BioLife Solutions
Annual Report 2017

Plain-text annual report

Morningstar® Document Research℠ FORM 10-KBIOLIFE SOLUTIONS INC - BLFSFiled: March 09, 2018 (period: December 31, 2017)Annual report with a comprehensive overview of the companyThe information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The userassumes all risks for any damages or losses arising from any use of this information, except to the extent such damages or losses cannot belimited or excluded by applicable law. Past financial performance is no guarantee of future results. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 10-K (Mark One)þþ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the year ended December 31, 2017 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission File Number 001-36362 BioLife Solutions, Inc.(Exact name of registrant as specified in its charter) DELAWARE94-3076866(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.) 3303 MONTE VILLA PARKWAY, SUITE 310, BOTHELL, WASHINGTON, 98021(Address of registrant’s principal executive offices, Zip Code) (425) 402-1400(Telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act:COMMON STOCK, $0.001 PAR VALUE Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe Registrant was required to submit and post said files). Yes þ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to thisForm 10-K. ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company þ Emerging Growth Company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ As of the registrant’s most recently completed second fiscal quarter, the aggregate market value of common equity held by non-affiliates was $15,192,728. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.As of February 28, 2018, 14,120,998 shares of the registrant’s common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxystatement relating to the Annual Meeting of Shareholders to be held in 2018, which definitive proxy statement shall be filed with the Securities andExchange Commission within 120 days after the end of the fiscal year to which this Report relates. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Table of Contents Page No. PART I ITEM 1.BUSINESS3ITEM 1A.RISK FACTORS7ITEM 1B.UNRESOLVED STAFF COMMENTS13ITEM 2.PROPERTIES13ITEM 3.LEGAL PROCEEDINGS14ITEM 4.MINE SAFETY DISCLOSURES14 PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES14ITEM 6.SELECTED FINANCIAL DATA15ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS15ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK21ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA21 INDEX TO FINANCIAL STATEMENTS21 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM22ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE39ITEM 9A.CONTROLS AND PROCEDURES39ITEM 9B.OTHER INFORMATION39 PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE40ITEM 11.EXECUTIVE COMPENSATION40ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS40ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE40ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES40 PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES40ITEM 16.FORM 10-K SUMMARY40SIGNATURES 41 2 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. PART I ITEM 1.BUSINESS References in this Form 10-K to “BioLife”, the “Company,” “we,” “us” or “our” refer to BioLife Solutions, Inc. The information in this Annual Report onForm 10-K contains certain forward-looking statements, including statements related to our products, customers, regulatory approvals, markets for ourproducts, future financial and operational performance, capital requirements, intellectual property, suppliers, joint venture partners, controllingshareholders and trends in our business that involve risks and uncertainties. Our actual results may differ materially from the results discussed in theforward-looking statements. Factors that might cause such a difference include those discussed in “Business,” “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed elsewhere in this Annual Report on Form 10-K. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to publicly update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Report We were incorporated in Delaware in 1987 under the name Trans Time Medical Products, Inc. In 2002, the Company, then known as Cryomedical Sciences,Inc., and engaged in manufacturing and marketing cryosurgical products, completed a merger with our wholly-owned subsidiary, BioLife Solutions, Inc.,which was engaged as a developer and marketer of biopreservation media products for cells and tissues. Following the merger, we changed our name toBioLife Solutions, Inc. For a summary of recent developments, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Business Overview We develop, manufacture and market a portfolio of biopreservation tools for cells, tissues, and organs, including proprietary clinical grade cell and tissuehypothermic storage and cryopreservation freeze media. Our products are used in basic and applied research on, and commercialization of, new biologic based therapies by maintaining the health and function ofbiologic source material and finished products during manufacturing, distribution, and patient delivery. Our product offerings include: ·Patented hypothermic storage and cryopreservation freeze media products for cells, tissues, and organs·Generic blood stem cell freezing and cell thawing media products·Custom product formulation and custom packaging services·Contract aseptic manufacturing formulation, fill, and finish services of liquid media products Our proprietary, clinical grade HypoThermosol ® FRS and CryoStor ® biopreservation media products are marketed to the regenerative medicine,biobanking, drug discovery markets including hospital-based stem cell transplant centers, pharmaceutical companies, cord blood and adult stem cell banks,hair transplant centers, and suppliers of cells to the drug discovery, toxicology testing and diagnostic markets, including private and public cell therapycompanies. All of our biopreservation media products are serum-free and protein-free, fully defined, and are manufactured under current Good ManufacturingPractices (cGMP) using United States Pharmacopia (USP)/Multicompendial or the highest available grade components. Our patented biopreservation media products are formulated to reduce preservation-induced, delayed-onset cell damage and death. Our platform enablingtechnology provides our customers significant shelf life extension of biologic source material and final cell products, and also greatly improves post-preservation cell and tissue viability and function. We estimate our products have been incorporated in over 275 regenerative medicine applications,including numerous chimeric antigen receptor (CAR) and other T cell receptor (TCR) types. On December 31, 2016, we restructured our biologistex CCM, LLC joint venture (“biologistex” or “SAVSU”) with Savsu Technologies, LLC (“STLLC”),whereby we contributed certain assets, including our outstanding loan owed by biologistex, and STLLC contributed certain assets, including all cold chainmanagement intellectual property, into SAVSU. The new venture, SAVSU, is in the business of acquiring, developing, maintaining, owning, operating,leasing and selling an integrated platform of a cloud-based information service and precision thermal shipping products. Prior to the restructuring, we owneda 52% ownership interest in biologistex. As a result for consideration given by both parties, we owned a 45% interest in SAVSU, which was subsequentlyscheduled to be reduced to 25% on December 31, 2018. In addition, we agreed to provide certain sales and marketing services to SAVSU, in exchange for acommission on Company generated revenue. On January 22, 2018, as a result of SAVSU signing a global distribution agreement with World Courier, weamended our agreement with SAVSU to fix our equity position at 35%, prior to any dilution created by financing activities post December 31, 2016, andterminated the sales and marketing services agreement. See our 2016 10-K “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional details. 3 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Products and Services Overview Biopreservation Media Stability (shelf life) and functional recovery are crucial aspects of academic research and clinical practice in the biopreservation of biologic-based sourcematerial, intermediate derivatives, and isolated/derived/expanded cellular products. Limited stability is especially critical in the regenerative medicine field,where harvested cells and tissues, if not maintained appropriately at normothermic body temperature (98.6ºF/37ºC) or stored in a hypothermic state in aneffective preservation medium, will lose viability over time. Chilling (hypothermia) is used to reduce metabolism and delay degradation of harvested cells,tissues, and organs. However, subjecting biologic material to hypothermic environments induces damaging molecular stress and structural changes. Althoughcooling successfully reduces metabolism (i.e., lowers demand for energy), various levels of cellular damage and death occur when using suboptimal methods.Traditional preservation media range from simple “balanced salt” (electrolyte) formulations to complex mixtures of electrolytes, energy substrates such assugars, osmotic buffering agents and antibiotics. The limited stability which results from the use of these traditional biopreservation media formulations is asignificant shortcoming that our optimized products address with great success. Our scientific research activities over the last 20+ years enabled a detailed understanding of the molecular basis for the hypothermic and cryogenic (low-temperature induced) damage/destruction of cells through apoptosis and necrosis. This research led directly to the development of our HypoThermosol® FRSand CryoStor® technologies. Our patented preservation media products are specifically formulated to: ·Minimize cell and tissue swelling·Reduce free radical levels upon formation·Maintain appropriate low temperature ionic balances·Provide regenerative, high energy substrates to stimulate recovery upon warming·Avoid the creation of an acidic state (acidosis)·Inhibit the onset of apoptosis and necrosis A key feature of our preservation media products is their “fully-defined” profile. All of our cGMP products are serum-free, protein-free and are formulated andfilled using aseptic processing, utilizing USP/Multicompendial grade or highest quality available synthetic components. All of these features benefitprospective customers by facilitating the qualification process required to incorporate our products into their regulatory filings and hence patient deliveryprocesses. The results of independent testing demonstrate that our biopreservation media products significantly extend shelf-life and improve cell and tissue post-thawviability and function, which may, in turn, improve clinical and commercial outcomes for existing and new cell and tissue therapy applications. Our productshave demonstrated improved biopreservation outcomes for a broad array of cell and tissue types including stem cells isolated from umbilical and peripheralblood, bone marrow, adipose tissue, liver, tendon, and umbilical cord tissue, and also for induced pluripotent stem cells including hepatocytes, endothelialcells, and neuronal cells, hepatocytes isolated from non-transplantable livers, chondrocytes isolated from cartilage, and dermal fibroblasts and muscle cellsisolated from tissue biopsies. Competing biopreservation media products are often formulated with simple isotonic media cocktails, animal serum, potentially a single sugar or humanprotein. A key differentiator of our proprietary HypoThermosol FRS formulation is the engineered optimization of the key ionic component concentrationsfor low temperature environments, as opposed to normothermic body temperature around 37°C, as found in culture media or saline-based isotonic formulas.Competing cryopreservation freeze media is often comprised of a single permeating cryoprotectant such as dimethyl sulfoxide (“DMSO”). Our CryoStorformulations incorporate multiple permeating and non-permeating cryoprotectant agents, which allow for multiple mechanisms of protection and reduces thedependence on a single cryoprotectant. Across a broad spectrum of cell and tissue types, our products have proven more effective in reducing post-preservation and post-thaw necrosis and apoptosisas compared to commercial and home-brew isotonic and extracellular formulations. This results in greatly extended shelf life and improved post-preservationviability. Biopreservation Media Opportunity According to Global Market Insights, “Biopreservation Market Size” published in September 2016, the total biopreservation market is expected to be $9.7billion by 2024, with our current addressable media market expected to be $1.3 billion by 2024. Our current addressable portion of the market is the demandfor reagents used to store, ship and freeze source material and manufactured doses of cell-based products and therapies. Regenerative Medicine The emerging field of regenerative medicine is unique in its aim to augment, repair, replace or regenerate organs and tissue that have been damaged bydisease, injury or even the natural aging process. This rapidly evolving, interdisciplinary field is transforming healthcare by translating fundamental scienceinto a variety of regenerative technologies including biologics, chemical compounds, materials and devices. It differs from other fields of medicine in thearray of disciplines it brings together and in its ability to create or harness the body’s innate healing capacity. We continue to educate the regenerative medicine market about the impact of effective biopreservation on the ability to create commercially viablemanufactured products with participation in scientific conferences and industry trade events by exhibiting, presenting scientific and business lectures, andsponsoring industry association events. We are a corporate or affiliate member of the Alliance for Regenerative Medicine, the BEST Collaborative, and theInternational Society for Cellular Therapy. 4 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We have secured a valuable position as a supplier of critical reagents to several commercial companies and estimate that our biopreservation media productsare incorporated in over 275 applications for new cell and tissue-based regenerative medicine products and therapies. A significant number of applicationsinvolve CAR-T cells and other types of T cells and mesenchymal stem cells targeting blood cancers, solid tumors and other leading causes of death anddisability. We estimate that annual revenue from each application in which our products are used could range from $0.5 million to $2.0 million, if suchapplication is approved and our customer commences large scale commercial manufacturing of the biologic based therapy. Drug Discovery Our customers in the drug screening market are pharmaceutical companies that grow and preserve various cell types to measure pharmacologic effects andtoxicity of new drug compounds, and also cell suppliers that provide preserved live cells for end-user testing in pharmaceutical companies. Our productsspecifically address this need by enhancing yield, viability and functionality of previously preserved cells. Biobanking The biobanking industry includes public and private cord blood banks, adult stem cell banks, tissue banks, hair transplant centers, cryopreservation ofplatelets and biorepositories. To continue to generate awareness of the need for effective preservation, we are a sponsor and member of the AABB and theCord Blood Association. We also provide expertise when needed to the top biobanking enterprises. Principal Products HypoThermosol® FRS biopreservation media is a novel, engineered, optimized hypothermic storage and shipping media product. This proprietary,optimized formulation mitigates temperature-induced molecular cell stress responses that occur during chilling and re-warming of biologics, intermediateproducts, and final cell products intended for research and clinical applications. Serum-free, protein-free HypoThermosol FRS is designed to providemaximum storage and shipping stability for biologics at 2° to 8°C. HypoThermosol FRS is manufactured under cGMP and is tested to USP <71> Sterility andUSP <85> Endotoxin standards. CryoStor® cryopreservation freeze media products have been designed to mitigate temperature-induced molecular cell stress responses during freezing andthawing. CryoStor proprietary freeze media products are intended for cryopreservation of biologics at subzero temperatures (most often utilized within therange of -80 to -196°C). All CryoStor products are pre-formulated with USP/EP grade DMSO, a permeating cryoprotective agent which helps mitigate damagefrom the formation of intracellular and extracellular ice. CryoStor is offered in several packages and pre-formulated with DMSO in final concentrations of 2%,5%, and 10%. CryoStor is manufactured under cGMP and is tested to USP <71> Sterility and USP <85> Endotoxin standards. BloodStor® freeze media is a series of generic cGMP freeze media products used to cryopreserve stem and other cells isolated from umbilical cord blood,peripheral blood, and bone marrow where the processing methods require addition of high concentration DMSO. BloodStor 55-5 is pre-formulated with 55%(w/v) DMSO USP/EP, 5% (w/v) Dextran-40 USP/EP, and Water for Injection (WFI) quality water. BloodStor 100 contains 100% (w/v) DMSO USP/EP.BloodStor 27 NaCl is pre-formulated with 27% (w/v) DMSO in saline USP-grade components and Water for Injection (WFI) quality water. BloodStor ismanufactured under cGMP and tested to USP <71> Sterility and USP <85> Endotoxin standards. Cell Thawing Media provides Dextran and saline for washing cryopreserved cells and tissues to dilute or remove cryoprotectants. Cell thawing media is pre-formulated with 10% Dextran 40 in 0.9% NaCl and 10% Dextran 40 in 5% Dextrose. Competition Biopreservation Media We believe that in-house formulated biopreservation media, whereby the user purchases raw ingredients and manually mixes the ingredients, satisfies thelarge majority of the annual worldwide demand. Commercial competitors, in most cases, are supplying isotonic, non-optimized preservation media andinclude VWR, Sigma-Aldrich, Lonza, Life Technologies, STEMCELL Technologies, and several smaller companies. Several of our competitors alsodistribute our premium products. These and other companies may have developed or could in the future develop new technologies that compete with ourproducts or even render our products obsolete. 5 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We believe that our products offer significant advantages over in-house formulations including, time saving, improved quality of components, more rigorousquality control release testing, and improved preservation efficacy. We believe that a company’s competitive position in the markets we compete in isdetermined by product function, product quality, speed of delivery, technical support, price, and distribution capabilities. Our customers are diverse and mayplace varying degrees of importance on the competitive attributes listed above. While it is difficult to rank these attributes for all our customers in theaggregate, we believe we are well positioned to compete in each category. We expect competition to intensify with respect to the areas in which we areinvolved as the market expands and technical advances are made and become more widely known. BUSINESS OPERATIONS Sales and Marketing We market and sell our products directly using our sales force and through our website at www.biolifesolutions.com. Our products are also marketed anddistributed by STEMCELL Technologies, Sigma-Aldrich, and several other regional distributors under non-exclusive agreements. We are committed tobecoming and remaining a trusted, critical supplier to our customers. This requires us to employ scientific team members in sales and support roles. Ourtechnical application support team consists of individuals with extensive experience in cell processing, biopreservation, and cryobiology. In each of the years 2017 and 2016, we derived approximately 12% of our revenue from our relationship with one distributor of our products. At December 31, 2017, two customers accounted for 41% of gross accounts receivable. Manufacturing and Distribution We maintain and operate two independent cGMP clean room production suites for our biopreservation media products. Since December 2009, our qualitymanagement system (QMS) has remained certified to ISO 13485:2003. Our QMS is compliant with applicable sections of 21 CFR Part 820 - Quality SystemRegulation for Good Manufacturing Practice of medical devices, 21 CFR Parts 210 and 211 covering GMP for Aseptic Production, Volume 4, EU Guidelines,Annex 1 for the Manufacture of Sterile Medicinal Products, ISO 13408 for aseptic processing of healthcare products, and ISO 14644, clean rooms andassociated controlled environments. We rely on outside suppliers for all of our manufacturing supplies, parts and components. To date, we have notexperienced significant difficulties in obtaining raw materials for the manufacture of our biopreservation media products. Support We provide product support through a combination of channels including phone, chat, web, social media, and email. These support services are delivered byour customer care and scientific teams. These teams are responsible for providing timely, high-quality technical expertise on all our products. Product Approval Regulation None of our products are subject to any specific United States Food and Drug Administration (“FDA”) or other non-US pre-market approval for drugs,devices, or biologics. We are not required to sponsor formal prospective, controlled clinical-trials in order to establish safety and efficacy. However, tosupport our current and prospective clinical customers, we manufacture and release our products in compliance with cGMP and other relevant qualitystandards. To assist customers with their regulatory applications, we maintain Type II Master Files at the FDA for CryoStor®, HypoThermosol® FRS, and our CellThawing Media products, which provide the FDA with information regarding our manufacturing facility and process, our quality system, and stability andsafety testing that has been performed. Customers engaged in clinical applications may notify the FDA of their intention to use our products in their productdevelopment and manufacturing process by requesting a cross-reference to our master files. 6 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. There can be no assurance that we will not be required to obtain approval from the FDA or foreign regulatory authorities prior to marketing any of ourproducts in the future. Principal Offices Our principal executive offices are located at 3303 Monte Villa Parkway, Suite 310, Bothell, Washington 98021 and the telephone number is (425) 402-1400. Information about us is available on our website http://www.biolifesolutions.com. The information contained on our website or that can be accessedthrough our website does not constitute part of this annual report and is not incorporated in any manner into this annual report. Intellectual Property Currently, we have five issued and unexpired U.S. patents, two issued Australian patents, one issued European patent, one issued Japanese patent, and severalpending patent applications. We have also obtained certain trademarks and tradenames for our products to distinguish our genuine products from ourcompetitors’ products and we maintain certain details about our processes, products, and strategies as trade secrets. While we believe that the protection ofpatents and trademarks is important to our business, we also rely on a combination of trade secrets, nondisclosure and confidentiality agreements, scientificexpertise and continuing technological innovation to maintain our competitive position. Despite these precautions, it may be possible for unauthorized thirdparties to copy certain aspects of our products and/or to obtain and use information that we regard as proprietary. The laws of some foreign countries in whichwe may sell our products do not protect our proprietary rights to the same extent as do the laws of the United States. Product Development Currently, we employ a team of three researchers, all of whom hold Ph.D. degrees in molecular biology or related fields who are responsible for bringing newbiopreservation products to market. We also conduct collaborative research with several leading academic and commercial entities in our strategic markets. During 2017, we incurred costs of approximately $1.2 million on research and development activities. During 2016, we incurred costs of approximately $2.7million on research and development activities, including $0.7 million in cost related to the development of internal use software which were capitalized byour joint venture, biologistex CCM, LLC. The capitalized costs related to biologistex internal use software are no longer included in our consolidatedfinancial statements on or after December 31, 2016 due to the deconsolidation of biologistex. See Note 1 to the Company’s Consolidated FinancialStatements in Item 8 for additional information about the biologistex joint venture restructuring on December 31, 2016. Employees As of February 28, 2018, we had 40 full time employees. Our employees are not covered by any collective bargaining agreement. We consider relations withour employees to be good. Available Information We maintain a website at http://www.biolifesolutions.com. The information contained on or accessible through our website is not part of this Annual Reporton Form 10-K. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or furnishedpursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), are available free of charge on our website as soon asreasonably practicable after we electronically file such reports with, or furnish those reports to, the Securities and Exchange Commission (the “SEC”). Anyinformation we filed with the SEC may be accessed and copied at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. Informationmay be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, andother information regarding issuers that file electronically with the SEC at http://www.sec.gov. ITEM 1A.RISK FACTORS Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all ofthe other information contained in this annual report, before deciding to invest in our common stock. If any of the following risks materialize, our business,financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price of our common stockcould decline and you could lose all or part of your investment. 