AGREEMENT AND PLAN OF MERGER by and among BIOLIFE SOLUTIONS, INC., as the Purchaser, BLFS MERGER SUBSIDIARY INC., as Merger Sub, ALBERT VIERLING AND WILLIAM BAUMEL, in their capacity as Seller Representative, and GLOBAL COOLING, INC., as the Company,...Agreement and Plan of Merger • March 25th, 2021 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of March 19, 2021 by and among (i) BioLife Solutions, Inc., a company incorporated in Delaware (the “Purchaser”), (ii) BLFS Merger Subsidiary Inc., a Delaware corporation and a wholly-owned subsidiary of the Purchaser (“Merger Sub”), (iii) Albert Vierling and William Baumel, in the capacity as the representatives from and after the Effective Time for the Company Stockholders (as defined below) as of immediately prior to the Effective Time in accordance with the terms and conditions of this Agreement (collectively, the “Seller Representative”), and (v) Global Cooling, Inc., a Delaware corporation (the “Company”). The Purchaser, Merger Sub, the Seller Representative and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • March 25th, 2021 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of March 19, 2021, by the undersigned stockholder of the Company (as defined below) (the “Subject Party”) in favor of and for the benefit of, BioLife Solutions, Inc., a Delaware corporation (the “Purchaser”), Global Cooling, Inc., a Delaware corporation (the “Company”), and each of the Purchaser’s and the Company’s respective present and future Affiliates, successors and direct and indirect subsidiaries (collectively, with the Purchaser and the Company, the “Covered Parties”). Any capitalized term used, but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
VOTING AGREEMENTVoting Agreement • March 25th, 2021 • Biolife Solutions Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Voting Agreement (this “Agreement”) is made as of March 19, 2021 by and among (i) BioLife Solutions, Inc., a Delaware corporation (the “Purchaser”), (ii) Global Cooling, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned stockholder (“Holder”) of the Company. Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
