutions Inc Sample Contracts

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EXHIBIT 10 ---------- ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 10th, 2002 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
BETWEEN
Lease Agreement • October 13th, 1995 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Maryland
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 20th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2014, between BioLife Solutions, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

5,175,000 Shares BIOLIFE SOLUTIONS, INC. COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • July 8th, 2020 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANT BIOLIFE SOLUTIONS, INC.
Biolife Solutions Inc • March 20th, 2014 • Electromedical & electrotherapeutic apparatus • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven (7) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from BioLife Solutions, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 14th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Indemnification Agreement (this “Agreement”), dated [DATE], is by and between Biolife Solutions, Inc., a Delaware corporation (the “Company”), and [NAME OF DIRECTOR/OFFICER] (“Indemnitee”).

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 10th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
AGREEMENT AND PLAN OF MERGER by and among BIOLIFE SOLUTIONS, INC., as the Purchaser, BLFS MERGER SUBSIDIARY INC., as Merger Sub, ALBERT VIERLING AND WILLIAM BAUMEL, in their capacity as Seller Representative, and GLOBAL COOLING, INC., as the Company,...
Agreement and Plan of Merger • March 25th, 2021 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 19, 2021 by and among (i) BioLife Solutions, Inc., a company incorporated in Delaware (the “Purchaser”), (ii) BLFS Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Albert Vierling and William Baumel, in the capacity as the representatives from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (collectively, the “Seller Representative”), and (v) Global Cooling, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.

Contract
Executive Employment Agreement • February 29th, 2024 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington
FORM OF SENIOR INDENTURE BETWEEN BIOLIFE SOLUTIONS, INC. AND AS TRUSTEE Dated as of
Indenture • January 8th, 2016 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York

THIS INDENTURE, dated as of , between BIOLIFE SOLUTIONS, INC., a Delaware corporation (the “Company”), and , a , as trustee (the “Trustee”).

Contract
Biolife Solutions Inc • March 25th, 2014 • Electromedical & electrotherapeutic apparatus • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THIS WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S. PERSON UNLESS REGISTERED UNDER THE U.S. SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THE TERMS “UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.

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INDENTURE TRUSTEE INDENTURE Dated as of [ ]
Indenture • September 24th, 2019 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
AMENDED EXECUTIVE EMPLOYMENT AGREEMENT
Amended Executive Employment Agreement • March 31st, 2023 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” or the “Company”), and Geraint Phillips (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date is November 9, 2021. This Agreement supersedes and replaces all prior employment agreements between Company and Executive, including any amendments thereto.

FORM OF SUBORDINATED INDENTURE BETWEEN BIOLIFE SOLUTIONS, INC. AND AS TRUSTEE Dated as of
Biolife Solutions Inc • January 8th, 2016 • Electromedical & electrotherapeutic apparatus • New York

THIS SUBORDINATED INDENTURE, dated as of , between BIOLIFE SOLUTIONS, INC., a Delaware corporation (the “Company”), and , a , as trustee (the “Trustee”).

AMENDED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 31st, 2022 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” or the “Company”), and Roderick de Greef (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date is November 4, 2021. This Agreement supersedes and replaces all prior employment agreements between Company and Executive, including any amendments thereto.

LEASE BETWEEN MONTE VILLA FARMS LLC LANDLORD, AND BIOLIFE SOLUTIONS TENANT FOR PREMISES AT BOTHELL, WASHINGTON DATED AS OF AUGUST 1, 2007
Lease • April 1st, 2008 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

THIS LEASE (the "Lease") is entered into this as of July 24, 2007 between MONTE VILLA FARMS LLC, a Washington limited liability company (the "Landlord"), and BIOLIFE SOLUTIONS, a Delaware corporation (the "Tenant") and amends and entirely replaces all other agreements between Landlord and Tenant and any of Tenant’s subsidiaries or related companies.

ESCROW DEPOSIT AGREEMENT
Escrow Deposit Agreement • March 19th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York

This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this ____ day of ______ 2014 by and among BioLife Solutions, Inc., a Delaware corporation (the “Company”), having an address at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021, Ladenburg Thalmann & Co. Inc., a Delaware corporation (the “Placement Agent”), having an address at 4400 Biscayne Blvd, 14th Floor, Miami, Florida 33137 and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Purchase Agreement, dated as of _______ ___, 2014 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 1st, 2008 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Note Purchase Agreement (this "Agreement") is entered into this 13th day of February, 2007, by and between BioLife Solutions, Inc., a Delaware corporation having its executive offices at 171 Front Street, Owego, NY 13827 (the "Company") and Walter Villiger, with an address at Paradiesstrasse 25 CH – 8645 Jona, Switzerland (the "Investor").

EMPLOYMENT AGREEMENT
Employment Agreement • March 29th, 2013 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

This EMPLOYMENT AGREEMENT (the “Agreement”) effective September 1, 2012 (the “Effective Date”) is hereby executed by and between BioLife Solutions, Inc., a Delaware corporation (the “Company”) and Joseph Annicchiarico (the “Employee”).

BOARD OF DIRECTORS SERVICES AGREEMENT
Board of Directors Services Agreement • May 5th, 2015 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Board of Directors Services Agreement (this “Agreement”) is entered into as of this 4th day of May, 2015 by and between BioLife Solutions Inc., a Delaware corporation (the “Company”), and [ ], an individual (“Director”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 1st, 2008 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Note Purchase Agreement (this "Agreement") is entered into this 4th day of September, 2007, by and between BioLife Solutions, Inc., a Delaware corporation having its executive offices at 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021 (the "Company") and Thomas Girschweiler, with an address at Wissmannstrasse 15, CH 8057, Zurich, Switzerland (the "Investor").

SECURED CONVERTIBLE MULTI-DRAW TERM LOAN FACILITY AGREEMENT
Term Loan Facility Agreement • April 1st, 2008 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware

This Secured Convertible Multi-Draw Term Loan Facility Agreement (“Agreement”) is entered into as of the 11th day of January, 2008, by and between BioLife Solutions, Inc., a Delaware corporation having its executive officers at 3303 Monte Villa Parkway, Suite 310, Bothell, WA 98021 (the “Company”) and Thomas Girschweiler, with an address at Wissmannstrasse 15, CH 8057, Zurich, Switzerland (“Girschweiler”) and Walter Villiger, with an address at Paradiesstrasse 25, CH-8645, Jona, Switzerland (“Villiger”) (Girschweiler and Villiger being hereinafter collectively referred to as the “Investors” and individually as an “Investor”).

ASSIGNMENT AND AMENDMENT OF NOTE CONVERSION AGREEMENT
Note Conversion Agreement • February 12th, 2014 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington

This Assignment and Amendment of Note Conversion Agreement (the “Assignment Agreement”), dated as of the 11th day of February, 2014, is made and entered into by and among BioLife Solutions, Inc., a Delaware corporation (the “Company”), Thomas Girschweiler (the “Investor”), and Taurus4757 GmbH (the “Assignee”).

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