7 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Risks Related to Our Business The majority of our net sales come from a relatively small number of customers and a limited number of market sectors; if we lose any of these customers orif there are problems in those market sectors, our net sales and operating results could decline significantly. In each of the years 2017 and 2016, we derived approximately 12% of our revenue from our relationship with one distributor of our products. No othercustomer accounted for more than 10% of revenue in 2017 or 2016. Our principal customers may vary from period to period, and our principal customers maynot continue to purchase products from us at current levels, or at all. Significant reductions in net sales to any of these customers or our failure to makeappropriate choices to the customers we serve, could seriously harm our business. In addition, we focus our sales to customers in only a few market sectors.Each of these sectors is subject to macroeconomic conditions as well as trends and conditions that are sector specific. Shifts in the performance of a sectorserved by us, as well as the economic, business and/or regulatory conditions that affect the sector, or our failure to choose appropriate sectors can particularlyimpact us. Any weakness in the market sectors in which our customers are concentrated could affect our business and results of operations. We have a history of losses and may never achieve or maintain profitability. We have incurred annual consolidated operating losses since inception and may continue to incur operating losses. For the fiscal years ended December 31,2017 and December 31, 2016, we had consolidated net losses attributable to BioLife of $2.5 million and $6.9 million, respectively. As of December 31, 2017,our consolidated accumulated deficit was approximately $74.0 million. We may not be able to successfully achieve or sustain profitability. Successfultransition to profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure. We may need additional capital to reach and maintain a sustainable level of positive cash flow and if we raise such additional capital through theissuance of equity or convertible debt securities, your ownership will be diluted, and equity securities issued may have rights, preferences and privilegessuperior to the shares of common stock. If we are unable to achieve profitability sufficient to permit us to fund our operations and other planned actions, we may be required to raise additionalcapital. There can be no assurance that such capital would be available on favorable terms, or at all. If we raise additional capital through the issuance ofequity or convertible debt securities, the percentage ownership held by existing stockholders may be reduced, and the market price of our common stockcould fall due to an increased number of shares available for sale in the market. Further, our board has the authority to establish the designation of additionalshares of preferred stock that may be convertible into common stock without any action by our stockholders, and to fix the rights, preferences, privileges andrestrictions, including voting rights, of such shares. Any such additional shares of preferred stock may have rights, preferences and privileges senior to thoseof outstanding common stock, and the issuance and conversion of any such preferred stock would further dilute the percentage ownership of ourstockholders. Debt financing, if available, may involve restrictive covenants, which may limit our operating flexibility with respect to certain businessmatters. If we are unable to secure additional capital as circumstances require, we may not be able to fund our planned activities or continue our operations. There is uncertainty surrounding our continued ability to successfully commercialize our HypoThermosol® FRS and CryoStor® biopreservation mediaproducts. Our growth depends on our continued ability to successfully develop, commercialize and market our HypoThermosol® FRS, CryoStor®, and BloodStor®biopreservation media products. Even in markets that do not require us to obtain regulatory approvals, our products will not be used unless they present anattractive alternative to competitive products and the benefits and cost savings achieved through their use outweigh the cost of our products. If we are unableto develop and sustain a market for our products, this will have a material adverse effect on our results of operations and our ability to continue and grow ourbusiness. The success of our HypoThermosol® FRS and CryoStor® biopreservation media products is dependent, in part, on successful customer regulatoryapprovals and commercial success of new regenerative medicine products and therapies. Our HypoThermosol® FRS and CryoStor® biopreservation media products are marketed to biotechnology companies and research institutions engaged inresearch and development of cell, gene and tissue engineering therapies. The end-products or therapies developed by these biotechnology companies andresearch institutions are subject to substantial regulatory oversight by the FDA and other regulatory bodies, and many of these therapies are years away fromcommercialization. Thus demand, if any, for HypoThermosol® FRS and CryoStor® is expected to be limited for several years. Failure of the end-productsthat use our biopreservation media products to receive regulatory approvals and be successfully commercialized will have an adverse effect in the demand forour products. We face significant competition. The life sciences industry is highly competitive. We anticipate that we will continue to face increased competition as existing companies develop new orimproved products and as new companies enter the market with new technologies. Many of our competitors are significantly larger than us and have greaterfinancial, technical, research, marketing, sales, distribution and other resources than us. There can be no assurance that our competitors will not succeed indeveloping or marketing technologies and products that are more effective or commercially attractive than any that are being developed or marketed by us,or that such competitors will not succeed in obtaining regulatory approval, or introducing or commercializing any such products, prior to us. Suchdevelopments could have a material adverse effect on our business, financial condition and results of operations. Also, even if we can compete successfully,there can be no assurance that we could do so in a profitable manner. 8 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We are dependent on outside suppliers for all our manufacturing supplies. We rely on outside suppliers for all our manufacturing supplies, parts and components. Although we believe we could develop alternative sources of supplyfor most of these components within a reasonable period of time, there can be no assurance that, in the future, our current or alternative sources will be able tomeet all our demands on a timely basis. Unavailability of necessary components could require us to re-engineer our products to accommodate availablesubstitutions, which could increase costs to us and/or have a material adverse effect on manufacturing schedules, products performance and marketacceptance. In addition, an uncorrected defect or supplier’s variation in a component or raw material, either unknown to us or incompatible with ourmanufacturing process, could harm our ability to manufacture products. We might not be able to find a sufficient alternative supplier in a reasonable amountof time, or on commercially reasonable terms, if at all. If we fail to obtain a supplier for the components of our products, our operations could be disrupted. Our investment in SAVSU may be adversely impacted by the failure of SAVSU. We own a minority equity interest in SAVSU and we have limited control over management decisions. Accordingly, our ability to profit from our equityinterest in SAVSU will be largely dependent on the current management of SAVSU. SAVSU faces all the inherent risks associated with the development,marketing and operation of a new product line. In addition, we face the risk that SAVSU will not be able to fulfill product orders based on our sales effort. IfSAVSU fails to fulfill its obligations due to strategic business interests, financial condition or otherwise, SAVSU may be required to raise additional capital,which will dilute our ownership, or SAVSU may not be able to continue its operations, in which case we may suffer losses. Our success will depend on our ability to attract and retain key personnel. In order to execute our business plan, we must attract, retain and motivate highly qualified managerial, scientific, manufacturing, and sales personnel. If wefail to attract and retain skilled scientific and sales personnel, our sales efforts will be hindered. Our future success depends to a significant degree upon thecontinued services of key scientific and technical personnel. If we do not attract and retain qualified personnel, we will not be able to achieve our growthobjectives. If we were to be successfully sued related to our products, operations or other activities, we could face substantial liabilities that may exceed our resources. We may be held liable if any of our products or operations cause injury or death. We are subject to certain litigation described under “Item 3. LegalProceedings”, and may also face other types of litigation, including those related to alleged breaches of contract or applicable laws or of our duties to thirdparties. We currently maintain commercial general and umbrella liability policies and a product liability insurance policy. When necessary for our products,we intend to obtain additional product liability insurance. Insurance coverage may be prohibitively expensive, may not fully cover potential liabilities ormay not be available in the future. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential productliability claims could prevent or inhibit the commercialization of our products. If we were to be sued for any injury caused by or associated with our productsor operations or in connection with other matters, or if our existing litigation proceeds, the litigation could consume substantial time and attention of ourmanagement, and the resulting liability could have a material adverse effect on us. Regulatory or other difficulties in manufacturing could have an adverse effect upon our expenses and our product revenues. We currently manufacture all our biopreservation media products. The manufacture of these products is difficult, complex and highly regulated. To supportour current and prospective clinical customers, we intend to comply with cGMP in the manufacture of our products. Our ability to adequately and in a timelymanner manufacture and supply our biopreservation media products is dependent on the uninterrupted and efficient operation of our facilities and those ofthird-parties producing supplies upon which we rely in our manufacturing. The manufacture of our products may be impacted by: ·availability or contamination of raw materials and components used in the manufacturing process, particularly those for which we have noother source or supplier;·the ongoing capacity of our facilities;·our ability to comply with regulatory requirements, including our ability to comply with cGMP;·inclement weather and natural disasters;·changes in forecasts of future demand for product components;·potential facility contamination by microorganisms or viruses;·updating of manufacturing specifications; and·product quality success rates and yields. 9 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. If efficient manufacture and supply of our products is interrupted, we may experience delayed shipments or supply constraints. If we are at any time unable toprovide an uninterrupted supply of our products to customers, our customers may be unable to supply their end-products incorporating our products to theirpatients and other customers, which could materially and adversely affect our product sales and results of operations. We are registered with FDA as a contract manufacturer. Our contract-manufacturing customers may require us to comply with cGMP requirements and mayaudit our compliance with cGMP standards. If a customer finds us to be out of compliance with cGMP standards, this could have a material adverse effect onour ability to retain and attract contract manufacturing customers. If we become subject to additional regulatory requirements, the manufacture and sale of our products may be delayed or prevented, or we may becomesubject to increased expenses. None of our products are subject to FDA or other regulatory approvals. In particular, we are not required to sponsor formal prospective, controlled clinical-trials to establish safety and efficacy. However, there can be no assurance that we will not be required to obtain approval from the FDA, or foreign regulatoryauthorities, as applicable, prior to marketing any of our products in the future. Any such requirements could delay or prevent the sale of our products or maysubject us to additional expenses. We may be adversely affected if we violate privacy and security regulations or suffer a data breach. Federal and state laws protect the confidentiality of certain patient health information, including patient records, and restrict the unauthorized use anddisclosure of such information. In particular, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and its implementing privacy,security, and breach notification regulations (collectively, HIPAA Standards), govern the use and disclosure of protected health information by “coveredentities,” which are healthcare providers that submit electronic claims, health plans and healthcare clearinghouses, as well as their “business associates” andtheir subcontractors. Our employee health benefit plans are considered “covered entities” and, therefore, are subject to the HIPAA Standards. We may be adversely affected if our internal control over financial reporting fails or is circumvented. We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies. We are required under theSarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting, but as a smaller reporting company we are exempt from therequirement to have our independent accountants attest to our internal control over financial reporting. If it were to be determined that our internal controlover financial reporting is not effective, such shortcoming could have an adverse effect on our business and financial results and the price of our commonstock could be negatively affected. This reporting requirement could also make it more difficult or more costly for us to obtain certain types of insurance,including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs toobtain the same or similar coverage. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and canprovide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure or circumvention of the controls and procedures orfailure to comply with regulation concerning control and procedures could have a material effect on our business, results of operation and financialcondition. Any of these events could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of ourfinancial statements, which ultimately could negatively affect the market price of our shares, increase the volatility of our stock price and adversely affect ourability to raise additional funding. The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on ourboard and our board committees and as executive officers. Risks Related to Our Intellectual Property Expiration of our patents may subject us to increased competition and reduce or eliminate our opportunity to generate product revenue. The patents for our products have varying expiration dates and, when these patents expire, we may be subject to increased competition and we may not beable to recover our development costs. In some of the larger economic territories, such as the United States and Europe, patent term extension/restoration maybe available. We cannot, however, be certain that an extension will be granted or, if granted, what the applicable time or the scope of patent protectionafforded during any extended period will be. If we are unable to obtain patent term extension/restoration or some other exclusivity, we could be subject toincreased competition and our opportunity to establish or maintain product revenue could be substantially reduced or eliminated. Furthermore, we may nothave sufficient time to recover our development costs prior to the expiration of our U.S. and non-U.S. patents. US Patent 6,045,990, which provides patent coverage relating to HypoThermosol® FRS, will expire in April 2019, and its foreign patent counterparts willexpire in July 2019, reducing the barrier to entry for competition for this product, which may materially affect the pricing of HypoThermosol® FRS and ourability to retain market share. We may file extensions for this patent. We hold various trade secrets and other confidential know-how related to themanufacturing and testing of our products which limit our exposure upon the expiration of US patent 6,045,990. 10 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Our proprietary rights may not adequately protect our technologies and products. Our commercial success will depend on our ability to obtain patents and/or regulatory exclusivity and maintain adequate protection for our technologies andproducts in the United States and other countries. We will be able to protect our proprietary rights from unauthorized use by third parties only to the extentthat our proprietary technologies and products are covered by valid and enforceable patents or are effectively maintained as trade secrets. We intend to apply for additional patents covering both our technologies and products, as we deem appropriate. We may, however, fail to apply for patentson important technologies or products in a timely fashion, if at all. Our existing patents and any future patents we obtain may not be sufficiently broad toprevent others from practicing our technologies or from developing competing products and technologies. In addition, the patent positions of life scienceindustry companies are highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. As a result,the validity and enforceability of our patents cannot be predicted with certainty. In addition, we cannot guarantee that: ·we were the first to make the inventions covered by each of our issued patents and pending patent applications;·we were the first to file patent applications for these inventions;·others will not independently develop similar or alternative technologies or duplicate any of our technologies;·any of our pending patent applications will result in issued patents;·any of our patents will be valid or enforceable;·any patents issued to us will provide us with any competitive advantages, or will not be challenged by third parties; and·we will develop additional proprietary technologies that are patentable, or the patents of others will not have an adverse effect on ourbusiness. The actual protection afforded by a patent varies on a product-by-product basis, from country to country and depends on many factors, including the type ofpatent, the scope of its coverage, the availability of regulatory related extensions, the availability of legal remedies in a particular country and the validityand enforceability of the patents. Our ability to maintain and solidify our proprietary position for our products will depend on our success in obtainingeffective claims and enforcing those claims once granted. Our issued patents and those that may be issued in the future, or those licensed to us, may bechallenged, invalidated, unenforceable or circumvented, and the rights granted under any issued patents may not provide us with proprietary protection orcompetitive advantages against competitors with similar products. We also rely on trade secrets to protect some of our technology, especially where it isbelieved that patent protection is inappropriate or unobtainable. However, trade secrets are difficult to maintain. While we use reasonable efforts to protectour trade secrets, our employees, consultants, contractors or scientific and other advisors may unintentionally or willfully disclose our proprietaryinformation to competitors. Enforcement of claims that a third party has illegally obtained and is using trade secrets is expensive, time consuming anduncertain. In addition, non-U.S. courts are sometimes less willing than U.S. courts to protect trade secrets. If our competitors independently developequivalent knowledge, methods and know-how, we would not be able to assert our trade secrets against them and our business could be harmed. We may not be able to protect our intellectual property rights throughout the world. Filing, prosecuting and defending patents on all our products in every jurisdiction would be prohibitively expensive. Competitors may use our technologiesin jurisdictions where we have not obtained patent protection to develop their own products. These products may compete with our products and may not becovered by any patent claims or other intellectual property rights. The laws of some non-U.S. countries do not protect intellectual property rights to the same extent as the laws of the United States, and many companies haveencountered significant problems in protecting and defending such rights in foreign jurisdictions. The legal systems of certain countries, particularly certaindeveloping countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to biotechnology, whichcould make it difficult for us to stop the infringement of our patents. Proceedings to enforce our patent rights in foreign jurisdictions could result insubstantial cost and divert our efforts and attention from other aspects of our business. If we fail to protect our intellectual property rights, our competitors may take advantage of our ideas and compete directly against us. Our success will depend to a significant degree on our ability to secure and protect intellectual property rights and enforce patent and trademark protectionsrelating to our technology. While we believe that the protection of patents and trademarks is important to our business, we also rely on a combination ofcopyright, trade secret, nondisclosure and confidentiality agreements, know-how and continuing technological innovation to maintain our competitiveposition. From time to time, litigation may be advisable to protect our intellectual property position. However, these legal means afford only limitedprotection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Any litigation in this regard could be costly,and it is possible that we will not have sufficient resources to fully pursue litigation or to protect our intellectual property rights. This could result in therejection or invalidation of our existing and future patents. Any adverse outcome in litigation relating to the validity of our patents, or any failure to pursuelitigation or otherwise to protect our patent position, could materially harm our business and financial condition. In addition, confidentiality agreements withour employees, consultants, customers, and key vendors may not prevent the unauthorized disclosure or use of our technology. It is possible that theseagreements will be breached or that they will not be enforceable in every instance, and that we will not have adequate remedies for any such breach.Enforcement of these agreements may be costly and time consuming. Furthermore, the laws of foreign countries may not protect our intellectual propertyrights to the same extent as the laws of the United States. 11 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights and we may be unableto protect our rights to, or use of, our technology. If we choose to go to court to stop someone else from using the inventions claimed in our patents or our licensed patents, that individual or company has theright to ask the court to rule that these patents are invalid and/or should not be enforced against that third party. These lawsuits are expensive and wouldconsume time and other resources even if we were successful in stopping the infringement of these patents. In addition, there is a risk that the court willdecide that these patents are invalid or unenforceable and that we do not have the right to stop the other party from using the inventions. There is also the riskthat, even if the validity or enforceability of these patents is upheld, the court will refuse to stop the other party on the grounds that such other party’sactivities do not infringe our rights. If we wish to use the technology claimed in issued and unexpired patents owned by others, we will need to obtain a license from the owner, enter intolitigation to challenge the validity or enforceability of the patents or incur the risk of litigation in the event that the owner asserts that we infringed itspatents. The failure to obtain a license to technology or the failure to challenge an issued patent that we may require to discover, develop or commercializeour products may have a material adverse effect on us. If a third-party asserts that we infringed its patents or other proprietary rights, we could face a number of risks that could seriously harm our results ofoperations, financial condition and competitive position, including: ·patent infringement and other intellectual property claims, which would be costly and time consuming to defend, whether or not the claimshave merit, and which could delay a product and divert management’s attention from our business;·substantial damages for past infringement, which we may have to pay if a court determines that our product or technologies infringe acompetitor’s patent or other proprietary rights;·a court prohibiting us from selling or licensing our technologies unless the third party licenses its patents or other proprietary rights to uson commercially reasonable terms, which it is not required to do; and·if a license is available from a third party, we may have to pay substantial royalties or lump-sum payments or grant cross licenses to ourpatents or other proprietary rights to obtain that license. The biotechnology industry has produced a proliferation of patents, and it is not always clear to industry participants, including us, which patents covervarious types of products or methods of use. The coverage of patents is subject to interpretation by the courts, and the interpretation is not always uniform. Ifwe are sued for patent infringement, we would need to demonstrate that our products or methods of use either do not infringe the patent claims of the relevantpatent, and/or that the patent claims are invalid, and/or that the patent is unenforceable, and we may not be able to do this. Proving invalidity, in particular, isdifficult since it requires a showing of clear and convincing evidence to overcome the presumption of validity enjoyed by issued patents. U.S. patent laws as well as the laws of some foreign jurisdictions provide for provisional rights in published patent applications beginning on the date ofpublication, including the right to obtain reasonable royalties, if a patent subsequently issues and certain other conditions are met. Because some patent applications in the United States may be maintained in secrecy until the patents are issued, because patent applications in the UnitedStates and many foreign jurisdictions are typically not published until 18 months after filing, and because publications in the scientific literature often lagbehind actual discoveries, we cannot be certain that others have not filed patent applications for technology covered by our issued patents or our pendingapplications, or that we were the first to invent the technology. Patent applications filed by third parties that cover technology similar to ours may have priority over our patent applications and could further require us toobtain rights to issued patents covering such technologies. If another party files a U.S. patent application on an invention similar to ours, we may elect toparticipate in or be drawn into an interference proceeding declared by the U.S. Patent and Trademark Office to determine priority of invention in the UnitedStates. The costs of these proceedings could be substantial, and it is possible that such efforts would be unsuccessful, resulting in a loss of our U.S. patentposition with respect to such inventions. Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we canbecause they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have amaterial adverse effect on our ability to raise the funds necessary to continue our operations. We cannot predict whether third parties will assert these claimsagainst us, or whether those claims will harm our business. If we are forced to defend against these claims, whether they are with or without any merit andwhether they are resolved in favor of or against us, we may face costly litigation and diversion of management’s attention and resources. As a result of thesedisputes, we may have to develop costly non-infringing technology, or enter into licensing agreements. These agreements, if necessary, may be unavailableon terms acceptable to us, if at all, which could seriously harm our business or financial condition. Risks Related to our Common Stock and Other Securities The market for our common stock is limited and our stock price is volatile. Our common stock, traded on the NASDAQ Capital Market, has historically traded at low average daily volumes, resulting in a limited market for thepurchase and sale of our common stock. The market prices of many publicly traded companies, including emerging companies in the life sciences industry, have been, and can be expected to be,highly volatile. The future market price of our common stock could be significantly impacted by numerous factors, including, but not limited to: ·Future sales of our common stock or other fundraising events;·Sales of our common stock by existing shareholders;·Changes in our capital structure, including stock splits or reverse stock splits;·Announcements of technological innovations for new commercial products by our present or potential competitors;·Developments concerning proprietary rights;·Adverse results in our field or with clinical tests of our products in customer applications;·Adverse litigation;·Unfavorable legislation or regulatory decisions;Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.