RESTRICTED STOCK PURCHASE AGREEMENT
This Restricted Stock Purchase Agreement (this Agreement) is made effective as of January 28, 2014, (the Effective Date) by and between BioLife Cell Bank, Inc., a Delaware corporation (the Company), and Dr. Brian K. Kaspar (Purchaser).
Now, therefore, in consideration of the mutual covenants and representations herein set forth, the Company and Purchaser agree as follows:
1. Purchase and Sale of Stock. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to Purchaser and Purchaser agrees to purchase from the Company 1,691,588 shares (the Stock) of the Companys common stock, par value $0.0001 per share, at a price of $0.0001 per share for an aggregate purchase price of $169.16 (the Purchase Price). The purchase price for the Stock shall be paid by Purchaser to the Company in the form of cash, check or wire transfer.
2. Closing. The purchase and sale of the Stock shall occur contemporaneous upon the execution of this Agreement by both parties hereto. At the closing, Purchaser shall deliver to the Company payment equal to the Purchase Price and the Company will issue and
deliver to Purchaser certificate(s) representing the Stock registered in the name of Purchaser.
3. Purchase Option. The Stock shall be subject to the right and option of the Company to repurchase the Stock as set forth in this section 3.
(a) Termination of Engagement. Subject to the terms of Sections 3(b) and 3(e) of this Agreement, in the event Purchaser shall cease to serve as a consultant or contractor to the Company (including a parent or subsidiary of the Company) because of the termination of that certain Consulting Agreement (as same may be amended from time to time, the Consulting Agreement) of even date herewith between the Company and the Purchaser by the Company pursuant to Sections 3(b)(iii) through 3(b)(x) of the Consulting Agreement or by Purchaser pursuant to Section 3(b)(xi) of the Consulting Agreement (collectively, a Termination), a purchase option (Purchase Option) shall come into effect as set forth in this section 3(a). Following such a Termination (but subject to the terms of Sections 3(b) and 3(e) of this Agreement), the Company shall have the right to purchase from Purchaser, at the purchase price per share equal to the per share price paid by Purchaser as set forth in section 1 above (Purchase Option Price), a portion of the Stock, such portion to be determined in accordance with section 3(b) of this Agreement.
(b) Effective the date of this Agreement and in compliance with all of the terms and conditions hereof, twenty-five percent (25%) of the shares of the Stock (being 422,897 shares) shall be free of the Purchase Option. Thereafter,
(i) The Purchase Option shall lapse as to an additional twenty-five percent (25%) (being 422,897 shares) of the Stock on the day before the second anniversary date of the Effective Date (the Two Year Anniversary); and
(ii) Following the Two Year Anniversary, the Purchase Option shall lapse as to an additional twenty-five percent (25%) (being 422,897 shares) of the Stock on the