Exhibit 10.1


 





BioLife Solutions, Inc.


3303 Monte Villa Parkway, Suite 310


Bothell, Washington 98021


 


June 30, 2017


 


WAVI Holding AG


Paradiesstrasse 25


CH-8645


Jona, Switzerland


Attn: Walter Villiger


 


Mr. Villiger:


 


Reference is made to that certain amended
and restated promissory note issued by BioLife Solutions, Inc. (the “Company”) to WAVI Holding AG (the “Holder”)
in the amount of $4,250,000 including principal and accrued interest (the “Promissory Note”). To ensure that
the Company continues to meet the continued listing requirements of The Nasdaq Capital Market, the Company and the Holder hereby
agree to exchange the Promissory Note for 4,250 shares (the “Exchange Shares”) of the Company’s newly
designated Series A Preferred Stock (the “Exchange”). The Exchange shall be deemed to be complete upon the execution
of this letter agreement and the Promissory Note will be deemed to be immediately canceled. The Company covenants and agrees to
issue to the Holder the Exchange Shares within five (5) business days of the date hereof and the Holder covenants and agrees that
it will take such actions as are necessary to transfer Promissory Note back to the Company within five (5) business days of the
date hereof.


 


By executing this letter agreement, the
Holder represents and warrants to the Company that:


 


		(a)	The Holder is the beneficial owner and sole legal owner of, and has good and valid title to the Promissory Note, free and clear
of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse
claim thereto (“Claims”). The Holder has not, in whole or in part, (i) assigned, transferred, hypothecated,
pledged or otherwise disposed of the Promissory Note or its rights in the Promissory Note, or (ii) given any person or entity any
transfer order, power of attorney or other authority of any nature whatsoever with respect to the Promissory Note;



 


		(b)	Holder understands that an investment in the Company is speculative and risky. Holder has substantial knowledge and experience
in business and investment matters as to be capable of evaluating the risks and merits of Holder’s investment in the Company.
Holder has reviewed the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock and carefully considered
the Exchange and the rights afforded to the Holder as a holder of Exchange Shares and, to the extent Holder believes appropriate,
has discussed with Holder’s own professional legal, tax and financial the Exchange and Exchange Shares. Holder has also carefully
considered and, to the extent Holder believes appropriate, has discussed with Holder’s own professional legal, tax and financial
advisors the suitability of an investment in the Company for Holder’s particular tax and financial situation. In entering
into this Letter Agreement, Holder has not relied on any legal, tax or financial advice of the Company or its advisors;



 






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		(c)	Holder has had the opportunity to ask questions of, and receive answers from the Company or any authorized person acting on
their behalf concerning the Company and its proposed business plan and to obtain any additional information regarding the Company
and the exchange undertaken hereby. In connection therewith, Holder has had the opportunity to discuss the Company’s business,
management and financial affairs with the Company’s management. Holder has received and reviewed all the information concerning
the Company and transaction undertaken hereby that Holder desires;



 


		(d)	The Holder is not now, and following execution of this letter agreement will not be, liable for any brokerage, finder’s
or solicitation fees or commissions with respect to the transactions contemplated by this letter agreement;



 


		(e)	The Holder is not an underwriter with respect to the Exchange Shares, nor will the Exchange Shares be part of any proposed
transaction deemed to be a distribution of securities of the Company; and



 


		(f)	The Holder will only sell or transfer the Exchange Shares as permitted under the Securities Act of 1933, as amended.



 


If you have any questions regarding this
letter agreement, please contact Roderick de Greef, the Chief Financial Officer of the Company at rdegreef@biolifesolutions.com
or Sarah E. Williams of Ellenoff Grossman & Schole LLP, at (212) 370-1300 or swilliams@egsllp.com.


 





	 	Sincerely,
	 	 	 
	 	BIOLIFE SOLUTIONS, INC.
	 	 	 
	 	By: 	/s/ Michael Rice
	 	 	Name: Michael Rice
	 	 	Title: Chief Executive Officer


  


Acknowledged and accepted:


 





	WAVI HOLDING AG	 
	 	 	 
	By: 	/s/ Walter Villiger	 
	 	Name: Walter Villiger	 
	 	Title: Chairman	 


 






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