·Public concerns regarding our products;·Variations in quarterly operating results;·General trends in the health care industry; and·Other factors outside of our control. 12 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. A significant percentage of our outstanding common stock is held by two stockholders, and these stockholders therefore have significant influence on usand our corporate actions. As of December 31, 2017, two of our existing stockholders, Taurus4757 GmbH (“Taurus”) and WAVI Holdings AG (“WAVI”), beneficially owned,collectively, approximately 57.1% of our outstanding shares. Taurus and WAVI were previously secured lenders to our Company, and the chairman ofTaurus, Mr. Girschweiler, is a member of our board. Accordingly, these stockholders have had, and will continue to have, significant influence in determiningthe outcome of any corporate transaction or other matter submitted to the stockholders for approval, including mergers, consolidations and the sale of all orsubstantially all our assets, election of directors and other significant corporate actions. In addition, without the consent of these stockholders, we could beprevented from entering into transactions that could be beneficial to us. We may be at risk of securities class action litigation. In the past, securities class action litigation has often been brought against a company following an extraordinary corporate action or a decline in the marketprice of its securities. This risk is especially relevant for us because our stock price and those of other biotechnology and life sciences companies haveexperienced significant stock price volatility in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’sattention and resources, which could harm our business. We do maintain insurance, but the coverage may not be sufficient and may not be available in allinstances. Anti-takeover provisions in our charter documents and under Delaware law could make a third-party acquisition of us difficult. Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that may discourage unsolicited takeoverproposals that stockholders may consider to be in their best interests. These provisions include the ability of our board to designate the terms of and issuenew series of preferred stock without stockholder approval and to amend our bylaws without stockholder approval. Further, as a Delaware corporation, we aresubject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any businesscombination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unlesscertain specific requirements are met as set forth in Section 203. Collectively, these provisions could make a third-party acquisition of us difficult or coulddiscourage transactions that otherwise could involve payment of a premium over prevailing market prices for our common stock. Future sales or the potential for future sales of our securities in the public markets may cause the trading price of our common stock to decline and couldimpair our ability to raise capital through future equity offerings. Sales of a substantial number of shares of our common stock or other securities in the public markets, or the perception that these sales may occur, couldcause the market price of our common stock or other securities to decline and could materially impair our ability to raise capital through the sale ofadditional securities. We have a substantial number of warrants exercisable to purchase shares of common stock outstanding. Many of the shares of commonstock issuable upon exercise of those warrants will be freely tradable. We have agreed to use our best efforts to keep a registration statement registering theissuance and resale of many such shares effective during the term of the warrants. In addition, we have a significant number of shares of our common stockreserved for issuance pursuant to other outstanding options and rights. If such shares are issued upon exercise of options, warrants or other rights, or if weissue additional securities in a public offering or a private placement, such sales or any resales of such securities could further adversely affect the marketprice of our common stock. The sale of a large number of shares of our common stock or other securities also might make it more difficult for us to sell equityor equity-related securities in the future at a time and at the prices that we deem appropriate. We do not anticipate declaring any cash dividends on our common stock. We have never declared or paid cash dividends on our common stock and do not plan to pay any cash dividends in the near future. Our current policy is toretain all funds and earnings for use in the operation and expansion of our business. ITEM 1B.UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2.PROPERTIES We lease approximately 30,000 square feet of property being used in current operations in our Bothell, Washington principal location which contains office,manufacturing, storage and laboratory facilities. 13 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We consider the facilities to be in a condition suitable for their current uses. Because of anticipated growth in the business and due to the increasingrequirements of customers or regulatory agencies, we may need to acquire additional space or upgrade and enhance existing space prior to the expiry of thelease in 2021. We believe that adequate facilities will be available upon the conclusion of our leases. All our products and services are manufactured or provided from our Bothell, Washington facility. Additional information regarding our properties is contained in Note 9 to the Financial Statements included in this Annual Report on Form 10-K. ITEM 3.LEGAL PROCEEDINGS We are party to a number of lawsuits that were brought against the Company by former employees in 2007 and have been previously disclosed in our publicfilings. As of the date of this annual report, we do not believe that these legal proceedings are material to the Company. For more information relating to theselawsuits, reference is made to our annual report on Form 10-K for the year ended December 31, 2016. ITEM 4.MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES Price Range of Common Stock Our common stock is traded on the NASDAQ Capital Market exchange under the ticker symbol “BLFS.” As of March 6, 2018, there were approximately 332 holders of record of our common stock. We have never paid cash dividends on our common stock and donot anticipate that any cash dividends will be paid in the foreseeable future. 14 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The following table sets forth the range of high and low quarterly closing sales prices of our common stock for the periods indicated: High Low Year ended December 31, 2017 4th Quarter $6.90 $4.98 3rd Quarter 5.71 2.62 2nd Quarter 2.40 2.02 1st Quarter 2.27 1.62 Year ended December 31, 2016 4th Quarter $1.83 $1.45 3rd Quarter 2.37 1.57 2nd Quarter 1.96 1.47 1st Quarter 2.10 1.57 Equity Compensation Plan Information The following table sets forth information as of December 31, 2017 relating to all our equity compensation plans: Plan category Number of securities tobe issued upon exerciseof outstanding options(in thousands) Weighted Averageexercise price ofoutstandingoptions Number of granted restrictedstock awardsoutstanding(in thousands) Number of securitiesremaining availablefor future issuance(in thousands) Equity compensation plans not approved by securityholders (1) 665 $1.27 –– –– 1998 performance incentive plan 7 $0.70 –– –– Second amended and restated 2013 performanceincentive plan 2,718 $1.92 379 1,003 (1) Represents shares of common stock issuable pursuant to non-plan stock option agreements entered into prior to the adoption of our 2013 PerformanceIncentive Plan. Prior to the adoption of our 2013 Performance Incentive Plan, we granted certain individuals stock options pursuant to stock optionagreements that were not issued under a stockholder-approved plan. Each agreement entitles the holder to purchase from us a fixed number of shares ofcommon stock at a fixed purchase price per share for a fixed period of time, which may not exceed ten (10) years. The specific terms and conditions of eachoption, including when the right to exercise the option vests, the number of shares subject to the option, the exercise price per share, the method of exercise,exercisability following termination, disability and death, and adjustments upon stock splits, combinations, mergers, consolidation and like events arespecified in each agreement. In the event of a liquidation of the Company, or a merger, reorganization, or consolidation of the Company with any othercorporation in which we are not the surviving corporation or we become a wholly-owned subsidiary of another corporation, any unexercised options shall bedeemed canceled unless the surviving corporation elects to assume the options or to issue substitute options in place thereof. In the event of the forgoing, theholder will have the right to exercise the option during a ten-day period immediately prior to such liquidation, merger, or consolidation. Issuer Repurchases of Equity Securities Not applicable. ITEM 6.SELECTED FINANCIAL DATA Not applicable. ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements This Annual Report on Form 10-K contains “forward-looking statements”. These forward-looking statements involve a number of risks and uncertainties. Wecaution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from thosecontained in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limitedto, statements about future financial and operating results, plans, objectives, expectations and intentions, revenues, costs and expenses, interest rates,outcome of contingencies, business strategies, regulatory filings and requirements, performance and market acceptance of our products, the estimatedpotential size of markets, capital requirements, the terms of any capital financing agreements and other statements that are not historical facts. You can findmany of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “intend,” orsimilar expressions in this Annual Report on Form 10-K. We intend that such forward-looking statements be subject to the safe harbors created thereby. 15 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties.If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations andprojections. Factors that might cause such a difference include those discussed under “Risk Factors,” as well as those discussed elsewhere in the AnnualReport on Form 10-K. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K or,in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by thecautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-lookingstatements to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events, except asmay be required under applicable U.S. securities law. If we do update one or more forward-looking statements, no inference should be drawn that we willmake additional updates with respect to those or other forward-looking statements. Recent Developments Restructuring Amended and Restated Biologistex Operating Agreement: On January 22, 2018, the Company and STLLC amended their arrangement with respect to their SAVSU joint venture. As described in more detail below, inexchange for the Company’s agreement to terminate that certain Services Agreement, dated December 31, 2016 (the “Services Agreement”), between theCompany and STLLC relating to the provision of services by the Company to SAVSU in exchange initially for cash payments and thereafter for a portion ofSAVSU’s future revenues, STLLC agreed to (i) revise a provision of that certain Contribution Agreement, dated December 31, 2016 (the “ContributionAgreement”), between the Company and STLLC eliminating the requirement that the Company transfer a portion of its equity of SAVSU to STLLC onDecember 31, 2018 and (ii) amend a provision of that certain Amended and Restated Operating Agreement of biologistex, dated December 31, 2016 (the“Operating Agreement”), reflecting the percentage of profits and losses that each of the Company and STLLC will share in of SAVSU. On January 22, 2018, in consideration of the Company’s agreement to terminate the Services Agreement, the Company and STLLC entered into AmendmentNo. 1 to Contribution Agreement (the “Contribution Agreement Amendment”) and Amendment to the Amended and Restated Operating Agreement ofbiologistex CCM, LLC (the “Operating Agreement Amendment”). Pursuant to the Contribution Agreement Amendment, the parties agreed to amend a provision in the Contribution Agreement that required the Company totransfer to STLLC a portion of its equity stake in SAVSU which would have reduced the Company’s ownership in SAVSU from 40% to 25% on December 31,2018. As a result of the Contribution Agreement Amendment, the Company will now maintain a 35% ownership stake in SAVSU, subject to ordinarydilution. Pursuant to the Operating Agreement Amendment, the parties agreed to amend the profit sharing provision of the Operating Agreement. As a result of theOperating Agreement Amendment, the Company will receive 35% of the profits and losses of SAVSU, subject to ordinary dilution, moving forward. Prior tothe Operating Agreement Amendment, the Company would have been entitled to receive 40% of the profits and losses of SAVSU for the fiscal year endedDecember 31, 2018 and would have been entitled to receive 25% of the profits and losses beginning January 1, 2019 and continuing thereafter. 16 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exchange of debt into Series A Preferred Stock On June 30, 2017, the Company and WAVI agreed to exchange the Company’s previously issued promissory note (the “Note”) in the name of WAVI in theamount of $4,250,000 including principal and accrued interest thereon through June 1, 2017 for 4,250 shares of the Company’s newly designated Series APreferred Stock (the “Series A Preferred Stock,” and the exchange transaction, the “Exchange”). The Exchange was exempt from registration pursuant toSection 3(a)(9) of the Securities Act of 1933, as amended. As a result of the Exchange, the Note has been deemed immediately canceled and the Company nolonger has any obligations under the Note. There is no additional consideration payable in connection with the Exchange. Overview Management’s discussion and analysis provides additional insight into the Company and is provided as a supplement to, and should be read in conjunctionwith, our audited financial statements and accompanying footnotes thereto. We strive to be the leading provider of biopreservation tools for cells, tissues, and organs; to facilitate basic and applied research and commercialization ofnew therapies by maintaining the health and function of biologic source material and finished products during manufacturing, distribution and clinicaladministration. Results of Operations Overview for 2017 In 2017, we reported financial results that were consistent with the continued execution of our long-term plans. We believe we are the market leader for pre-formulated, clinical grade biopreservation media products. Our patented biopreservation media products are formulated to reduce preservation-induced,delayed-onset cell damage and death. Our platform enabling technology provides our customers significant shelf life extension of biologic source materialand final cell products, and greatly improved post-preservation cell, and tissue, viability and function. Our products continue to be widely adopted by thissegment. We believe that our products have been incorporated in over 275 applications for new cell and tissue-based regenerative medicine products andtherapies. We continue to implement strategies that will increase awareness of the need for improved biopreservation. Our strategies to achieve this objective include: Utilize Existing Biopreservation Media Sales, Distribution and Manufacturing Infrastructure. We have developed a direct sales and distribution networkfor our products which we utilize to expand sales to existing customers and to gain additional customers. We believe that our products have beenincorporated into over 275 applications for new cell and tissue-based regenerative medicine products and therapies. A significant number involve CAR-Tcells and other types of T cells and mesenchymal stem cells targeting blood cancers, solid tumors and other leading causes of death and disability. In 2017,key customer announcements included: ·Executed supply agreement with Iovance Biotherapeutics. Iovance Biotherapeutics, Inc. is a clinical-stage biotechnology company focused on thedevelopment of cancer immunotherapy products for the treatment of various cancers. Iovance’s lead product candidate is an adoptive cell therapyusing tumor-infiltrating lymphocyte (TIL) technology being investigated for the treatment of patients with metastatic melanoma, recurrent and/ormetastatic squamous cell carcinoma of the head and neck and recurrent, metastatic or persistent cervical cancer. ·Executed additional long-term supply agreement with leading T Cell therapy customer. ·Our customer Kite Pharma, Inc., a wholly-owned subsidiary of Gilead Sciences, has received US FDA approval for Yescarta, the first CAR T-celltherapy for treatment of adult patients with relapsed or refractory large B-Cell lymphoma after two or more lines of systemic therapy. As announcedin a July 2016 press release, BioLife executed a long-term agreement to supply its proprietary CryoStor cell freeze media to Kite Pharma. Eachmanufactured dose of Yescarta is frozen in CryoStor to maintain CAR T-cell viability and enable worldwide distribution. ·Cellular Biomedicine Group, a leading clinical-stage biopharmaceutical firm engaged in the development of immunotherapies for cancer and stemcell therapies for degenerative diseases (“CBMG”), has validated BioLife’s proprietary CryoStor freeze media for use in CBMG’s planned US Phase Iclinical trial of AlloJoin, an off the shelf allogeneic stem cell therapy for knee osteoarthritis. ·Executed a long-term supply agreement with Celyad, a leader in the discovery and development of CAR-T cell therapies. BioLife’s CryoStorclinical grade cell freeze media is incorporated into Celyad’s manufacturing process for its Natural Killer Receptor based T-Cell (NKR-T) platform. 17 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ·Entered into a supply agreement with Adaptimmune Therapeutics plc. Adaptimmune, a leader in T-cell therapy to treat cancer, has multiple trialsongoing in both solid tumors and hematologic cancer types, and in cancers where survival rates for patients can be very limited. Adaptimmune’sSPEAR T-cells have shown evidence of tumor reduction in patients as well as a promising risk/benefit profile. BioLife’s CryoStor clinical grade cellfreeze media is incorporated into Adaptimmune’s manufacturing process for its SPEAR T-cells. Financial Performance Summary for 2017 ·We grew our revenue 34% over 2016. This increase was driven by a 54% increase in revenue from the regenerative medicine market. We also drovemore sales through our distributors, with an increase of 30% in revenue from distributors in 2017 compared to 2016. ·Gross margin in 2017 was 61%, compared to 58% in 2016. The margin was higher due to a higher average selling price per liter sold and an increasein higher margin product mix, partially offset by an increase of direct overhead and raw materials. ·Our 2017 consolidated operating expenses were $7.8 million compared to $9.6 million in 2016. The decrease in expense is primarily the result ofthe deconsolidation of biologistex at December 31, 2016. ·Our 2017 consolidated net loss and net loss attributable to BioLife was $2.5 million. This is compared to a consolidated net loss of $8.0 million in2016, of which $6.9 million was attributable to BioLife. The decrease in the loss is primarily the result of an increase in revenue and margin as wellas a decrease in operating expenses related to the restructuring and subsequent deconsolidation of the biologistex joint venture; partially offset byan increase in stock compensation expense and $1.0 million loss from our equity-method investment in SAVSU. ·Our cash and cash equivalents balance was $6.7 million at December 31, 2017 compared to $1.4 million in cash and cash equivalents with anoutstanding note payable of $3.0 million at December 31, 2016. We generated $0.6 million of cash from operations in 2017 compared to cash usedin operations of $4.3 million in 2016. The increase in cash from operations was a result of increased cash receipts from higher sales and decreasedspending on biologistex; partially offset by increases in employee expenses. Comparison of Annual Results of Operations Percentage comparisons have been omitted within the following table where they are not considered meaningful. Revenue and Gross Margin Our revenue and gross margin for the years ended December 31, 2017 and 2016 were as follows (in thousands): Year Ended December 31, 2017 2016 % Change Total Revenue $11,021 $8,227 34%Cost of sales 4,275 3,448 24%Gross profit $6,746 $4,779 41%Gross margin % 61.2% 58.1% Core Product Sales. Our core products are sold through both direct and indirect channels to the customers in the biobanking, drug discovery, andregenerative medicine markets. Sales to our customers in 2017 increased compared to 2016 due to the combination of increased volume of liters sold (6,105compared to 5,159), and a higher average selling price per liter ($1,805 compared to $1,594). The revenue increase was primarily in sales to our regenerativemedicine customers and distributors, which increased 54% and 30%, respectively, in 2017 compared to 2016. Revenue from the regenerative medicinemarket and our distributors should continue to increase in the next one to five years as some customers receive regulatory and marketing approvals for theirclinical cell and tissue-based products. Cost of Sales. Cost of sales consists of raw materials, labor and overhead expenses. Cost of sales in 2017 increased compared to 2016 due to increased salesvolume and higher direct overhead and raw material costs per liter. Gross Margin. Gross margin as a percentage of revenue increased to 61.2% in 2017 compared to 58.1% in 2016. Gross margin as a percentage of revenueincreased in 2017, due to a higher average selling price per liter sold and an increase in higher margin product mix, partially offset by an increase of directoverhead and raw materials. Revenue Concentration. In each of the years 2017 and 2016, we derived approximately 12% of our revenue from our relationship with one distributor of ourproducts. Revenue from customers located in foreign countries represented 16% and 17% of total revenue during the years ended December 31, 2017 and2016, respectively. All sales to foreign customers are denominated in United States dollars. 18 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Operating Expenses Our operating expenses for the years ended December 31, 2017 and 2016 were as follows (in thousands): Year Ended December 31, 2017 2016 % Change Operating Expenses: Research and development $1,194 $2,028 (41)%Sales and marketing 2,086 3,010 (31)%General and administrative 4,522 4,592 (2)%Operating Expenses 7,802 9,630 (19)%% of revenue 71% 117% Research and Development. Research and development expenses consist primarily of salaries and other personnel-related expenses, consulting and otheroutside services, laboratory supplies, and other costs. We expense all research and development costs as incurred except for the costs associated with thedevelopment of customized internal-use software systems, which were capitalized in 2016. Research and development expenses for 2017 decreased comparedto 2016 due primarily to the biologistex restructuring ($902,969), as well as lower product development costs, partially offset by an increase in share-basedcompensation expense. In 2016, we capitalized $0.7 million in costs associated with the development of our biologistex web application. Sales and Marketing. Sales and marketing expenses consist primarily of salaries, trade association sponsorships, and other personnel-related expenses,consulting, trade shows and advertising. The decrease in sales and marketing expenses in 2017 compared to 2016 was primarily due to the biologistexrestructuring ($1,294,544), partially offset by an increase in share-based compensation expense, tradeshow related expenses and travel costs. General and Administrative Expenses. General and administrative expenses consist primarily of personnel-related expenses, non-cash stock-basedcompensation for administrative personnel and members of the board of directors, professional fees, such as accounting and legal, and corporateinsurance. The decrease in general and administrative expenses in 2017 compared to 2016 was primarily due to the biologistex restructuring ($214,301),lower investor relations fees, and lower legal fees, partially offset by an increase in share-based compensation expense. Other Income (Expenses) Interest Income. We earn interest on our money market account. Interest Expense. In 2017 and 2016, interest expense was related to our credit facility financing arrangement entered in May 2016 which was subsequentlyconverted to preferred stock in June 2017. Amortization of Deferred Financing Costs. Amortization of deferred financing costs represented the amortization of the allocated value of the detachablewarrants associated with the credit facility financing arrangement entered into in May 2016 which was subsequently converted to preferred stock in June2017. Financing Costs and Write off of deferred financing costs. The financing costs in 2017 were due to various SEC filings related to potential stock issuances.The 2016 costs were due to the write off of deferred costs related to Registration Statement on Form S-3 filed with the SEC on January 8, 2016. Loss on disposal of property and equipment. The loss on asset disposal was the disposal of property and equipment at net book value. Loss on deconsolidation of biologistex. As a result of our Contribution Agreement with STLLC, BioLife no longer has a controlling financial interest overthe biologistex JV, as defined under ASC 810, Consolidation, and has deconsolidated biologistex as of December 31, 2016. This resulted in a loss ondeconsolidation of $2.8 million, which includes approximately $0.1 million in related restructuring charges. The loss on deconsolidation includesderecognizing the carrying amounts of biologistex’s assets and liabilities that were previously consolidated on BioLife’s consolidated balance sheet and theimpact recorded to the retained interest in biologistex. Subsequent to deconsolidation, BioLife accounts for ownership in SAVSU using the equity method,which has been initially reflected at the fair value of our ownership interest on BioLife’s balance sheet as of December 31, 2016. See Note 1 to the Company’sConsolidated Financial Statements in Item 8 of this Form 10-K for additional information. Loss on equity method investment. The non-cash loss in the amount of $1.0 million associated with our proportionate share of the net loss incurred by SAVSUfor the period based on our 45% ownership in our investment in SAVSU. As of December 31, 2016, we had no obligation to provide any future funding toSAVSU. Liquidity and Capital Resources On December 31, 2017, we had $6.7 million in cash and cash equivalents, compared to $1.4 million at December 31, 2016. Based on our current expectationswith respect to our revenue, expenses and preferred stock dividend payments, we expect that our current level of cash and cash equivalents will be sufficientto meet our liquidity needs for at least the next twelve months. If our revenues do not grow as expected and if we are not able to manage expensessufficiently, we may be required to obtain additional equity or debt financing. 