blfs_ex1019.htm


    EXHIBIT
10.19


     

    THE
ISSUANCE OF THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED WITH THE
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES COMMISSION OF ANY STATE UNDER
ANY STATE SECURITIES LAW.  THE SECURITIES WERE ISSUED PURSUANT TO A
SAFE HARBOR FROM REGISTRATION UNDER REGULATION S ("REGULATION S") PROMULGATED
UNDER THE ACT.  THE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED UNLESS SUCH OFFERS, SALES, AND TRANSFERS ARE REGISTERED UNDER THE
ACT AND APPLICABLE STATE SECURITIES LAWS, ARE MADE PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS, OR ARE MADE IN
ACCORDANCE WITH REGULATION S PROMULGATED UNDER THE ACT.  FURTHERMORE,
HEDGING TRANSACTIONS INVOLVING THE SECURITIES  MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH THE ACT.

     

    
      	 $4,500,000.00 	 	
               Bothell,
      Washington

              January 11,
      2008 

              (as amended
      October

              20, 2008
      and

              December
      16, 2009)

            


    

     

    BIOLIFE
SOLUTIONS, INC.

    


    SECURED
MULTI-DRAW TERM LOAN NOTE

    


    BioLife
Solutions, Inc., a Delaware corporation (the “Maker”), for value received,
hereby promises to pay to Walter Villiger (the “Holder”), the principal amount
of Four Million Five Hundred Thousand Dollars ($4,500,000) or such lesser amount
as shall equal the aggregate unpaid principal amount of Advances made to the
Company by the Holder under the Secured Multi-Draw Term Loan Facility Agreement
(as defined below), together with interest on the unpaid amount thereof from the
date hereof until paid or converted in accordance with the terms
hereof.

    


    1.           Secured Multi-Draw Term Loan
Note (“Note”).

    


    1.1           Interest
Rate.  The rate of interest hereunder (“Interest Rate”) shall
equal seven percent (7%) per annum and shall be computed on the basis of a 365
day year for the actual number of days elapsed; provided that in no event shall
the interest rate be less than the minimum rate of interest required in order to
avoid the imputation of interest for federal income tax purposes.

    


    
      
         


      

      
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    1.2           Payment.  Subject
to the provisions of Section 2 hereof regarding the payment of this note upon
the occurrence of an Acquisition (as defined therein)  the Advances
plus all accrued interest thereon shall become due and payable in one lump sum
on the earlier of (a) January 11, 2011 (the “Due Date”) or (b) an Event of
Default (as defined below).  The Maker may at any time prepay in whole
or in part the principal and interest accrued under this Note.  Any
payment will be applied first to the payment of any and all accrued and unpaid
interest through the payment date and second to the payment of principal
remaining due hereunder.  Payment shall be made at the offices or
residence of the Holder, or at such other place as the Holder shall have
designated to the Maker in writing, in lawful money of the United States of
America.

    


    1.3           Secured Multi-Draw Term Loan
Facility Agreement.  This Note is one of the Secured Multi-Draw
Term Notes issued pursuant to a Secured Multi-Draw Term Loan Facility Agreement,
dated as of the 11th day
of January, 2008 and as amended as of the 20th day
of October, 2008, and the __ day of December, 2009, by and between Maker, Holder
and Thomas Girschweiler (the “Agreement”) and is subject and entitled to the
terms, conditions, covenants, protections, benefits and agreements contained
therein and the Security Agreement referenced to therein.  Reference
is hereby made to the Agreement for a statement of all of the terms and
conditions under which the Advances evidenced hereby are to be made and are to
be repaid.  Any capitalized terms not otherwise defined herein shall
have the meaning ascribe ed to such terms in the Agreement.

    


    2           Acquisition.   In
the event the Maker is to be acquired, whether by means of a merger, sale of all
or substantially all of the assets of the Maker, sale of securities representing
more than fifty percent (50%) of the equity interests in Maker, or otherwise,
prior to the Due Date (an “Acquisition”), then the Issue Price plus all accrued
but previously unpaid interest thereon shall become due and payable in one lump
sum immediately upon the closing of such Acquisition.

