1 EXHIBIT 11.1 CRYOMEDICAL SCIENCES, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement") is dated as of May 30, 2001 by and between J. ANDREW GREULING ("Employee") and CRYOMEDICAL SCIENCES, INC., a Delaware corporation (the...Employment Agreement • August 14th, 2001 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • California
EXHIBIT 10.(j) OFFICE LEASE SUMMARY BAILEY PARK AT BARRETT THIS LEASE AGREEMENT (hereinafter referred to as the "Lease"), made and entered into on the 4th day of December, 2001, between SOUTHEAST OFFICE PARTNERS, L.L.C., 26 (hereinafter called...Lease Agreement • April 12th, 2002 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus
EXHIBIT 10 ---------- ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 10th, 2002 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
BETWEENLease Agreement • October 13th, 1995 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Maryland
2 3 Stock issuable upon conversion of the Series E Preferred Stock sold hereunder in the Registration Statement at the Company's cost and expense, and to keep such Registration Statement effective until such time as such shares of Common Stock may be...Stock Purchase Agreement • November 12th, 1998 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 10(y) EMPLOYMENT AGREEMENT made as of the 1st day of May, 1993, by and between CRYOMEDICAL SCIENCES, INC., a Delaware corporation (hereinafter referred to as the "Company"), and ZhaoHua Chang, Ph.D., residing at 19125 Hempstone Avenue,...Employment Agreement • October 13th, 1995 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Maryland
SECURITIES PURCHASE AGREEMENTSecurities 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”).
2 20. GENERAL PROVISIONS 5 (a) Entire Agreement 5 (b) Time of the Essence 5 (c) Separability 5 (d) No Waiver 5 (e) Cumulative Remedies 6 (f) Captions 6 (g) Notices 6 (h) Authority 6 (i) Applicable Laws 6Lease Agreement • April 2nd, 2001 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Maryland
EXHIBIT 10.1 EMPLOYMENT AGREEMENT made as of the 1st day of July, 2002 by and between CRYOMEDICAL SCIENCES, INC., a Delaware corporation (hereinafter referred to as the "Company"), and John G. Baust, residing at c/o BioLife Solutions, Inc., Suite 144,...Employment Agreement • November 14th, 2002 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
5,175,000 Shares BIOLIFE SOLUTIONS, INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting 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).
i) the Company's certificate of incorporation shall be amended to (A) reduce the authorized number of shares of (1) Common Stock from 50,000,000 shares to 25,000,000 shares, and (2) Preferred Stock from 9,378,800 shares to 1,000,000 shares, and (B)...Stock Purchase Agreement • April 12th, 1999 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
1 EXHIBIT 10(p) EMPLOYMENT AGREEMENT made as of the 24th day of May, 1996 by and between CRYOMEDICAL SCIENCES, INC., a Delaware corporation (hereinafter referred to as the "Company"), and Richard J. Reinhart, residing at 9 Garden Road, Lawrenceveille,...Employment Agreement • October 15th, 1996 • Cryomedical Sciences Inc • Electromedical & electrotherapeutic apparatus • Delaware
INDEMNIFICATION AGREEMENTIndemnification 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”).
Exhibit 10.8 ------------ RESEARCH AGREEMENT, entered into as of the 15th day of March, 2004, by and between BIOLIFE SOLUTIONS, INC., a Delaware corporation having its principal place of business at SUNY Park Science 3, Suite 144, Binghamton, NY 13902...Research Agreement • April 14th, 2004 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
PLACEMENT AGENCY AGREEMENTPlacement 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”.
EXHIBIT 10.5 EMPLOYMENT AGREEMENT made as of the 1st day of November, 2002 by and between BIOLIFE SOLUTIONS, INC., a Delaware corporation (hereinafter referred to as the "Company"), and ALAN F. RICH, residing at 9 Harvest Lane, North Reading, MA 01865...Employment Agreement • April 15th, 2003 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware
ContractExecutive Employment Agreement • February 29th, 2024 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Washington
EXECUTION VERSION BIOLIFE SOLUTIONS, INC. SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 19, 2023, between BioLife Solutions, Inc., a Delaware corporation (the “Company”), and the purchaser...Securities Purchase Agreement • October 19th, 2023 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
FORM OF SENIOR INDENTURE BETWEEN BIOLIFE SOLUTIONS, INC. AND AS TRUSTEE Dated as ofIndenture • 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”).
ContractBiolife 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.
INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • September 24th, 2019 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • New York
AMENDED EXECUTIVE EMPLOYMENT AGREEMENTAmended 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 ofBiolife 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 AGREEMENTExecutive 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, 2007Lease • 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.
EXHIBIT 10.9 COMMERCIAL LEASE AGREEMENT THIS LEASE DATED THIS 8TH DAY OF JANUARY, 2004 BETWEEN: FIELD AFAR PROPERTIES, LLC Address: 2 Court Street Owego, NY Telephone: 607 727-3382 Fax: 607 659-4532 (the "Landlord") OF THE FIRST PART - AND - BIOLIFE...Commercial Lease Agreement • April 11th, 2005 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Afar
ESCROW DEPOSIT AGREEMENTEscrow 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 AGREEMENTNote 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 AGREEMENTEmployment 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 AGREEMENTBoard 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 AGREEMENTNote 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 AGREEMENTTerm 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 AGREEMENTNote 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”).