19 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. We continue to monitor and evaluate opportunities to strengthen our balance sheet and competitive position over the long term. These actions may includeacquisitions or other strategic transactions that we believe would generate significant advantages and substantially strengthen our business. Theconsideration we pay in such transactions may include, among other things, shares of our common stock, other equity or debt securities of our Company orcash. We may elect to seek debt or equity financing in anticipation of, or in connection with, such transactions or to fund or invest in any operations acquiredthereby. We may also seek equity or debt financing opportunistically for these purposes if we believe that market conditions are conducive to obtaining suchfinancing. Net Cash Provided by/Used In Operating Activities During the year ended December 31, 2017, we generated $605,000 in cash from operations, compared to cash used in operating activities of $4.3 million forthe year ended December 31, 2016. Operating cash generated in 2017 was the result of an increase in gross margin due to an increase in liters sold and ahigher average selling price per liter. We also decreased operating cash expenses, primarily as a result of the SAVSU restructuring. Net Cash Provided by/Used In Investing Activities Net cash used by investing activities was $0.1 million in 2017 and cash provided by investing activities was $0.4 million in 2016. The use of cash in 2017was used to purchase equipment. Cash provided by investing activities in 2016 was derived from proceeds from the maturity of available-for-sale securities.In addition, during 2016, we used $1.1 million in cash related to the development of the biologistex software system and $0.1 million related to purchases ofequipment. Net Cash Provided by Financing Activities Net cash provided by financing activities was $4.8 million and $3.2 million in 2017 and 2016, respectively. In 2017, cash provided by financing activitieswas the result of $1.0 million in proceeds from the last tranche of our Credit Facility Agreement and $4.0 million in proceeds from stock option and warrantexercises, partially offset by payments of preferred dividends, costs associated with potential stock issuances and equipment financing and leasing. In 2016,cash provided by financing activities was the result of borrowings of $3.0 million from our Credit Facility Agreement, $0.3 million from exercises of warrantsand stock options and $0.1 million in cash related to costs associated with a potential stock offering, including filing an S-3 registration statement. Critical Accounting Policies and Significant Judgments and Estimates Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared inaccordance with accounting principles generally accepted in the United States. The preparation of financial statements requires that we make estimates andassumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financialstatements as well as reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates, including, but not limited tothose related to accounts receivable allowances, determination of fair value of share-based compensation, contingencies, income taxes, and expense accruals.We base our estimates on historical experience and on other factors that we believe are reasonable under the circumstances, the results of which form the basisfor making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ materiallyfrom these estimates under different assumptions or conditions. Share-based Compensation We account for share-based compensation by estimating the fair value of share-based compensation using the Black-Scholes option pricing model on thedate of grant. We utilize assumptions related to stock price volatility, stock option term and forfeiture rates that are based upon both historical factors as wellas management’s judgment. Non-cash compensation expense is recognized on a straight-line basis over the applicable requisite service period of one to fouryears, based on the fair value of such share-based awards on the grant date. Income Taxes We follow the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based ondifferences between the financial reporting and tax basis of assets and liabilities and on the expected future tax benefits to be derived from net operating losscarryforwards measured using current tax rates. A valuation allowance is established if it is more likely than not that some portion or all the deferred tax assetswill not be realized. We have not recorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit forthe years ending December 31, 2013 to 2017. Equity Method Accounting We account for our investment in SAVSU using the equity method of accounting. This method states that if the investment provides us the ability to exercisesignificant influence, but not control, over the investee, we account for the investment under the equity method. Significant influence is generally deemed toexist if the Company’s ownership interest in the voting stock of the investee ranges between 20% and 50%, although other factors, such as representation onthe investee’s board of directors, are considered in determining whether the equity method of accounting is appropriate. Under the equity method ofaccounting, the investment is recorded at its initial carrying value in the consolidated balance sheet and is periodically adjusted for capital contributions,dividends received and our share of the investee’s earnings or losses together with other-than-temporary impairments which are recorded as a component ofother income (expense), net in the consolidated statements of operations. 20 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Off-Balance Sheet Arrangements As of December 31, 2017, we did not have any off-balance sheet arrangements. Contractual Obligations For information regarding our current contingencies and commitments, see note 9 to the consolidated financial statements included in Item 8. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not applicable. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page No. Report of Independent Registered Public Accounting Firm 22Consolidated Balance Sheets 23Consolidated Statements of Operations 24Consolidated Statements of Comprehensive Loss 25Consolidated Statements of Shareholders’ Equity 26Consolidated Statements of Cash Flows 27Notes to Consolidated Financial Statements 28 21 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and ShareholdersBioLife Solutions, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of BioLife Solutions, Inc. and Subsidiary (“the Company”) as of December 31, 2017 and2016, the related consolidated statements of operations, comprehensive loss, shareholders’ equity, and cash flows for each of the years then ended, and therelated notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, thefinancial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years then ended, inconformity with accounting principles generally accepted in the United States. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations ofthe Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, norwere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control overfinancial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures inthe financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well asevaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /S/ PETERSON SULLIVAN LLP We have served as the Company’s auditor since 2007. Seattle, WashingtonMarch 9, 2018 22 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. BioLife Solutions, Inc.Consolidated Balance Sheets December 31, December 31, 2017 2016 Assets Current assets Cash and cash equivalents $6,663,318 $1,405,826 Accounts receivable, trade, net of allowance for doubtful accounts of $5,575 and $0 at December 31, 2017 and2016, respectively 1,021,315 1,193,646 Inventories 1,846,746 1,757,784 Prepaid expenses and other current assets 399,502 270,814 Total current assets 9,930,881 4,628,070 Property and equipment Leasehold improvements 1,284,491 1,284,491 Furniture and computer equipment 682,466 650,912 Manufacturing and other equipment 1,148,006 922,220 Subtotal 3,114,963 2,857,623 Less: Accumulated depreciation (2,008,927) (1,670,245)Net property and equipment 1,106,036 1,187,378 Investment in SAVSU 1,070,120 2,075,000 Long-term deposits 36,166 36,166 Total assets $12,143,203 $7,926,614 Liabilities and Shareholders’ Equity Current liabilities Accounts payable $690,702 $710,719 Accrued expenses and other current liabilities 200,548 116,399 Accrued compensation 491,432 175,829 Deferred rent, current portion 130,216 130,216 Total current liabilities 1,512,898 1,133,163 Promissory note payable to related party, net of discount of $155,996 at December 31, 2016 –– 2,844,004 Accrued interest, related party –– 97,857 Deferred rent, long-term 492,207 685,450 Other long-term liabilities 45,512 –– Total liabilities 2,050,617 4,760,474 Commitments and Contingencies (Note 9) Shareholders’ equity Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 4,250 and 0shares issued and outstanding at December 31, 2017 and 2016, respectively 4 –– Common stock, $0.001 par value; 150,000,000 shares authorized, 14,021,422 and 12,863,824 shares issued andoutstanding at December 31, 2017 and 2016, respectively 14,021 12,864 Additional paid-in capital 84,036,444 74,355,645 Accumulated deficit (73,957,883) (71,202,369)Total BioLife Solutions, Inc. shareholders’ equity 10,092,586 3,166,140 Total liabilities and shareholders’ equity $12,143,203 $7,926,614 The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements 23 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. BioLife Solutions, Inc.Consolidated Statements of Operations Years Ended December 31, 2017 2016 Product sales $11,021,821 $8,226,992 Cost of product sales 4,275,348 3,448,294 Gross profit 6,746,473 4,778,698 Operating expenses Research and development 1,193,415 2,028,465 Sales and marketing 2,086,426 3,009,537 General and administrative 4,522,479 4,592,235 Total operating expenses 7,802,320 9,630,237 Operating loss (1,055,847) (4,851,539) Other income (expenses) Interest income 350 2,420 Interest expense (190,069) (100,000)Loss on deconsolidation of biologistex –– (2,785,910)Loss from equity-method investment in SAVSU (1,004,880) –– Financing costs and write off of deferred financing costs (108,664) (86,736)Amortization of debt discount (155,996) (218,394)Loss on disposal of property and equipment –– (1,213)Total other income (expenses) (1,459,259) (3,189,833) Net Loss (2,515,106) (8,041,372)Net Loss attributable to non-controlling interest –– 1,165,926 Net Loss attributable to BioLife Solutions, Inc. (2,515,106) (6,875,446)Less: Preferred stock dividends (212,500) –– Net loss attributable to common stockholders $(2,727,606) $(6,875,446) Basic and diluted net loss per common share attributable to BioLife Solutions, Inc. $(0.21) $(0.54) Basic and diluted weighted average common shares used to calculate net loss per common share 13,263,881 12,642,996 The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements 24 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. BioLife Solutions, Inc.Consolidated Statements of Comprehensive Loss Years Ended December 31, 2017 2016 Net Loss $(2,515,106) $(8,041,372) Other comprehensive income Unrealized gain on available-for-sale investments –– 451 Total other comprehensive income –– 451 Comprehensive Loss $(2,515,106) $(8,040,921) Comprehensive loss attributable to non-controlling interest –– 1,165,926 Comprehensive Loss attributable to BioLife Solutions, Inc. $(2,515,106) $(6,874,995) The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements 25 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. BioLife Solutions, Inc.Consolidated Statements of Shareholders’ Equity BioLife Solutions, Inc. Shareholder’s Equity PreferredStockShares –Series A PreferredStockAmount –Series A CommonStockShares CommonStockAmount AdditionalPaid-inCapital AccumulatedOtherComprehensiveLoss AccumulatedDeficit Total BioLifeSolutions,Inc.Shareholders’Equity Non-ControllingInterestEquity TotalShareholders’Equity Balance, December 31, 2015 –– $–– 12,448,391 $12,447 $72,823,398 $(451) $(64,326,923) $8,508,471 $1,350,900 $9,859,371 Stock-based compensation 776,994 776,994 776,994 Stock options/warrantexercises 246,164 247 246,033 246,280 246,280 Stock Issued – on vested RSUs 84,894 86 (86) –– –– Warrants Issued with Debt -WAVI 374,390 374,390 374,390 Stock Issued for Services 84,375 84 134,916 135,000 135,000 Other comprehensive income 451 451 451 Elimination of remaining non-controlling interest equity ondeconsolidation (184,974) (184,974)Net loss (6,875,446) (6,875,446) (1,165,926) (8,041,372)Balance, December 31, 2016 12,863,824 12,864 74,355,645 –– (71,202,369) 3,166,140 –– 3,166,140 Cumulative-effect adjustmentresulting from adoption ofASU 2016-09 27,908 (27,908) –– –– Vesting of JV related stock-based compensation 22,317 22,317 22,317 Series A preferred stock issuedon conversion of related partynote and accrued interest onJune 30, 2017, net of stockissuance costs of $9,303 4,250 4 4,240,693 4,240,697 4,240,697 Stock based compensation 1,270,203 1,270,203 1,270,203 Stock option/warrant exercises 1,045,719 1,046 3,977,290 3,978,336 3,978,336 Stock issued – on vested RSUs 51,563 51 (51) –– –– Stock issued for services 60,316 60 142,439 142,499 142,499 Preferred stock dividends (212,500) (212,500) (212,500)Net loss (2,515,106) (2,515,106) (2,515,106)Balance, December 31, 2017 4,250 $4 14,021,422 $14,021 $84,036,444 $–– $(73,957,883) $10,092,586 $— $10,092,586 The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements 26 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. BioLife Solutions, Inc.Consolidated Statements of Cash Flows Years Ended December 31, 2017 2016 Cash flows from operating activities Net loss $(2,515,106) $(8,041,372)Adjustments to reconcile net loss to net cash provided by/(used in) operating activities Depreciation 338,682 368,102 Loss on disposal of property and equipment –– 1,213 Stock-based compensation expense 1,270,203 776,994 Stock issued for services 106,874 135,000 Write off of deferred financing costs 67,664 86,736 Amortization of debt discount 155,996 218,394 Loss on deconsolidation of biologistex –– 2,785,910 Loss from equity-method investment in SAVSU 1,004,880 –– Amortization of deferred rent related to lease incentives (126,998) (126,997)Accretion and amortization on available for sale investments –– 1,792 Change in operating assets and liabilities (Increase) Decrease in Accounts receivable, trade 172,331 (264,357)Inventories (88,962) (290,838)Prepaid expenses and other current assets (180,663) 73,255 Increase (Decrease) in Accounts payable 20,580 233,482 Accrued compensation and other current liabilities 293,743 (410,151)Accrued interest 152,143 97,857 Deferred rent (66,245) 27,989 Net cash provided by/(used in) operating activities 605,122 (4,326,991) Cash flows from investing activities Sales/maturities of available-for-sale investments –– 1,650,000 Costs associated with internal use software development –– (1,113,675)Purchase of property and equipment (143,767) (143,533)Net cash provided by/(used in) investing activities (143,767) 392,792 Cash flows from financing activities Proceeds from note payable to related party 1,000,000 3,000,000 Proceeds from exercise of common stock options and warrants 3,978,336 278,503 Payments on equipment loan (13,081) –– Payments on capital lease obligation (10,901) –– Payments related to preferred stock issuance (9,303) –– Payments of preferred stock dividends (106,250) –– Deferred costs paid related to potential stock issuance (42,664) (111,736)Net cash provided by financing activities 4,796,137 3,166,767 Net increase/(decrease) in cash and cash equivalents 5,257,492 (767,432)Cash and cash equivalents - beginning of year 1,405,826 2,173,258 Cash and cash equivalents - end of year $6,663,318 $1,405,826 Non-cash investing and financing activities Series A preferred stock dividends accrued not yet paid $106,250 $–– Stock issued for services in prior period included in liabilities at year-end 35,624 –– Preferred stock issued to convert related party note payable and accrued interest 4,250,000 –– Capital lease obligations incurred for purchase of equipment 52,327 –– Purchase of equipment with debt 39,243 –– Debt discount related to warrants –– 374,390 Deferred costs related to potential stock issuances not yet paid –– 26,975 Purchase of property and equipment not yet paid 22,003 –– The accompanying Notes to Consolidated Financial Statements are an integral part of these financial statements 27 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.Organization and Significant Accounting Policies Business BioLife Solutions, Inc. (“BioLife,” “us,” “we,” “our,” or the “Company”) is a developer, manufacturer and marketer of proprietary clinical grade cell andtissue hypothermic storage and cryopreservation freeze media. Our proprietary HypoThermosol® and CryoStor® platform of solutions are highly valued inthe biobanking, drug discovery, and regenerative medicine markets. Our biopreservation media products are serum-free and protein-free, fully defined, andare formulated to reduce preservation-induced cell damage and death. Our enabling technology provides commercial companies and clinical researcherssignificant improvement in shelf life and post-preservation viability and function of cells, tissues, and organs. Additionally, for our direct, distributor, andcontract customers, we perform custom formulation, fill, and finish services. Restructuring of biologistex On December 31, 2016, we entered into a Contribution Agreement (the “Contribution Agreement”) with Savsu Technologies, LLC, a Delaware limitedliability company (“STLLC”) and biologistex CCM, LLC, a Delaware limited liability company (“biologistex” or “SAVSU”). The closing of the transactionscontemplated by the Contribution Agreement occurred on December 31, 2016 (the “Closing Date”), simultaneously with the entrance into the ContributionAgreement. biologistex is a joint venture entered into by the Company and STLLC in 2014 for the purpose of acquiring, developing, maintaining, owning,operating, leasing and selling an integrated platform of a cloud-based information service and precision thermal shipping products based on STLLC’s nextgeneration EVO smart container shipment platform. Prior to the Closing Date, biologistex was owned 52% by the Company and 48% by STLLC. Pursuant tothe Contribution Agreement, STLLC contributed certain of its patent and trademark rights, personal property and related contracts to biologistex in exchangefor the issuance from biologistex to STLLC of an additional 7% membership interest in biologistex, so that upon the closing thereunder, STLLC owned 55%of biologistex and the Company owned 45% of biologistex. Other than liabilities for obligations to be performed pursuant to the contracts which werecontributed to biologistex by STLLC, biologistex did not assume any liabilities of STLLC in connection with the Contribution Agreement. In connectionwith the Contribution Agreement, we (i) contributed to biologistex as a capital contribution outstanding loans owed by biologistex to the Company in theaggregate amount of $6,557,776 and (ii) terminated any requirement which the Company may have had to purchase any additional inventory from STLLC orcontribute any inventory to biologistex. As a result of the Contribution Agreement, we deconsolidated the biologistex joint venture from our balance sheet on December 31, 2016 and beganaccounting for our investment in SAVSU using the equity method. We recognized a $2.8 million loss on deconsolidation (including approximately $0.1million in related restructuring charges), which consisted of a $2.2 million gain on derecognizing the assets, liabilities and equity of biologistex from ourconsolidated financial statements and a $5.0 million loss related to the remeasurement of the retained fair value of our investment in SAVSU. We derived thefair value of our retained investment in SAVSU using level 3 measurements in the fair value hierarchy using a midpoint between a discounted cash flowanalysis and a discounted price to revenues multiples. As part of the fair value analysis, we applied a range of discount rates of 30% - 50% to multiple cashflow and terminal value scenarios. An increase in discount rate would result in a decrease in fair value. In addition, we used a range of revenue multiples of 2times revenue – 6 times revenue, which were applied to a risk adjusted revenue projection. A decrease in revenue multiple would result in a decrease in fairvalue. On January 22, 2018, the Company and STLLC amended their arrangement with respect to SAVSU. As described in more detail below, in exchange for theCompany’s agreement to terminate that certain Services Agreement, dated December 31, 2016 (the “Services Agreement”), between the Company andSAVSU relating to the provision of services by the Company to SAVSU in exchange initially for cash payments and thereafter for a portion of SAVSU’sfuture revenues, STLLC agreed to (i) revise a provision of that the Contribution Agreement, between the Company and STLLC eliminating the requirementthat the Company transfer a portion of its equity of SAVSU to STLLC on December 31, 2018 and (ii) amend a provision of that certain Amended andRestated Operating Agreement of biologistex, dated December 31, 2016 (the “Operating Agreement”), reflecting the percentage of profits and losses that eachof the Company and STLLC will share in of SAVSU. On January 22, 2018, in consideration of the Company’s agreement to terminate the Services Agreement, the Company and STLLC entered into AmendmentNo. 1 to Contribution Agreement (the “Contribution Agreement Amendment”) and Amendment to the Amended and Restated Operating Agreement ofbiologistex CCM, LLC (the “Operating Agreement Amendment”). Pursuant to the Contribution Agreement Amendment, the parties agreed to amend a provision in the Contribution Agreement that required the Company totransfer to STLLC a portion of its equity stake in SAVSU which would have reduced the Company’s ownership in SAVSU from 40% to 25% on December 31,2018. As a result of the Contribution Agreement Amendment, the Company will now maintain a 35% ownership stake in SAVSU, subject to ordinarydilution. Pursuant to the Operating Agreement Amendment, the parties agreed to amend the profit sharing provision of the Operating Agreement. As a result of theOperating Agreement Amendment, the Company will receive 35% of the profits and losses of SAVSU, subject to ordinary dilution, moving forward. Prior tothe Operating Agreement Amendment, the Company would have been entitled to receive 40% of the profits and losses of SAVSU for the fiscal year endedDecember 31, 2018 and would have been entitled to receive 25% of the profits and losses beginning January 1, 2019 and continuing thereafter. 28 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Principles of Consolidation The consolidated statements of operations, comprehensive loss, shareholders equity, and cash flows for the year ended December 31, 2016 include theaccounts of the Company and its previously majority-owned subsidiary, biologistex. All intercompany balances and transactions have been eliminated inconsolidation. On December 31, 2016 we deconsolidated biologistex and began to report our ownership interest of biologistex using the equity method ofaccounting based on the fair value of our ownership interest in biologistex at the time of the transaction. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expensesduring the reporting period. Actual results could differ from those estimates. Net loss per share Basic net loss per common share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of commonshares outstanding during the period, excluding, unvested restricted stock outstanding during the period. Diluted earnings per share is calculated using theweighted average number of common shares outstanding plus dilutive common stock equivalents outstanding during the period. Common stock equivalentsare excluded for the years ending December 31, 2017 and 2016 since the effect is anti-dilutive due to the Company’s net losses. Common stock equivalentsinclude unvested restricted stock, stock options and warrants. Basic weighted average common shares outstanding, and the potentially dilutive securities excluded from loss per share computations because they areantidilutive, are as follows for the years ended December 31, 2017 and 2016: 2017 2016 Basic and diluted weighted average common stock shares outstanding 13,263,881 12,642,996 Potentially dilutive securities excluded from loss per share computations: Common stock options 3,390,009 2,513,861 Common stock purchase warrants 6,688,849 7,603,141 Unvested Restricted Stock 237,926 98,439 Cash and cash equivalents Cash equivalents consist primarily of interest-bearing money market accounts. We consider all highly liquid debt instruments purchased with an initialmaturity of three months or less to be cash equivalents. We maintain cash balances that may exceed federally insured limits. We do not believe that thisresults in any significant credit risk. We paid $37,926 and no cash for interest for the years ended December 31, 2017 and 2016, respectively. 29 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Equity Method Investments Subsequent to the deconsolidation of biologistex on December 31, 2016, we account for our investment in SAVSU using the equity method of accounting.This method states that if the investment provides us the ability to exercise significant influence, but not control, over the investee, we account for theinvestment under the equity method. Significant influence is generally deemed to exist if the Company’s ownership interest in the voting stock of theinvestee ranges between 20% and 50%, although other factors, such as representation on the investee’s board of directors, are considered in determiningwhether the equity method of accounting is appropriate. Under the equity method of accounting, the investment is recorded at its initial carrying value in theconsolidated balance sheet and is periodically adjusted for capital contributions, dividends received and our share of the investee’s earnings or lossestogether with other-than-temporary impairments which are recorded as a component of other income (expense), net in the consolidated statements ofoperations. For the year ended December 31, 2017, SAVSU’s net loss totaled $2.2 million of which our 45% ownership resulted in a $1.0 million loss whichwas recorded as “Loss from equity-method investment in SAVSU.” We did not record any equity method income or loss related to SAVSU for the year endedDecember 31, 2016. Our retained investment in SAVSU was initially recorded at fair value as of December 31, 2016 and our proportionate share of the netloss as reported by SAVSU for the period accounted for on the equity method in 2016 is included in our consolidated net loss which had no activity as ofDecember 31, 2016. As of December 31, 2017, SAVSU had current assets and total assets of $0.6 million and $3.3 million, respectively and liabilities of $0.2 million. As ofDecember 31, 2016, SAVSU had current assets and total assets of $0.5 million and $3.2 million, respectively and no material liabilities. The carrying value ofour investment in SAVSU is in excess of the underlying equity in net assets of SAVSU as of December 31, 2016, due to the company’s investment recorded atfair value while the underlying net assets of SAVSU are recorded at historical cost. The carrying value of our investment in SAVSU is less than the underlyingequity in net assets of SAVSU as of December 31, 2017, as STLLC made additional contributions to SAVSU in 2017 as capital contributions and there wereno changes in ownership percentages. Net assets of SAVSU include significant unrecorded internally developed intangibles contributed by STLLC atDecember 31, 2017 and 2016. Inventories Inventories represent biopreservation solutions, raw materials used to make biopreservation solutions and are stated at the lower of cost or net realizablevalue. Cost is determined using the first-in, first-out (“FIFO”) method. Accounts receivable Accounts receivable are stated at principal amount, do not bear interest, and are generally unsecured. We provide an allowance for doubtful accounts basedon an evaluation of customer account balances past due ninety days from the date of invoicing. Accounts considered uncollectible are charged against theestablished allowance. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over estimated useful lives of three to ten years. 