    


    3.           Events of
Default.  The Advances and accrued interest on this Note shall,
at the option of the Holder, become due and payable, subject to applicable law,
upon the happening of any one of the following specified events:

    


    (a)           a
decree or order of a court having jurisdiction is entered adjudging the Maker a
bankrupt or insolvent, or issuing sequestration or process of execution against,
or against any substantial part of, the property of the Maker, or appointing a
receiver of the Maker or any substantial part of its property, or ordering the
winding-up or liquidation of its affairs, unless the Maker actively and
diligently contests in good faith such decree or order and has such decree or
order stayed on or before 60 days after the issue of such decree or order by a
court;

    


    (b)           an
order is made or a resolution is passed for the winding-up or liquidation of the
Maker, or the Maker institutes proceedings to be adjudicated a bankrupt or
insolvent, or consents to the institution of bankruptcy or insolvency
proceedings against it, or consents to the filing of any such petition or to the
appointment of a receiver of the Maker or any substantial part of its property,
or makes a general assignment for the benefit of creditors, or admits in writing
its inability to pay its debts generally as they become due, or takes corporate
action in furtherance of any of the aforesaid purposes;

     

    
      
         


      

      
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    (c)           the
Maker defaults in observing or performing any material covenant or condition of
this Note or the Secured Multi-Draw Term Loan Facility Agreement on its part to
be observed or performed, and such default continues for a period of fifteen
(15) days after notice in writing has been given to the Maker by the Holder
specifying such default and requiring the Maker to rectify the
same;

    


    (d)           an
encumbrancer takes possession of all or substantially all of the property of the
Maker, or any process of execution is levied or enforced upon or against all or
substantially all of the property of the Maker and remains unsatisfied for such
period as would permit any such property to be sold thereunder, unless the Maker
actively and diligently contests in good faith such process, but in that event
the Maker shall, if the Holder so requires, give security which, in the
discretion of the holder, is sufficient to pay in full the amount thereby
claimed in case the claim is held to be valid.

    


    4.           Intentionally
Omitted.

    


    5.           Miscellaneous.

    


    5.1           Transfer of
Note.  This Note shall not be transferable or assignable in any
manner and no interest shall be pledged or otherwise encumbered by the Holder
without the consent of the Maker, which consent shall not be unreasonably
withheld.

    


    5.2           Titles and
Subtitles.  The titles and subtitles used in this Note are for
convenience only and are not to be considered in construing or interpreting this
Note.

    


    5.3           Attorneys’
Fees.  If any action at law or in equity is necessary to
enforce or interpret the terms of this Note, the prevailing party shall be
entitled to reasonable attorneys’ fees, costs and disbursements in addition to
any other relief to which such party may be entitled.

    


    5.4           Amendments and
Waivers.  This Note may be amended and the observance of any
other term of this Note may be waived (either generally or in a particular
instance and either retroactively or prospectively), with the written consent of
the Maker and the Holder.  The Maker waives presentment, demand for
performance, notice of nonperformance, protest, notice of protest, and notice of
dishonor.  No delay on the part of the Holder in exercising any right
hereunder shall operate as a waiver of such right under this Note.

    


    5.5           Severability.  If
one or more provisions of this Note are held to be unenforceable under
applicable law, such provision shall be excluded from this Note and the balance
of the Note shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.

    


    5.6           Governing
Law.  This Note shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware, without giving effect to
its conflicts of laws principles.

     

    
      
         


      

      
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    5.7           Counterparts. This
Note may be executed in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

    


    


    


    Executed
as of the date first written above.

     

    
      
        	 	MAKER:	 
	 	BIOLIFE
      SOLUTIONS, INC.	 
	 	a
      Delaware corporation	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/Michael Rice	 
	 	Title: 	CEO,
      President 	 
	 	Name:	Michael
      Rice 	 
	 	Address:	3303
      Monte Villa Parkway	 
	 	 	Suite
      310	 
	 	 	Bothell,
      WA 98021	 
	 	 	 	 
	 	HOLDER:	 
	 	 	/s/Walter Villiger	 
	 	 	Walter
      Villiger	 


      

    

     

     

    
      
         


      

      
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