30 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Deferred rent For our operating leases, we recognize rent expense on a straight-line basis over the terms of the leases and, accordingly, we record the difference betweencash rent payments and the recognition of rent expense as a deferred rent liability. Landlord-funded leasehold improvements, to the extent the improvementsare not landlord property upon lease termination, are also recorded as deferred rent liabilities and are amortized as a reduction of rent expense over the non-cancelable term of the related operating lease. Revenue recognition We recognize product revenue, including shipping and handling charges billed to customers, upon shipment of product when title and risk of loss pass tocustomers. Shipping and handling costs are classified as part of cost of product sales. We may also receive fees from our contract manufacturing customers forvalidation of the manufacturing process. This typically occurs prior to production for those customers and revenue is recognized upon successful completionof all obligations related to the validation process. Income taxes We account for income taxes using an asset and liability method which generally requires recognition of deferred tax assets and liabilities for the expectedfuture tax effects of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities arerecognized for the future tax effects of differences between tax bases of assets and liabilities, and financial reporting amounts, based upon enacted tax lawsand statutory rates applicable to the periods in which the differences are expected to affect taxable income. We evaluate the likelihood of realization ofdeferred tax assets and provide an allowance where, in management’s opinion, it is more likely than not that the asset will not be realized. We have notrecorded any liabilities for uncertain tax positions or any related interest and penalties. Our tax returns are open to audit for years ending December 31, 2014to 2017. Advertising Advertising costs are expensed as incurred and totaled $38,708 and $74,916 for the years ended December 31, 2017 and 2016, respectively. Fair value of financial instruments The principal balance of the note payable and related accrued interest approximates their fair value (determined based on level 3 inputs in the fair valuehierarchy) because the interest rate of the note payable approximates market interest rates. Operating segments As described above, our activities are directed in the life sciences field of biopreservation products and services. As of December 31, 2017, and 2016 this isthe Company’s only operating unit and segment. Concentrations of credit risk and business risk In each of the years 2017 and 2016, we derived approximately 12% of our revenue from our relationship with one distributor of our products. Revenue fromcustomers located in foreign countries represented 16% and 17% of total revenue during the years ended December 31, 2017 and 2016, respectively. Allrevenue from foreign customers are denominated in United States dollars. At December 31, 2017, two customers accounted for 41% of gross accountsreceivable. At December 31, 2016, three customers accounted for 45% of gross accounts receivable. Research and development Research and development costs are expensed as incurred. Stock Based Compensation We use the Black-Scholes option pricing model as our method of valuation for stock option awards. Restricted stock unit grants are valued at the fair value ofour common stock on the date of grant. Share-based compensation expense is based on the value of the portion of the stock-based award that will vest duringthe period, adjusted for forfeitures. Our determination of the fair value of stock option awards on the date of grant using an option pricing model is affectedby our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, theexpected life of the award, expected stock price volatility over the term of the award and historical and projected exercise behaviors. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual or updated results differ from our current estimates, such amounts will berecorded in the period estimates are revised. Although the fair value of stock option awards is determined in accordance with authoritative guidance, theBlack-Scholes option pricing model requires the input of highly subjective assumptions and other reasonable assumptions could provide differingresults. Share-based compensation expense is recognized ratably over the applicable requisite service period based on the fair value of such share-basedawards on the grant date. 31 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The fair value of options at the date of grant is determined under the Black-Scholes option pricing model. During the years ended December 31, 2017 and2016, the following weighted-average assumptions were used: Assumptions 2017 2016 Risk-free rate 2.12% 1.51%Annual rate of dividends –– –– Historical volatility 74% 75%Expected life 5.7 years 7.0 years The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. We do not anticipate declaring dividends in the foreseeablefuture. Volatility was based on historical data. We utilize the simplified method in determining option lives. The simplified method is used due to the factthat we have had significant structural changes in our business such that our historical exercise data may not provide a reasonable basis to estimate optionlives. Our stock price volatility and option lives involve management’s best estimates at the time of such determination, all of which impact the fair value ofthe option calculated under the Black-Scholes model and, ultimately, the expense that will be recognized over the life of the option. Management adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Update No. 2016-09 on January 1, 2017. Due to the adoptionof ASU 2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. As a result, we had a cumulative-effectadjustment to accumulated deficit and additional paid in capital of $27,908 resulting from adoption. The estimated forfeiture rate derived from historicalemployee termination data applied for 2016 was approximately 8.1%. Recent accounting pronouncements In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receiptsand Cash Payments (ASU 2016-15). The updated guidance clarifies how companies present and classify certain cash receipts and cash payments in thestatement of cash flows. Adoption of ASU 2016-15 is required for fiscal reporting periods beginning after December 15, 2017, including interim reportingperiods within those fiscal years with early adoption being permitted. We do not expect the adoption of ASU 2016-15 to have a material impact on ourfinancial statements. In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to EmployeeShare-Based Payment Accounting (ASU-2016-09). The updated guidance simplifies and changes how companies account for certain aspects of share-basedpayment awards to employees, including accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification ofcertain items in the statement of cash flows. The Company adopted ASU-2016-09 at the beginning of the first quarter of 2017. Due to the adoption of ASU2016-09 an accounting policy change was made to account for forfeitures as they occur and not estimated. No other material changes resulted from adoptingASU 2016-09. We used the modified retrospective method for this adoption. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases: Topic 842 (ASU 2016-02) that replaces existing lease guidance. Thenew standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding leaseliabilities on the balance sheet. Under the new guidance, leases will continue to be classified as either finance or operating, with classification affecting thepattern of expense recognition in the Statements of Operations. Lessor accounting is largely unchanged under ASU 2016-02. Adoption of ASU 2016-02 isrequired for fiscal reporting periods beginning after December 15, 2018, including interim reporting periods within those fiscal years with early adoptionbeing permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented with variousoptional practical expedients. While the Company expects adoption of ASU 2016-02 to lead to a material increase in the assets and liabilities recorded on itsBalance Sheet, the Company is still evaluating the overall impact on its financial statements. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities:Topic 825 (ASU 2016-01). The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects ofrecognition, measurement, presentation and disclosure. Adoption of ASU 2016-01 is required for fiscal reporting periods beginning after December 15, 2017,including interim reporting periods within those fiscal years. The Company does not expect adoption of ASU 2016-01 to have a material impact on itsfinancial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes: Topic 740 (ASU 2015-17).Current GAAP requires the deferred taxes for each jurisdiction to be presented as a net current asset or liability and net noncurrent asset or liability. Thisrequires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or,in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to beallocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. The new guidance requires that all deferred tax assets andliabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have onenet noncurrent deferred tax asset or liability. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction. TheCompany adopted ASU-2015-17 at the beginning of the first quarter of 2017 which had no significant impact on the financial statements as the net deferredtax assets are fully reserved. 32 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory: Topic 330 (ASU 2015-11). Topic 330 previously required anentity to measure inventory at the lower of cost or market. Market could be replacement cost, net realizable value, or net realizable value less anapproximately normal profit margin. ASU 2015-11 requires that inventory measured using either the first-in, first-out (FIFO) or average cost method bemeasured at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonablypredictable costs of completion, disposal, and transportation. The Company adopted ASU-2015-11 at the beginning of the first quarter of 2017 which had nosignificant impact on the financial statements. On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, Topic 606, requiring an entity to recognize the amount ofrevenue to which it expects to be entitled for the transfer of promised goods or services to customers. The updated standard will replace most existing revenuerecognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Earlyadoption is not permitted. The updated standard becomes effective for us in the first quarter of fiscal 2018. Based on our analysis thus far, we believe theimpact of adopting the new guidance will be immaterial to our annual and interim financial statements. The Company will also be required to makeadditional disclosures under the new guidance. We continue to assess the impact on all areas of our revenue recognition, disclosure requirements, andchanges that may be necessary to our internal controls over financial reporting. We will adopt this standard in the first quarter of 2018. With the exception of the new standards discussed above, there have been no new accounting pronouncements not yet effective that have significance, orpotential significance, to our Financial Statements. 2.Accumulated Other Comprehensive Loss The following table shows the changes in Accumulated Other Comprehensive Loss by component for the years ended December 31, 2017 and 2016: 2017 2016 Beginning balance $–– $(451)Unrealized Gain on investments, current period –– 451 Ending balance $–– $–– 3.Fair Value Measurement In accordance with FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” (“ASC Topic 820”), the Company measures its cash and cashequivalents and short-term investments at fair value on a recurring basis. ASC Topic 820 clarifies that fair value is an exit price, representing the amount thatwould be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-basedmeasurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for consideringsuch assumptions, ASC Topic 820 establishes a three-tier value fair hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1 – Observable inputs that reflect quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – Observable inputs other than quoted prices included in Level 1 for similar assets or liabilities, quoted prices in markets that are not active or otherinputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities. Level 3 – Unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. As of December 31, 2017 and 2016, the Company does not have liabilities that are measured at fair value. The following tables set forth the Company’s assets measured at fair value on a recurring basis as of December 31, 2017 and December 31, 2016, based on thethree-tier fair value hierarchy: As of December 31, 2017 Level 1 Level 2 Total Bank deposits $6,610,183 $— $6,610,183 Money market funds 53,135 — 53,135 Total Cash and cash equivalents $6,663,318 $— $6,663,318 As of December 31, 2016 Level 1 Level 2 Total Bank deposits $1,352,541 $— $1,352,541 Money market funds 53,285 — 53,285 Total Cash and cash equivalents $1,405,826 $— $1,405,826 33 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. The fair values of bank deposits and money market funds classified as Level 1 were derived from quoted market prices as active markets for these instrumentsexist. The Company has no Level 2 or Level 3 assets. The Company did not have any transfers between Level 1 and Level 2 of the fair value hierarchy duringthe years ended December 31, 2017 and 2016. 4.Inventories Inventories consist of the following at December 31, 2017 and 2016: 2017 2016 Raw materials $582,816 $531,053 Work in progress 453,890 370,740 Finished goods 810,040 855,991 Total $1,846,746 $1,757,784 5.Deferred Rent Deferred rent consists of the following at December 31, 2017 and 2016: 2017 2016 Landlord-funded leasehold improvements $1,124,790 $1,124,790 Less accumulated amortization (629,525) (502,527)Total (current portion $130,216 at December 31, 2017 and 2016) 495,265 622,263 Straight line rent adjustment 127,158 193,403 Total deferred rent $622,423 $815,666 During the years ended December 31, 2017 and 2016, the Company recorded $126,998 and $126,997, respectively, in deferred rent amortization of landlordfunded leasehold improvements. In addition, during the year ended December 31, 2017, the company recorded a reduction of deferred rent of $66,245, and during the year ended December31, 2016, the Company recorded an increase of deferred rent of $27,989, which represented the difference between cash rent payments and the recognition ofrent expense on a straight-line basis over the terms of the lease. 6.Income Taxes Income tax benefit reconciled to tax calculated at statutory rates is as follows: 2017 2016 Federal tax (benefit) on consolidated net loss at statutory rate $(855,136) $(2,734,067)Change in valuation allowance (3,419,114) 38,090 Add back tax benefit on loss attributable to non-controlling interest in subsidiary –– 396,415 Book loss related to joint venture deconsolidation –– 900,910 Basis limited on joint venture loss –– 429,450 Basis difference related to investment in joint venture (110,114) 705,500 Return to provision (1,037,754) –– Discrete due to joint venture deconsolidation –– 245,854 Federal rate change true-up 5,421,298 –– Other 820 17,848 Benefit for income taxes, net $–– $–– 34 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. At December 31, 2017 and 2016, the components of the Company’s deferred taxes are as follows: 2017 2016 Deferred tax assets (liabilities) Net operating loss carryforwards $8,162,123 $11,956,967 Accrued compensation 31,844 35,249 Depreciation 42,688 46,975 Section 263a inventory adjustment 29,171 43,787 Stock-based compensation 688,148 765,928 Outside basis difference in joint venture (224,725) (705,500)Other 28,232 33,189 Total 8,757,481 12,176,595 Less: Valuation allowance (8,757,481) (12,176,595)Net deferred tax asset $–– $–– On December 22, 2017, “H.R.1”, known as the “Tax Cuts and Jobs Act”, was signed into law in the United States. Among other items, H.R.1 reduces thefederal corporate tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result, the Company revalued its net deferred taxasset at the new lower tax rate. The Company has reduced the value of the deferred tax asset before valuation allowance by $5.4 million. The Company has the following net operating loss tax carryforwards available at December 31, 2017: Year of Expiration Net Operating Losses 2018 $1,425,000 2019 1,234,000 2020 2,849,000 2021 4,168,000 2023 1,217,000 2024 646,000 2025 589,000 2026 873,000 2027 2,607,000 2028 2,512,000 2029 2,196,000 2030 1,232,000 2031 1,028,000 2032 437,000 2033 37,000 2034 6,409,000 2035 3,093,000 2036 4,995,000 2037 1,320,000 Total $38,867,000 Based on historical losses and potential future changes in the ownership of the Company, the utilization of such loss and tax credit carryforwards could besubstantially limited. 7.Warrants The following table summarizes warrant activity for the years ended December 31, 2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 7,603,141 $4.46 7,195,997 $4.60 Granted –– –– 550,000 1.75 Exercised (914,292) 4.18 (142,856) 0.84 Forfeited/Expired –– –– –– –– Outstanding and exercisable at end of year 6,688,849 $4.50 7,603,141 $4.46 35 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. On May 12, 2016, we issued 550,000 warrants with an exercise price of $1.75 and an expiration date of May 12, 2021 in connection with the credit facilityagreement with WAVI Holdings, AG (“WAVI”). The Company recorded a debt discount related to the value of the warrants in the amount of $374,390. Thedebt discount amount recorded related to the warrants was determined based on the relative fair value of the note payable and the warrants. The outstandingwarrants have expiration dates between March 2021 and May 2021. 8.Stock-Based Compensation Stock Compensation Plans Our stock-based compensation programs are long-term retention programs that are intended to attract, retain and provide incentives for talented employees,officers and directors, and to align stockholder and employee interests. We have the following stock-based compensation plans and programs: During 1998, we adopted the 1998 Stock Option Plan (the “1998 Plan”). An aggregate of 285,714 shares of common stock were reserved for issuance uponthe exercise of options granted under the 1998 Plan. In September 2005, the shareholders approved an increase in the number of shares available for issuanceto 714,285 shares. The 1998 Plan expired on August 31, 2008. The options are exercisable for up to ten years from the grant date. As of December 31, 2017,there were outstanding options to purchase 7,142 share of Company common stock under the 1998 Plan. Subsequent to the expiration of the 1998 Plan, the Company issued, outside of the 1998 Plan, non-incentive stock options for an aggregate of 1,243,584shares of Company common stock. Of this amount, 665,105 remain outstanding at December 31, 2017. During 2013, we adopted the 2013 Performance Incentive Plan (the “2013 Plan”), which allows us to grant options or restricted stock units to all employees,including executive officers, outside consultants and non-employee directors. An aggregate of 3.1 million shares of common stock were initially reserved forissuance upon the exercise of options granted under the 2013 Plan. In May 2017, the shareholders approved an increase in the number of shares available forissuance to 4.1 million shares. Option vesting periods are generally four years for the 2013 Plan. Options granted under this plan generally expire ten yearsfrom the effective date of grant. As of December 31, 2017, there were outstanding options to purchase 2,717,762 shares of Company common stock and237,926 unvested restricted stock awards outstanding under the 2013 Plan. Issuance of Shares When options and warrants are exercised, it is the Company’s policy to issue new shares. Stock Option Activity Service Vesting-Based Stock Options The following is a summary of service vesting-based stock option activity under our stock option plans for 2017 and 2016, and the status of service vesting-based stock options outstanding at December 31, 2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Exercise Exercise Shares Price Shares Price Outstanding at beginning of year 2,513,861 $1.78 2,555,263 $1.80 Granted 155,000 2.93 739,000 1.80 Exercised (131,427) 1.17 (103,308) 1.22 Forfeited (52,932) 3.45 (469,856) 2.15 Expired - vested (94,490) 1.78 (207,238) 1.50 Outstanding at end of year 2,390,012 $1.85 2,513,861 $1.78 Stock options exercisable at year end 1,583,585 $1.72 1,329,392 $1.66 We recognized stock compensation expense of $611,705 and $612,440 related to service vesting-based options during the year ended December 31, 2017and 2016, respectively. Weighted average fair value of service vesting-based options granted was $1.91 and $1.26 per share for the years ended December 31,2017 and 2016, respectively. During the year ended December 31, 2017, service vesting-based options covering 131,427 shares of common stock with a total intrinsic value of $91,817were exercised. During the year ended December 31, 2016, service vesting-based options covering 103,308 shares of common stock with a total intrinsicvalue of $51,302 were exercised. As of December 31, 2017, there was $9,936,441 of aggregate intrinsic value of outstanding service vesting-based stock options, including $6,793,545 ofaggregate intrinsic value of exercisable service vesting-based stock options. Intrinsic value is the total pretax intrinsic value for all “in-the-money” options(i.e., the difference between the Company’s closing stock price on the last trading day of 2017 and the exercise price, multiplied by the number of shares) thatwould have been received by the option holders had all option holders exercised their options as of December 31, 2017. This amount will change based onthe fair market value of the Company’s stock. The following table summarizes information about service vesting-based stock options outstanding at December 31, 2017: Range ofExercise Prices Number Outstanding atDecember 31, 2017 Weighted Average RemainingContractual Life Weighted AverageExercise Price Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.$0.49-$1.00 17,855 1.17 $0.60 $1.01-$1.50 645,108 2.75 $1.23 $1.51-$2.50 1,632,408 7.56 $1.93 $2.51-$8.60 94,641 7.89 $4.94 2,390,012 6.22 $1.85 The weighted average remaining contractual life of exercisable service vesting-based options at December 31, 2017, is 5.6 years. Total unrecognizedcompensation cost of service vesting-based stock options at December 31, 2017 of $1,174,003 is expected to be recognized over a weighted average periodof 2.2 years. Performance-based Stock Options The Company’s Board of Directors implemented a Management Performance Bonus Plan for 2017. Based on achieving varying levels of specified revenuefor the year ending December 31, 2017, up to 1,000,000 options to purchase shares of the Company’s common stock may be vested. The options have anexercise price of $1.64, and if revenue levels are met, vest 50% on the release of the Company’s audited financial statements for 2017, and 50% one yearthereafter. If the minimum performance targets are not achieved, no options will vest. On February 27, 2018, the Company’s Board of Directors determinedthat, subject to the completion of the 2017 audit, the specified revenue target had been achieved. Accordingly, 999,997 options to purchase shares of theCompany’s common stock will vest as follows: 50% of the options vested on March 8, 2018 and the remaining 50% will vest on March 8, 2019. We recognized stock compensation expense of $509,005 related to performance-based options during the year ended December 31, 2017. Weighted averagefair value of performance-based options granted was $1.02 per share for the year ended December 31, 2017. As of December 31, 2017, there was $4,359,987of aggregate intrinsic value of outstanding performance-based stock options. The weighted average remaining contractual life of performance-based optionsat December 31, 2017, is 4.0 years. Total unrecognized compensation cost of performance-based stock options at December 31, 2017 of $509,000 is expectedto be recognized over a weighted average period of 1.0 years. 36 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Restricted Stock The following is a summary of unvested restricted stock activity for 2017 and 2016, and the status of unvested restricted stock outstanding at December 31,2017 and 2016: Year Ended Year Ended December 31, 2017 December 31, 2016 Wtd. Avg. Wtd. Avg. Grant Date Grant Date Shares Fair Value Shares Fair Value Outstanding at beginning of year 98,439 $1.90 –– $–– Granted 207,350 1.76 200,000 1.90 Vested (51,563) 1.90 (84,894) 1.90 Forfeited (16,300) 1.76 (16,667) 1.90 Non-vested at end of year 237,926 $1.79 98,439 $1.90 The aggregate fair value of the awards granted during the years ended December 31, 2017 and 2016 was $364,936 and $380,000, respectively, whichrepresents the market value of BioLife common stock on the date that the restricted stock awards were granted. The aggregate fair value of the restricted stockawards that vested during the years ended December 31, 2017 and 2016 was $154,219 and $156,564, respectively. We recognized stock compensation expense of $149,494 and $164,554 related to restricted stock awards during the years ended December 31, 2017 and2016, respectively. As of December 31, 2017, there was $344,279 in unrecognized compensation costs related to restricted stock awards. We expect torecognize those costs over 2.6 years. We recorded total stock compensation expense for the years ended December 31, 2017 and 2016, as follows: Year EndedDecember 31, 2017 2016 Research and development costs $236,972 $151,849 Sales and marketing costs 230,461 176,878 General and administrative costs 638,346 426,035 Cost of product sales 164,424 2,794 Joint venture restructuring charges –– 19,438 Total $1,270,203 $776,994 9.Commitments and Contingencies Leases We lease approximately 30,000 square feet in our Bothell, Washington headquarters. The term of our lease continues until July 31, 2021 with two options toextend the term of the lease, each of which is for an additional period of five years, with the first extension term commencing, if at all, on August 1, 2021, andthe second extension term commencing, if at all, immediately following the expiration of the first extension term. In accordance with the amended leaseagreement, our monthly base rent is approximately $58,000 at December 31, 2017, with scheduled annual increases each August and again in October for themost recent amendment. We are also required to pay an amount equal to the Company’s proportionate share of certain taxes and operating expenses. The following is a schedule of future minimum lease payments required under the facility leases as of December 31, 2017: Year Ending December 31 2018 $704,000 2019 718,000 2020 733,000 2021 433,000 Total $2,588,000 37 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Rental expense for this facility lease for the years ended December 31, 2017 and 2016 totaled $755,387 and $832,110, respectively. These amounts includethe Company’s proportionate share of property taxes and other operating expenses as defined by the lease. Employment agreements We have employment agreements with our Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, Vice President of Operations, VicePresident of Marketing, and Vice President of Sales. None of these employment agreements is for a definitive period, but rather each will continueindefinitely until terminated in accordance with its terms. The agreements provide for a base annual salary, payable in monthly (or shorter) installments. Inaddition, the agreement with the Chief Executive Officer provides for incentive bonuses at the discretion of the Board of Directors. Under certain conditionsand for certain of these officers, we may be required to pay additional amounts upon terminating the officer or upon the officer resigning for good reason. Litigation From time to time, the Company is subject to various legal proceedings that arise in the ordinary course of business, none of which are currently material tothe Company’s business. 10.Preferred Stock On June 30, 2017, we modified our existing credit facility with WAVI, a principal stockholder of the Company. Pursuant to the modification, WAVI agreedto exchange its existing credit facility, including $4.25 million of principal and accrued interest outstanding as of June 1, 2017, for 4,250 shares of theCompany’s Series A Preferred Stock, which has a fixed, aggregate stated value of $4.25 million. The preferred shares issued to WAVI are not convertible intoany other form of equity and can only be redeemed at the stated value of $4.25 million at times and in amounts solely determined by the Company. Thepreferred shares also carry an annual cash dividend of 10% of the outstanding stated value, calculated and payable in arrears on a quarterly basis. Thepreferred shares have a liquidation preference of $4.25 million over the common shareholders. No additional consideration was provided to WAVI forentering into this agreement. The exchange resulted in no gain or loss on the transaction. As of December 31, 2017, we accrued a dividend of $106,250 onthe preferred stock which is included in accrued expenses and other current liabilities in the consolidated balance sheet at December 31, 2017. The dividendwas paid subsequent to year end on January 2, 2018. 38 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A.CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filedunder the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure thatsuch information is accumulated and communicated to our management, including our chief executive officer and chief financial officer as appropriate, toallow timely decisions regarding required disclosure. During the year ended December 31, 2017 we carried out an evaluation, under the supervision and withthe participation of our management, including the chief executive officer and chief financial officer, as required by the rules and regulations under theExchange Act, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the ExchangeAct. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2017, our disclosure controls andprocedures were effective. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under theExchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of the financialreporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. This processincludes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactionsand dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of ourmanagement and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition ofour assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofthe internal control over financial reporting to future periods are subject to risk that the internal control may become inadequate because of changes inconditions, or that the degree of compliance with policies or procedures may deteriorate. Our management, including our chief executive officer and chief financial officer, conducted an evaluation of the design effectiveness of our internal controlover financial reporting based on the framework in “Internal Control — Integrated Framework (2013)” issued by the Committee of Sponsoring Organizationsof the Treadway Commission, as of December 31, 2017. Based on our assessment, we conclude that as of December 31, 2017 our internal control overfinancial reporting was effective. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financialreporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permitus to provide only management’s report in this annual report. Changes in Internal Control over Financial Reporting There were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the threemonths ended December 31, 2017. Limitations on Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error andfraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,assurance that our objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will notoccur or that all control issues and instances of fraud, if any, have been detected. ITEM 9B.OTHER INFORMATION None. 39 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. PART III Certain information required by Part III is omitted from this Form 10-K in that we will file a definitive proxy statement pursuant to Regulation 14A withrespect to our 2018 Annual Meeting (the “Proxy Statement”) no later than 120 days after the end of the fiscal year covered by this Form 10-K, and certaininformation included therein is incorporated herein by reference. Only those sections of the Proxy Statement which specifically address the items set forthherein are incorporated by reference. In addition, we have adopted a code of ethics which can be reviewed and printed from our websitewww.biolifesolutions.com. ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 11.EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is incorporated herein by reference to the Proxy Statement. PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements (Included Under Item 8): The Index to the Financial Statements is included on page 28 of this Annual Report onForm 10-K and is incorporated herein by reference. (2) Financial Statement Schedules: None. (b)Exhibits Reference is made to the Index of Exhibits beginning on page 67, which is incorporated herein by reference. (c)Excluded financial statements: None. ITEM 16.FORM 10-K Summary The Company has elected not to include a summary pursuant to this Item 16. 40 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Date: March 9, 2018 BIOLIFE SOLUTIONS, INC. /s/ Michael Rice Michael Rice Chief Executive Officer and President(principal executive officer) and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrantand in the capacities and on the dates indicated. Date: March 9, 2018 /s/ Michael Rice Michael Rice Chief Executive Officer and President(principal executive officer) and Director Date: March 9, 2018 /s/ Roderick de greef Roderick de Greef Chief Financial Officer (principal financialofficer and principal accounting officer) Date: March 9, 2018 /s/ Raymond Cohen Raymond Cohen Chairman of the Board of Directors Date: March 9, 2018 /s/ Thomas Girschweiler Thomas Girschweiler Director Date: March 9, 2018 /s/ Andrew Hinson Andrew Hinson Director Date: March 9, 2018 /s/ Joseph Schick Joseph Schick Director 41 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Index of Exhibits See Exhibit Index below for exhibits filed as part of this Annual Report on Form 10-K. ExhibitNumber Document3.1 Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 4.1 to the Registration Statement on Form S-8filed on June 24, 2013)3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of BioLife Solutions, Inc. (included as Exhibit 3.1 to theCurrent Report on Form 8-K filed on January 30, 2014)3.3 Amended and Restated Bylaws of BioLife Solutions, Inc., effective April 25, 2013 (included as Exhibit A to the Registrant’s DefinitiveInformation Statement on Schedule 14C filed March 27, 2013)3.4 Certificate of Designations, Preferences, and Rights of Series A Preferred Stock (included as Exhibit 3.1 to the current report on Form 8-K filed onJuly 6, 2017)10.1** 1998 Stock Option Plan, as amended through September 28, 2005 (included as Exhibit 4.3 to the Registration Statement on Form S-8 filed onJune 24, 2013)10.2** Amended and Restated 2013 Performance Incentive Plan (included as Appendix A to the Registrant’s Definitive Proxy Statement filed on March24, 2015)10.3** BioLife Solutions, Inc. Form of Non-Plan Stock Option Agreement (included as Exhibit 4.4 to the Registration Statement on Form S-8 filed onJune 24, 2013)10.4 Lease Agreement dated August 1, 2007 for facility space 3303 Monte Villa Parkway, Bothell, WA 98021 (included as Exhibit 10.27 and Exhibit10.29 to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 filed April 1, 2008)10.5 First Amendment to the Lease, dated November 4, 2008, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.16 to theAnnual Report on Form 10-K for the fiscal year ended December 31, 2008 filed March 31, 2009)10.6 Second Amendment to the Lease, dated March 2, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.30 to theQuarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 filed May 14, 2012)10.7 Third Amendment to the Lease, dated June 15, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.37 to theAnnual Report on Form 10-K for the fiscal year ended December 31, 2012 filed March 29, 2013)10.8 Fourth Amendment to the Lease, dated November 26, 2012, between the Company and Monte Villa Farms, LLC (included as Exhibit 10.41 to theAnnual Report on Form 10-K for the fiscal year ended December 31, 2012 filed March 29, 2013)10.9 Fifth Amendment to Lease, dated August 19, 2014, by and between the Company and Monte Villa Farms LLC (included as Exhibit 10.1 QuarterlyReport on Form 10-Q for the quarterly period ended September 30, 2014 filed on November 6, 2014)10.10 Form of Warrant issued to purchasers in the March 25, 2014 public offering (incorporated by reference to Exhibit 4.1 to the Company’s report onForm 8-K filed March 20, 2014)10.11** Employment Agreement dated December 13, 2017 between the Company and Michael Rice (filed herewith)10.12** Employment Agreement dated December 13, 2017 between the Company and Aby Mathew (filed herewith) 42 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10.13** Employment Agreement dated December 13, 2017 between the Company and Todd Berard (filed herewith)10.14 Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Raymond Cohen (included as Exhibit 10.1 tothe Current Report on Form 8-K filed on May 5, 2015)10.15 Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Thomas Girschweiler (included as Exhibit10.2 to the Current Report on Form 8-K filed on May 5, 2015)10.16 Board of Directors Services Agreement entered into May 4, 2015 by and between the Company and Other Non-Employee Directors (included asExhibit 10.3 to the Current Report on Form 8-K filed on May 5, 2015)10.17 Employment Agreement effective December 13, 2017 between the Company and Karen Foster (filed herewith)10.18 Employment Agreement dated December 13, 2017 between the Company and Roderick de Greef (filed herewith)10.19 Form of Restricted Stock Purchase Agreement pursuant to the Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.4 tothe Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016)10.20 Form of Stock Option Agreement pursuant to the Amended & Restated 2013 Performance Incentive Plan (included as Exhibit 10.5 to theQuarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed on May 16, 2016)10.21 Common Stock Purchase Warrant issued to WAVI Holding AG (included as Exhibit 10.7 to the Quarterly Report on Form 10-Q for the quarterended March 31, 2016 filed on May 16, 2016)10.22 Amended and Restated Promissory Note made by the Company in favor of WAVI Holding AG (included as Exhibit 10.1 to the Current Report onForm 8-K filed on January 12, 2017)10.23 Employment Agreement dated December 13, 2017 between the Company and James Mathers (filed herewith)10.24 Contribution Agreement dated December 31, 2016 by and between the Company, Savsu Technologies, LLC and biologistex CCM, LLC(included as Exhibit 10.31 to the Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 15, 2017)10.25 Amended and Restated biologistex CCM, LLC Limited Liability Company Agreement dated December 31, 2016 (included as Exhibit 10.32 tothe Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 15, 2017)10.26 Services Agreement dated December 31, 2016 by and between the Company and biologistex CCM, LLC (included as Exhibit 10.33 to the AnnualReport on Form 10-K for the year ended December 31, 2016 filed on March 15, 2017)10.27 Amendment No. 1 to Contribution Agreement dated January 22, 2018 by and between the Company, Savsu Technologies, LLC and biologistexCCM, LLC (filed herewith)10.28 Amendment No. 1 to Contribution Agreement dated January 22, 2018 by and between the Company, Savsu Technologies, LLC and biologistexCCM, LLC (filed herewith)23.1 Consent of Peterson Sullivan LLP (filed herewith)31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)32.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)32.2 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)101.INS XBRL Instance Document (filed herewith)101.SCH XBRL Taxonomy Extension Schema (filed herewith)101.CAL XBRL Taxonomy Extension Calculation Linkbase (filed herewith)101.DEF XBRL Taxonomy Extension Definition Linkbase (filed herewith)101.LAB XBRL Taxonomy Extension Label Linkbase (filed herewith)101.PRE XBRL Taxonomy Extension Presentation Linkbase (filed herewith) * Confidential treatment has been granted with respect to certain portions of this exhibit pursuant to an order granted by the SEC.**Management contract or compensatory plan or arrangement. 43 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.11 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Michael P. Rice (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date isJanuary 1, 2018. This Agreement replaces the employment agreement effected by the parties on February 19, 2015. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as President and Chief Executive Officer (“CEO”), inaccordance with the terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or the Board in itssole discretion to the duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on the Board for theduration of Executive’s employment in the position of CEO. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of theCEO. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation, rulesand procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of four hundred fifty thousand Dollars($450,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted bylaw, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board of Directors ofEmployer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on such review, butwill not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unlessExecutive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of four (4) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination, Discharge. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executivewhich is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) a prorated portion of any incentive bonusopportunity previously approved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subjectto reimbursement under Employer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to deathor disability, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest for the benefit of Executive’s estate.Executive or Executive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vestedcompensation required to be paid by law. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder due totermination without cause, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive orExecutive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensationrequired to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutuallyacceptable to both parties (provided, however, that such release of claims shall only require each party to release the other party from claims relatingdirectly to Executive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employeebenefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Company. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses; (b)as severance pay, (i) twenty-four (24) months’ worth of Executive’s salary at the rate in effect on the termination date; (c)100% of any incentive cash and/or stock Bonus opportunity for the current year; (d)the amount equal to to the cost of twenty-four (24) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(d) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(d) if no tax witholding wasmade. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder ofthe Company. e. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reasonprovided that Executive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date toany date at least two weeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authorityafter notice of termination has been provided. (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Such payments willbe subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to any unvested benefits or any othercompensation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 6. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns his employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: a.(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c.the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount ofCOBRA coverage in effect as of the termination date; and d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 6(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 6(c) if no tax witholding was made. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Such payments will be subject to all appropriate deductions and withholdings. Upon termination of Executive’s employment hereunder dueresignation for good reason, all unvested stock options, awards, or other equity grants or awards shall immediately fully vest. Executive orExecutive’s estate (as the case may be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensationrequired to be paid by law. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable to bothparties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly to Executive’semployment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits or relating to other matters,including, but not limited to, claims relating to his status as a shareholder of the Company. 7. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. 8. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. 9. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 11. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 12. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 13. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 14. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. 15. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. 16. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 17. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 18. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 19. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 20. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 21. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. 22. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 23. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 24. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 25. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 26. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Michael Rice Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.12 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Aby J. Mathew, PhD., (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date isJanuary 1, 2018. This Agreement replaces the employment agreement effected by the parties on February 19, 2015. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Senior Vice President and Chief Technology Officer(“CTO”), in accordance with the terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or theBoard in its sole discretion to the duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on theBoard for the duration of Executive’s employment in the position of CTO. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of theCTO. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation, rulesand procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of three hundred seventy five thousandDollars ($375,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required orpermitted by law, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board ofDirectors of Employer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on suchreview, but will not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred orunless Executive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of four (4) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination Or Discharge By Employer. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9,10, 11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission ofExecutive which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries oraffiliates, Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) a prorated portion of any incentive bonus previouslyappreoved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, allunvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the casemay be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.Executive and Executive’s estate will have no rights to any unvested benefits or any other compensation or payments after the termination date. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: (i)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a formmutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other partyfrom claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholderof the Company. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (b)as severance pay, (i) twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date, and (ii) aprorated portion of the current year’s target bonus amount (c)100% of any incentive cash and/or stock Bonus for the current year; and (d)the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(c) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(c) if no tax witholding wasmade. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder ofthe Company. 6. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided thatExecutive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date to any date at least twoweeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authority after notice of termination hasbeen provided. All compensation, payments and unvested benefits will cease on the termination date. Employer will pay Executive (i) Executive’s salarythrough the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. 7. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns his employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a.(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c.the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount ofCOBRA coverage in effect as of the termination date; and d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to anyunvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable toboth parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly toExecutive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits orrelating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Company. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all unvested stock options, awards, etc., shallimmediately fully vest for the benefit of Executive’s estate. 8. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 9. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. 11. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. 12. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. 13. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 14. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 15. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. 16. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 17. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 18. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. 19. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 20. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 21. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 22. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 23. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. 24. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 25. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 26. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 27. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Aby J. Mathew, PhD Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.13 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Michael P. Rice (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date isJanuary 1, 2018. This Agreement replaces the employment agreement effected by the parties on February 20, 2015. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Vice President of Marketing (“VP Marketing”), inaccordance with the terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or the Board in itssole discretion to the duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on the Board for theduration of Executive’s employment in the position of VP Marketing. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of the VPMarketing. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation,rules and procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of two hundred fifty thousand Dollars($250,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted bylaw, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board of Directors ofEmployer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on such review, butwill not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unlessExecutive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of three (3) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination Or Discharge By Employer. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executivewhich is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) a prorated portion of any incentive bonus previouslyappreoved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, allunvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the casemay be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.Executive and Executive’s estate will have no rights to any unvested benefits or any other compensation or payments after the termination date. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amountof COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a formmutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other partyfrom claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholderof the Company. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (b)as severance pay, (i) six (6) months’ worth of Executive’s salary at the rate in effect on the termination date; and (c)100% of any incentive cash and/or stock Bonus opportunity for the current year; and (d)the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amountof COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(c) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(c) if no tax witholding wasmade. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder ofthe Company. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 6. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided thatExecutive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date to any date at least twoweeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authority after notice of termination hasbeen provided. All compensation, payments and unvested benefits will cease on the termination date. Employer will pay Executive (i) Executive’s salarythrough the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. 7. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns his employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: a.(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c.the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRAcoverage in effect as of the termination date; and Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to anyunvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable toboth parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly toExecutive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits orrelating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Company. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all unvested stock options, awards, etc., shallimmediately fully vest for the benefit of Executive’s estate. 8. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. 9. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. 10. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 11. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 12. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. 13. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 14. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 15. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. 16. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. 17. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 18. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 19. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 20. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 21. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 22. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. 23. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 24. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 25. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 26. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 27. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Todd Berard Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.17 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Michael P. Rice (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date isJanuary 1, 2018. This Agreement replaces the employment agreement effected by the parties on April 13, 2016. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Vice President of Operations (“VP Operations”), inaccordance with the terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or the Board in itssole discretion to the duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on the Board for theduration of Executive’s employment in the position of VP Operations. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of the VPOperations. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation,rules and procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of three hundred thousand Dollars($300,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted bylaw, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board of Directors ofEmployer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on such review, butwill not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unlessExecutive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of three (3) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination Or Discharge By Employer. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executivewhich is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) her salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) her salary through the date of termination, (ii) a prorated portion of any incentive bonus previouslyappreoved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, allunvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the casemay be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.Executive and Executive’s estate will have no rights to any unvested benefits or any other compensation or payments after the termination date. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)(i) her salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amountof COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a formmutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other partyfrom claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her status as a shareholderof the Company. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) her salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (b)as severance pay, (i) twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date, and (ii) aprorated portion of the current year’s target bonus amount (c)100% of any incentive cash and/or stock Bonus for the current year; and (d)the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(c) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(c) if no tax witholding wasmade. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to her status as a shareholder ofthe Company. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 6. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided thatExecutive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date to any date at least twoweeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authority after notice of termination hasbeen provided. All compensation, payments and unvested benefits will cease on the termination date. Employer will pay Executive (i) Executive’s salarythrough the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. 7. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate her employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns her employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: a.(i) her salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. c.the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRAcoverage in effect as of the termination date; and Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to anyunvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable toboth parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly toExecutive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits orrelating to other matters, including, but not limited to, claims relating to her status as a shareholder of the Company. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all unvested stock options, awards, etc., shallimmediately fully vest for the benefit of Executive’s estate. 8. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. 9. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. 10. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 11. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 12. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. 13. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 14. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 15. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. 16. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. 17. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 18. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 19. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 20. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 21. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 22. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. 23. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 24. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 25. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 26. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 27. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Karen Foster Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.18 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Roderick de Greef (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date isJanuary 1, 2018. This Agreement replaces the employment agreement effected by the parties on May 3, 2016. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Chief Financial Officer (“CFO”), in accordance withthe terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or the Board in its sole discretion tothe duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on the Board for the duration ofExecutive’s employment in the position of CFO. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of theCFO. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation, rulesand procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of three hundred fifty thousand Dollars($350,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required or permitted bylaw, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board of Directors ofEmployer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on such review, butwill not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred or unlessExecutive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of four (4) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination Or Discharge By Employer. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executivewhich is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) a prorated portion of any incentive bonus previouslyappreoved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, allunvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the casemay be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.Executive and Executive’s estate will have no rights to any unvested benefits or any other compensation or payments after the termination date. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a formmutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other partyfrom claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholderof the Company. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (b)as severance pay, (i) twenty-four (24) months’ worth of Executive’s salary at the rate in effect on the termination date (c)100% of any incentive cash and/or stock Bonus opportunity for the current year; and (d)the amount equal to to the cost of twenty-four (24) months’ medical insurance premiums at a monthly amount equal to theamount of COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(c) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(c) if no tax witholding wasmade. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder ofthe Company. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 6. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided thatExecutive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date to any date at least twoweeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authority after notice of termination hasbeen provided. All compensation, payments and unvested benefits will cease on the termination date. Employer will pay Executive (i) Executive’s salarythrough the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. 7. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns his employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: a.(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of twelve (12) months’ worth of Executive’s salary at the rate in effect on the termination date. c.the amount equal to to the cost of twelve (12) months’ medical insurance premiums at a monthly amount equal to the amount ofCOBRA coverage in effect as of the termination date; and Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to anyunvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable toboth parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly toExecutive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits orrelating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Company. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all unvested stock options, awards, etc., shallimmediately fully vest for the benefit of Executive’s estate. 8. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. 9. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. 10. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 11. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 12. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. 13. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 14. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 15. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. 16. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. 17. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 18. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 19. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 20. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 21. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 22. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. 23. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 24. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 25. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 26. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 27. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Roderick de Greef Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.23 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made between BioLife Solutions Inc., a Delaware corporation (“Employer” orthe “Company”), and Jim Mathers (“Executive”). Executive and the Company are sometimes referred to herein as the “Parties.” The effective date is January1, 2018. This Agreement replaces the employment agreement effected by the parties on June 3, 2016. RECITALS A. Employer is in the business (the “Business”) of manufacturing and marketing biopreservation media and cold chain products for cells,tissues, and organs. B. Employer desires to obtain the services of Executive, in which capacity Executive has access to Employer’s Confidential Information (ashereinafter defined), and to obtain assurance that Executive will protect Employer’s Confidential Information and will not compete with Employer or solicitits customers or its other employees during the term of employment and for a reasonable period of time after termination of employment pursuant to thisAgreement, and Executive is willing to agree to these terms. C. Executive desires to be assured of the salary and other benefits provided for in this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the sufficiency and receipt ofwhich are hereby acknowledged, the parties agree as follows: 1. Employment. a. Employer hereby employs Executive, and Executive agrees to be employed as Vice President of Sales (“VP Sales”), in accordancewith the terms and conditions set forth in this Agreement. Changes may be made from time to time by Employer and/or the Board in its solediscretion to the duties, authorities, reporting relationships and title of Executive. The board will nominate Executive to sit on the Board for theduration of Executive’s employment in the position of VP Sales. b. Executive will devote full time, attention, and best efforts to achieving the purposes and discharging the responsibilities of the VPSales. Executive will comply with all rules, policies and procedures of Employer as modified from time to time, including without limitation, rulesand procedures set forth in the Employer’s employee handbook, supervisor’s manuals and operating manuals. Executive will perform all ofExecutive’s responsibilities in compliance with all applicable laws and will ensure that the operations that Executive manages are in compliancewith all applicable laws. During Executive’s employment, Executive will not engage in any other business activity which, in the reasonablejudgment of the Employer, conflicts with the duties of Executive under this Agreement, whether or not such activity is pursued for gain, profit orother pecuniary advantage. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c. Nothing herein shall preclude Executive from: (1) continuing to serve on the board of directors or trustees of any businesscorporation or any charitable organization on which he currently serves and which is identified on Exhibit A hereto, or (2) subject to the priorapproval of the Board, appointment to any additional directorships or trusteeships, or (3) serving in an advisory role for other business entities,provided in each case, and in the aggregate, that such activities do not interfere with the performance of Executive’s duties hereunder or conflictwith Section 9 of this Agreement. 2. Term of Employment. The term of employment (“Term”) will not be for a definite period, but rather continue indefinitely until terminatedin accordance with the terms and conditions of this Agreement. 3. Compensation. For the duration of Executive’s employment hereunder, the Executive will be entitled to compensation which will becomputed and paid pursuant to the following subparagraphs. a. Base Salary. Employer will pay to Executive a base salary (“Base Salary”) at an annual rate of two hundred twenty fifty thousandDollars ($225,000), payable in such installments (but in no event less than monthly), subject to withholdings and deductions as required orpermitted by law, as is Employer’s policy with respect to other employees. Executive’s Base Salary will be reviewed periodically by the Board ofDirectors of Employer during the term of Executive’s employment and may be adjusted in the sole discretion of the Board of Directors based on suchreview, but will not be reduced by Employer unless a material adverse change in the financial condition or operations of Employer has occurred orunless Executive’s responsibilities are altered to reflect less responsibility. b. Performance Bonus. Employer under direction of its Board may pay or cause to be paid to Executive such Bonus as it from time totime determines appropriate. c. Commissions on Net Revenue. On a monthly basis, Employer will pay Executive commissions, subject to withholdings anddeductions as required or permitted by law, as follows: Biopreservation media products: 0.75% of net revenue for the preceding month. 4. Other Benefits. a. Certain Benefits. Executive will be eligible to participate in all employee benefit programs established by Employer that areapplicable to management personnel such as medical, pension, disability and life insurance plans on a basis commensurate with Executive’sposition and in accordance with Employer’s policies from time to time, but nothing herein shall require the adoption or maintenance of any suchplan. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Vacations, Holidays and Expenses. Executive will be provided accrued paid vacation of three (3) weeks each calendar year, whichshall be the maximum number of days Executive may accrue at any time, and which shall be taken at such times as are consistent with Executive’sresponsibilities hereunder. Executive will be provided such holidays and vacation as Executive makes available to its management level employeesgenerally. Employer will reimburse Executive in accordance with company policies and procedures for reasonable expenses necessarily incurred inthe performance of duties hereunder against appropriate receipts and vouchers indicating the specific business purpose for each such expenditure. Inno case shall any reimbursement be made later than December 31st of the year following the calendar year in which such expense is incurred. c. Right of Set-off. By accepting this Agreement, Executive consents to a deduction from any amounts Employer owes Executive fromtime to time (including amounts owed to Executive as wages or other compensation, fringe benefits, or vacation pay, as well as any other amountsowed to Executive by Employer), to the extent of the amounts Executive owes to Employer. Whether or not Employer elects to make any set-off inwhole or in part, if Employer does not recover by means of set-off the full amount Executive owes it, calculated as set forth above, Executive agreesto pay immediately the unpaid balance to Employer. 5. Termination Or Discharge By Employer. a. For Cause. Employer will have the right to immediately terminate Executive’s services and this Agreement for Cause. “Cause”means the Employer’s belief that any of the following has occurred: (i) any breach of this Agreement by Executive, including, without limitation, breach of Executive’s covenants in Sections 9, 10,11 and 12; (ii) any failure to perform assigned job responsibilities that continues unremedied for a period of ten (10) days after writtennotice to Executive by Employer; (iii) Executive’s malfeasance or misconduct in connection with Executive’s duties hereunder or any act or omission of Executivewhich is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, (iv) commission of a felony or misdemeanor or failure to contest prosecution for a felony or misdemeanor; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (v) the Employer’s reasonable belief that Executive engaged in a violation of any statute, rule or regulation, any of which in thejudgment of Employer is harmful to the Business or to Employer’s reputation; (vi) the Employer’s reasonable belief that Executive engaged in unethical practices, dishonesty or disloyalty; (vii) or any reason that would constitute Cause under the laws the State of Washington. Upon termination of Executive’s employment hereunder for Cause, the Company shall pay the Executive no later than fourteen (14) daysfrom the termination date in a lump sum: (i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for anyunreimbursed business expenses that are subject to reimbursement under Employer’s then current policy on business expenses. Executive will haveno rights to any unvested benefits or any other compensation or payments after the termination date. b. Due to Death or Disability. Employer will have the right to immediately terminate Executive’s services and this Agreement due todeath or disability. For purposes of this Agreement, “disability” means the incapacity or inability of Executive, whether due to accident, sickness orotherwise, as determined by a medical doctor acceptable to the Board of Directors of Employer and confirmed in writing by such doctor, to performthe essential functions of Executive’s position under this Agreement, with or without reasonable accommodation (provided that no accommodationthat imposes undue hardship on Employer will be required) for a period of sixty (60) consecutive days or for an aggregate of ninety (90) days duringany period of twelve (12) months, or such longer period as may be required under disability law. Upon termination of Executive’s employment hereunder due to death or disability, the Company shall pay the Executive no later than fourteen (14)days from the termination date in a lump sum: (i) his salary through the date of termination, (ii) a prorated portion of any incentive bonus previouslyappreoved by the Board, (iii) for any unused vacation time, and (iv) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. Upon termination of Executive’s employment hereunder due to death or disability, allunvested stock options, awards, etc., shall immediately fully vest for the benefit of Executive’s estate. Executive or Executive’s estate (as the casemay be) shall be entitled to receive any vested benefits required to be paid by law and any vested compensation required to be paid by law.Executive and Executive’s estate will have no rights to any unvested benefits or any other compensation or payments after the termination date. c. Without Cause. Employer may terminate Executive’s employment under this Agreement without cause and without advancenotice; provided, however, that Employer will pay (unless subparagraph 5(d) of this Agreement applies, in which case the provisions therein shallgovern), no later than fourteen (14) days from the termination date in a lump sum: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (i)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (ii)severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. (iii)the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amountof COBRA coverage in effect as of the termination date; and (iv)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(c)(iii) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(c)(iii) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer andExecutive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a formmutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the other partyfrom claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholderof the Company. d. Change in Control. (i) For purposes of this Agreement, Change in Control shall mean (i) the consummation of a merger or consolidation of theCompany with or into another entity, (ii) the dissolution, liquidation or winding up of the Company or (iii) the sale of all or substantially allof the Company's assets. The foregoing notwithstanding, a merger or consolidation of the Company shall not constitute a "Change inControl" if immediately after such merger or consolidation a majority of the voting power of the capital stock of the continuing or survivingentity, or any direct or indirect parent corporation of such continuing or surviving entity, will be owned by the persons who were theCompany's stockholders immediately prior to such merger or consolidation in substantially the same proportions as their ownership of thevoting power of the Company's capital stock immediately prior to such merger or consolidation. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. (ii) Employer may terminate Executive’s employment under this Agreement upon or within 90 days following a Change inControl without advance notice; provided, however, that Employer will pay, no later than sixty (60) days from the termination date in a lumpsum: (a)(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed businessexpenses that are subject to reimbursement under Employer’s then current policy on business expenses. (b)as severance pay, (i) six (6) months’ worth of Executive’s salary at the rate in effect on the termination date, and (ii) aprorated portion of the current year’s target bonus amount (c)100% of any incentive cash and/or stock Bonus for the current year; and (d)the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amountof COBRA coverage in effect as of the termination date; and (e)an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRApremiums under Section 5(d)(ii)(c) after all applicable witholding tax is deducted (using applicable supplemental wagewitholding rates) is the full amount Executive would have received under Section 5(d)(ii)(c) if no tax witholding wasmade. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights toany unvested benefits or any other compensation. (iii) Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, bothEmployer and Executive have signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims ina form mutually acceptable to both parties (provided, however, that such release of claims shall only require each party to release the otherparty from claims relating directly to Executive’s employment and the termination thereof, and shall not require Executive to release claimsrelating to vested employee benefits or relating to other matters, including, but not limited to, claims relating to his status as a shareholder ofthe Company. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 6. No Fault Termination By Executive. Executive may terminate Executive’s employment under this Agreement for any reason provided thatExecutive gives Employer at least ninety (90) days’ notice in writing. Employer may, at its option, accelerate such termination date to any date at least twoweeks after Executive’s notice of termination. Employer may also, at its option, relieve Executive of all duties and authority after notice of termination hasbeen provided. All compensation, payments and unvested benefits will cease on the termination date. Employer will pay Executive (i) Executive’s salarythrough the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses that are subject to reimbursement underEmployer’s then current policy on business expenses. 7. Termination By Executive for Good Reason. Executive’s employment pursuant to this Agreement shall terminate in the event Executiveshall determine that there is “Good Reason” to terminate his employment, which shall mean the following: a. Employer’s material breach of the terms of this Agreement or any other written agreement between Executive and Employer; b. a material reduction of Executive’s salary, other than as a result of a general salary reduction affecting substantially all Companyemployees; c. any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or Provided that Executive has provided with notice of the existence of a condition giving rise to “Good Reason” to terminate within ninety (90) daysfollowing the initial existence of such a condition, Employer shall have thirty (30) days to cure any such alleged breach, assignment, reduction orrequirement referenced above, after Executive provides Employer written notice of the actions or omissions constituting such breach, assignment,reduction or requirement. If Executive resigns his employment for Good Reason, Executive shall be paid no later than fourteen (14) days from the termination date in a lumpsum: a.(i) his salary through the date of termination, (ii) for any unused vacation time, and (iii) for any unreimbursed business expenses thatare subject to reimbursement under Employer’s then current policy on business expenses. b.severance pay of six (6) months’ worth of Executive’s salary at the rate in effect on the termination date. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. c.the amount equal to to the cost of six (6) months’ medical insurance premiums at a monthly amount equal to the amount of COBRAcoverage in effect as of the termination date; and d.an additional tax gross up payment in an amount necessary so that the amount received by Executive to cover COBRA premiumsunder Section 7(c) after all applicable witholding tax is deducted (using applicable supplemental wage witholding rates) is the fullamount Executive would have received under Section 7(c) if no tax witholding was made. Such payments will be subject to all appropriate deductions and withholdings. Upon termination, Executive will have no rights to anyunvested benefits or any other compensation. Executive shall only be entitled to such severance pay if, within thirty (30) days following the date of termination, both Employer and Executivehave signed (and then Executive does not rescind, as may be permitted by law) a mutual general release of claims in a form mutually acceptable toboth parties (provided, however, that such release of claims shall only require each party to release the other party from claims relating directly toExecutive’s employment and the termination thereof, and shall not require Executive to release claims relating to vested employee benefits orrelating to other matters, including, but not limited to, claims relating to his status as a shareholder of the Company. Upon termination of Executive’s employment due to Executive’s Resignation for Good Reason, all unvested stock options, awards, etc., shallimmediately fully vest for the benefit of Executive’s estate. 8. Return of Company Property. Upon termination of this Agreement or upon request of the Company, Executive shall deliver to theCorporation all property, documents and materials pertaining to the Company’s business including, but not limited to, memoranda, notes, records, drawings,manuals, disks, copies, representations, extracts, summaries and analyses, all inventory, demonstration units, and any other property, documents or media ofthe Corporation, and all equipment belonging to the company, including but not limited to corporate cards, access cards, office keys, office equipment,laptop and desktop computers, cell phones and other wireless devices, thumb drives, zip drives and all other media storage devices. 9. Covenant Not To Compete. During Executive’s employment by Employer and for a period expiring one (1) year after the termination ofExecutive’s employment for any reason, Executive covenants and agrees that Executive will not: a. Directly, indirectly, or otherwise, own, manage, operate, control, serve as a consultant to, be employed by, participate in, or beconnected, in any manner, with the ownership, management, operation or control of any business that competes with the Business or that competeswith Employer or any of its affiliates or that is engaged in any type of business which, at any time during Executive’s employment with Employer,Employer or any of its affiliates planned to develop; Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. b. Hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee or agent of Employeror any of its affiliates to alter or discontinue a relationship with Employer or to do any act that is inconsistent with the interests of Employer or anyof its affiliates; c. Directly or indirectly solicit, divert, take away or attempt to solicit, divert or take away any customers of Employer or any of itsaffiliates; or d. Directly or indirectly solicit, divert, or in any other manner persuade or attempt to persuade any supplier of Employer or any of itsaffiliates to alter or discontinue its relationship with Employer or any of its affiliates. For the purposes of this Section 9, businesses that are deemed to compete with Employer include, without limitation, businesses engaged inmanufacturing and marketing biopreservation media for cells, tissues, and organs or cold chain management products and/or services. The geographic scopeof the prohibitions in this Section 9 shall be any city, town or county in which the Company conducts or does any business as of or within one (1) year ofExecutive’s last day of employment with the Company. Notwithstanding Executive’s obligations under this Section 9, Executive will be entitled to own, as apassive investor, up to five percent (5%) of any publicly traded company without violating this provision. Employer and Executive agree that: this provision does not impose an undue hardship on Executive and is not injurious to the public; that thisprovision is necessary to protect the business of Employer and its affiliates; the nature of Executive’s responsibilities with Employer under this Agreementrequire Executive to have access to confidential information which is valuable and confidential to all of the Business; the scope of this Section 9 isreasonable in terms of length of time and geographic scope; and adequate consideration supports this Section 9, including consideration herein. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 10. Confidential Information. Executive recognizes that Employer’s business and continued success depend upon the use and protection ofconfidential and proprietary business information, including, without limitation, the information and technology developed by or available through licensesto Employer, to which Executive has access (all such information being “Confidential Information”). For purposes of this Agreement, the phrase“Confidential Information” includes, for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specificallydesignated as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets andcustomers; financial information; information concerning the development of new products and services; information concerning any personnel of Employer(including, without limitation, skills and compensation information); intellectual property; and technical and non-technical data related to softwareprograms, designs, specifications, compilations, inventions, improvements, methods, processes, procedures and techniques; provided, however, that thephrase does not include information that (a) was lawfully in Executive’s possession prior to disclosure of such information by Employer; (b) was, or at anytime becomes, available in the public domain other than through a violation of this Agreement; (c) is documented by Executive as having been developed byExecutive outside the scope of Executive’s employment and independently; or (d) is furnished to Executive by a third party not under an obligation ofconfidentiality to Employer. Executive agrees that during Executive’s employment and after termination of employment irrespective of cause, Executive willuse Confidential Information only (i) while employed by the Company, in the business of and for the benefit of the Company, or (ii) when required to do soby a court of competent jurisdiction, by any governmental agency having supervisory authority over the business of the Company, or by any administrativebody or legislative body (including a committee thereof) with jurisdiction to order Executive to divulge, disclose or make accessible such information, andthen only after providing written notice to Employer that such a demand has been made. Executive’s obligation under this Agreement is in addition to anyobligations Executive has under state or federal law. Executive agrees to deliver to Employer immediately upon termination of Executive’s employment, orat any time Employer so requests, all tangible items containing any Confidential Information (including, without limitation, all memoranda, photographs,records, reports, manuals, drawings, blueprints, prototypes, notes taken by or provided to Executive, and any other documents or items of a confidentialnature belonging to Employer), together with all copies of such material in Executive’s possession or control. Executive agrees that in the course ofExecutive’s employment with Employer, Executive will not violate in any way the rights that any entity has with regard to trade secrets or proprietary orconfidential information. Executive’s obligations under this Section 10 are indefinite in term and shall survive the termination of this Agreement. 11. Work Product and Copyrights. Executive agrees that all right, title and interest in and to the materials resulting from the performance ofExecutive’s duties at Employer and all copies thereof, including works in progress, in whatever media, (the “Work”), will be and remain in Employer upontheir creation. Executive will mark all Work with Employer’s copyright or other proprietary notice as directed by Employer. Executive further agrees: a. To the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the“Copyright Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright Law, and thatEmployer will be considered the “author” of such portion of the Work and the sole and exclusive owner throughout the world of copyright therein;and b. If any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright Law, thatExecutive hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest in and to such Work or in anysuch portion thereof and any copyright therein and further agrees to execute and deliver to Employer, upon request, appropriate assignments of suchWork and copyright therein and such other documents and instruments as Employer may request to fully and completely assign such Work andcopyright therein to Employer, its successors or nominees, and that Executive hereby appoints Employer as attorney-in-fact to execute and deliverany such documents on Executive’s behalf in the event Executive should fail or refuse to do so within a reasonable period following Employer’srequest. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 12. Inventions and Patents. For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions,improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that allInventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’swork with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected businessof Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide writtenwaivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to suchInventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patentwill be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior toissuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, orExecutive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 uponissuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1)year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) sothat Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to thisAgreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer inthe normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation ofthis Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. NOTICE: In accordance with Washington law, this Section 12 does not apply to Inventions for which no equipment, supplies, facility, or tradesecret information of Employer was used and which was developed entirely on Executive’s own time, unless: (a) the Invention relates (i) directly to thebusiness of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the Invention results from any workperformed by Executive for Employer. 13. Remedies. Notwithstanding other provisions of this Agreement regarding dispute resolution, Executive agrees that Executive’s violation ofany of Sections 9, 10, 11 or 12 of this Agreement would cause Employer irreparable harm which would not be adequately compensated by monetary damagesand that an injunction may be granted by any court or courts having jurisdiction, restraining Executive from violation of the terms of this Agreement, uponany breach or threatened breach of Executive of the obligations set forth in any of Sections 9, 10, 11 or 12. The preceding sentence shall not be construed tolimit Employer from any other relief or damages to which it may be entitled as a result of Executive’s breach of any provision of this Agreement, includingSections 9, 10, 11 or 12. Executive also agrees that a violation of any of Sections 9, 10, 11 or 12 would entitle Employer, in addition to all other remediesavailable at law or equity, to recover from Executive any and all funds, including, without limitation, wages, salary and profits, which will be held byExecutive in constructive trust for Employer, received by Executive in connection with such violation. 14. Dispute Resolution. Except for the right of Employer and Executive to seek injunctive relief in court, any controversy, claim or dispute ofany type arising out of or relating to Executive’s employment or the provisions of this Agreement shall be resolved in accordance with this Section 14regarding resolution of disputes, which will be the sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced inaccordance with the Federal Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisionsinclude, without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters pertaining totermination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures also include claims and disputes arisingout of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Washington MinimumWage Act, and the Washington Law Against Discrimination. Nothing in this provision is intended to restrict Executive from submitting any matter to anadministrative agency with jurisdiction over such matter. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. a. Mediation. Employer and Executive will make a good faith attempt to resolve any and all claims and disputes by submitting themto mediation in Snohomish County, Washington before resorting to arbitration or any other dispute resolution procedure. The mediation of anyclaim or dispute must be conducted in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation,by a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the parties to thisAgreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike list method. Within thirty (30)days after the selection of the mediator, Employer and Executive and their respective attorneys will meet with the mediator for one mediationsession of at least four hours. If the claim or dispute cannot be settled during such mediation session or mutually agreed continuation of the session,either Employer or Executive may give the mediator and the other party to the claim or dispute written notice declaring the end of the mediationprocess. All discussions connected with this mediation provision will be confidential and treated as compromise and settlement discussions.Nothing disclosed in such discussions, which is not independently discoverable, may be used for any purpose in any later proceeding. Themediator’s fees will be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. b. Arbitration. If any claim or dispute has not been resolved in accordance with Section a, then the claim or dispute will bedetermined by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein. Thearbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general employment andcommercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member in a law firm. The arbitration shall beheld in Snohomish County, Washington. If Employer and Executive cannot agree on an arbitrator, then the arbitrator will be selected by JAMS inaccordance with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the mediationprovision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted and the arbitrator maydecide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent to which any dispute is subject to the disputeresolution provisions in Section 14 and the arbitrator may award any relief permitted by law. The arbitrator must base the arbitration award on theprovisions of Section 14 and applicable law and must render the award in writing, including an explanation of the reasons for the award. Judgmentupon the award may be entered by any court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statuteof limitations applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section b. The arbitrator’s feeswill be paid in equal portions by Employer and Executive, unless Employer agrees to pay all such fees. 15. Fees Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’ fees incurred inany litigation or dispute relating to the interpretation or enforcement of this Agreement. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 16. 409A. It is intended that any payment or benefit that is provided pursuant to or in connection with this Agreement that is considered to bedeferred compensation subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Code”) shall be paid and provided in a manner, and atsuch time and form, as complies with the applicable requirements of Section 409A of the Code to avoid the unfavorable tax consequences provided thereinfor non-compliance. It is further intended that the payments hereunder shall, to the maximum extent permissible under Section 409A of the Code, be exemptfrom Section 409A of the Code under either (i) the exception for involuntary separation pay to the extent that all payments are payable within the limitationsdescribed in Treasury Regulation Section 1.409A-1(b)(9), or (ii) the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4) tothe extent that all payments are payable no later than two and a half months after the end of the first taxable year in which the right to the payment is nolonger subject to a substantial risk of forfeiture. a. If the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code at such time, any payments to bemade or benefits to be delivered in connection with the Executive’s “Separation from Service” (as defined below) that constitute deferredcompensation subject to Section 409A of the Code shall not be made until the later of (i) eighteen months following the Effective Date or (ii) sixmonths plus one day after the Executive’s Separation from Service (the “409A Deferral Period”) as required by Section 409A of the Code, providedthat the payment of any such deferred compensation may be paid immediately following the Executive’s death. Payments of any such deferredcompensation otherwise due to be made in installments or periodically during the 409A Deferral Period shall be accumulated and paid in a lumpsum as soon as the 409A Deferral Period ends, and the balance of the payment shall be made as otherwise scheduled. b. For purposes of this Agreement, all rights to payments and benefits hereunder shall be treated as rights to receive a series of separatepayments and benefits to the fullest extent allowed by Section 409A of the Code. c. For purposes of this Agreement, with respect to the timing of any amounts that constitute deferred compensation subject to Section409A of the Code that depends on termination of employment or separation from service, termination of employment or separation from serviceshall mean a “separation from service” within the meaning of Section 409A of the Code where it is reasonably anticipated that no further serviceswould be performed after such date or that the level of bona fide services the Executive would perform after that date (whether as an employee orindependent contractor) would permanently decrease to a level less than or equal to twenty percent (20%) of the average level of bona fide servicesthe Executive performed over the immediately preceding thirty-six (36) month period. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 17. Disclosure. Executive agrees fully and completely to reveal the terms of this Agreement to any future employer or potential employer ofExecutive and authorizes Employer, at its election, to make such disclosure. 18. Representation of Executive. Executive represents and warrants to Employer that Executive is free to enter into this Agreement and has nocontract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants,services and duties provided for in this Agreement, and is not contravene the terms of any statute, law, or regulation to which Executive is subject. Executiveagrees to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that,the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment,arrangement or understanding. 19. Conditions of Employment. Employer’s obligations to Executive under this Agreement are conditioned upon Executive’s timelycompliance with requirements of the United States immigration laws. 20. Assignability. This Agreement shall not be assignable by Executive. This Agreement may be assigned by the Company to a company whichis a successor in interest to substantially all of the business operations of the Company. Such assignment shall become effective when the Company notifiesthe Executive of such assignment or at such later date as may be specified in such notice. Upon such assignment, the rights and obligations of the Companyhereunder shall become the rights and obligations of such successor company, provided that any assignee expressly assumes the obligations, rights andprivileges of this Agreement. 21. Notices. Any notices required or permitted to be given hereunder are sufficient if in writing and delivered by hand, by facsimile, byregistered or certified mail, postage prepaid, or by overnight courier, to Executive at Executive’s home address as most recently updated in Executive’sHuman Resources records, or to BioLife Solutions, Inc., 3303 Monte Villa Parkway, #310, Bothell, WA 98021, Attention: Chief Executive Officer. Noticesshall be deemed to have been given (i) upon delivery, if delivered by hand or by email, (ii) seven days after mailing, if mailed, (iii) one business day afterdelivery, if delivered by courier, and (iv) one business day following receipt of an appropriate electronic confirmation, if by facsimile. 22. Severability. If any provision of this Agreement or compliance by any of the parties with any provision of this Agreement constitutes aviolation of any law, or is or becomes unenforceable or void, then such provision, to the extent only that it is in violation of law, unenforceable or void, shallbe deemed modified to the extent necessary so that it is no longer in violation of law, unenforceable or void, and such provision will be enforced to thefullest extent permitted by law. The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid orunenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceableprovision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation of law, unenforceable or void, shall bedeemed severable from the remaining provisions of this Agreement, which provisions will remain binding on the parties. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. 23. Waivers. No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder will operate as a waiverthereof; nor will any single or partial waiver of a breach of any provision of this Agreement operate or be construed as a waiver of any subsequent breach; norwill any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedygranted hereby or by law. 24. Governing Law. Except as provided in Section 14 above, the validity, construction and performance of this Agreement shall be governedby the laws of the State of Washington without regard to the conflicts of law provisions of such laws. The parties hereto expressly recognize and agree thatthe implementation of this Section 24 is essential in light of the fact that Employer has its corporate headquarters and its principal executive offices withinthe State of Washington, and there is a critical need for uniformity in the interpretation and enforcement of the employment agreements between Employerand its key employees. The Snohomish County Superior Court in Washington shall have exclusive jurisdiction of any lawsuit arising from or relating toExecutive’s employment with, or termination from, Employer, or arising from or relating to this Agreement. Executive consents to such venue and personaljurisdiction. 25. Counterparts. This agreement may be executed in counterpart in different places, at different times and on different dates, and in that caseall executed counterparts taken together collectively constitute a single binding agreement. 26. Costs and Fees Related to Negotiation and Execution of Agreement. Each Party Shall be responsible for the payment of its own costs andexpenses, including legal fees and expenses, in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the paymentof any commissions or compensation in the nature of finders' fees or brokers' fees, gratuity or other similar thing or amount in consideration of the other Partyentering into this Agreement to any broker, agent or third party acting on behalf of the other Party. 27. Entire Agreement. This instrument contains the entire agreement of the parties with respect to the relationship between Executive andEmployer and supersedes all prior agreements and understandings, and there are no other representations or agreements other than as stated in this Agreementrelated to the terms and conditions of Executive’s employment. This Agreement may be changed only by an agreement in writing signed by the party againstwhom enforcement of any waiver, change, modification, extension or discharge is sought, and any such modification will be signed by an authorizedrepresentative of Employer. Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. IN WITNESS WHEREOF, the parties have duly signed and delivered this Agreement as of the day and year first above written. EMPLOYER By Title: EXECUTIVE Jim Mathers Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT A DISCLOSURE OF OUTSIDE BOARD OF DIRECTORS AND TRUSTEE POSITIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT B LIST OF INVENTIONS Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.27 AMENDMENT NO. 1 TOCONTRIBUTION AGREEMENT This Amendment No.1 to Contribution Agreement (this “Amendment”), effective as of the date of last signature below, hereby amends that certainContribution Agreement, dated December 31, 2016 (the “Agreement”), between Savsu Technologies, LLC, (“Savsu”), biologistix CCM, LLC, (“JV”) andBioLife Solutions, Inc. (“Company”). Terms not defined herein have the meanings ascribed to them in the Agreement. The Parties entered into the Agreement pursuant to which certain changes in equity ownership were detailed in Section 1.8. The Parties now desire toamend the Agreement as follows: 1.Section 1.8 of the Agreement, “BLS Post-Closing Transfer of Equity to Savsu” shall be deleted and replaced with the following: BLS Post-Closing Transfer of Equity to Savsu: BLS agrees that effective 12/31/17, BLS’s equity ownership will be reduced to 35% from the initial45%. BLS 35% equity stake will be subject to dilution from any new capital contributions beginning on January 1, 2017. This Amendment has been executed by the parties on the dates written below. biologistex CCM, LLC BIOLIFE SOLUTIONS, INC. By: By: Name: Name: Title: Title: Date: Date: Savsu Technologies, LLC By: Name: Title: Date: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. Exhibit 10.28 AMENDMENT TOTHE AMENDED AND RESTATED OPERATING AGREEMENT OF BIOLOGISTEX CCM,LLC This Amendment to the Amended and Restated Operating Agreement (this “Amendment”), effective as of the date of last signature below, herebyamends that certain Amended and Restated Operating Agreement, dated December 31, 2016 (the “Agreement”), of biologistix CCM, LLC, (“JV”) and itsmembers Savsu Technologies, LLC, (“Savsu”), and BioLife Solutions, Inc. (“Company”). Terms not defined herein have the meanings ascribed to them inthe Agreement. The Parties agreed previously agreed to Article I “Definitions”. The Parties now desire to amend the Definition of “Profits Percentage(s) withinArticle I as follows: 1.The Definition of “Profits Percentage(s)” in Article I of the Agreement, shall be deleted in its entirety and replaced with the following: “Profits Percentage(s) mean a Member’s share of the Company’s Profits and Losses. Commencing on December 31, 2017, the Profits Percentages ofthe Members shall be sixty-five (65%) percent to Savsu and thirty-five (35%) percent to BioLife, prior to giving any effect to the dilutive effect ofany new contributions made by existing or new members from January 1, 2017 onward. The shares shall be calculated at year end and agreed uponby all Members. This Amendment has been executed by the parties on the dates written below. biologistex CCM, LLC BIOLIFE SOLUTIONS, INC. By: By: Name: Name: Title: Title: Date: Date: Savsu Technologies, LLC By: Name: Title: Date: Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference into Registration Statement Nos. 333-222433 and 333-208912 on Form S-3, Registration Statement Nos. 333-222437, 333-205101, and 333-189551 on Form S-8, and Registration Statement No. 333-194697 on Post-Effective Amendment No. 1 to Form S-1 on Form S-3 of our report dated March 9, 2018, relating to our audits of the financial statements of BioLife Solutions, Inc. appearing in the Annual Report on Form 10-Kof BioLife Solutions, Inc. for the year ended December 31, 2017. /S/ PETERSON SULLIVAN LLP Seattle, Washington March 9, 2018 Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT 31.1 CERTIFICATION PURSUANT TORULE 13a-14(a) or RULE 13d-14(a) OF THESECURITIES EXCHANGE ACT OF 1934 I, Michael Rice, certify that: 1. I have reviewed this annual report on Form 10-K of BioLife Solutions, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: March 9, 2018 /s/ Michael Rice Michael Rice Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT 31.2 CERTIFICATION PURSUANT TORULE 13a-14(a) or RULE 13d-14(a) OF THESECURITIES EXCHANGE ACT OF 1934 I, Roderick de Greef, certify that: 1. I have reviewed this annual report on Form 10-K of BioLife Solutions, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: March 9, 2018 /s/ Roderick de Greef Roderick de Greef Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT 32.1 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BioLife Solutions, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2017, as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Rice, Chief Executive Officer of the Company, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 9, 2018 /s/ Michael Rice Michael Rice Chief Executive Officer Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results. EXHIBIT 32.2 CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of BioLife Solutions, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2017, as filed withthe Securities and Exchange Commission on the date hereof (the “Report”), I, Roderick de Greef, Chief Financial Officer of the Company, certify, pursuant to18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 9, 2018 /s/ Roderick de Greef Roderick de Greef Chief Financial Officer Source: BIOLIFE SOLUTIONS INC, 10-K, March 09, 2018Powered by Morningstar® Document Research℠The information contained herein may not be copied, adapted or distributed and is not warranted to be accurate, complete or timely. The user assumes all risks for any damages or losses arising from any use of this information,except to the extent such damages or losses cannot be limited or excluded by applicable law. Past financial performance is no guarantee of future results.

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