Share-based Compensation

Service Vesting

Based Stock Options

The following is a summary of service vesting based stock option activity for the

three

month period ended

March 31, 2018,

and the status of stock options outstanding at

March 31, 2018:

	Three Month Period Ended
	March 31, 2018
				Wtd. Avg.
				Exercise
	Options			Price
Outstanding at beginning of year		2,390,012		$	1.85
Granted		—		$	N/A
Exercised		(62,438	)	$	1.16
Forfeited		(730	)	$	2.62
Expired		—		$	N/A
Outstanding at March 31, 2018		2,326,844		$	1.87

Stock options exercisable at March 31, 2018		1,637,951		$	1.76

We recognized stock compensation expense of

$152,703

and

$170,323

related to service vesting-based options during the

three

month periods ending

March 31, 2018

and

2017,

respectively. As of

March 31, 2018,

there was

$7,640,555

of aggregate intrinsic value of outstanding service vesting-based stock options, including

$5,551,232

of aggregate 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 the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on

March 31, 2018.

This amount will change based on the fair market value of the Company’s stock. During the quarters ended

March 31, 2018

and

2017

intrinsic value of service vesting-based awards exercised was

$270,241

and

$70,714,

respectively. Weighted average grant date fair value for service based-vesting options granted during the

three

months ended

March 31, 2018

and

March 31, 2017

was

none

and

$1.13

per share, respectively. The weighted average remaining contractual life of service vesting-based options at

March 31, 2018,

6.1

years. Total unrecognized compensation cost of service vesting-based stock options at

March 31, 2018

$1,019,680

is expected to be recognized over a weighted average period of

2.0

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 revenue for 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 an exercise price of

$1.64,

and if revenue levels for

2017

were met, would vest

50%

on the release of the Company’s audited financial statements for

2017,

and

50%

one

year thereafter. If the minimum performance targets are

not

achieved,

options would vest. On

February 27, 2018,

the Company’s Board of Directors determined that, subject to the completion of the

2017

audit, the specified revenue target had been achieved. Accordingly,

999,997

options to purchase shares of the Company’s common stock vested 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

$125,507

and

$125,508

related to performance-based options during the

three

month periods ending

March 31, 2018

and

2017,

respectively. As of

March 31, 2018,

there was

$3,489,990

of aggregate intrinsic value of outstanding performance-based stock options, including

$1,745,003

of aggregate intrinsic value of exercisable performance-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 the quarter and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on

March 31, 2018.

This amount will change based on the fair market value of the Company’s stock. During the quarters ended

March 31, 2018

and

2017

there were

performance-based awards exercised. The weighted average remaining contractual life of performance-based options at

March 31, 2018,

3.7

years. Total unrecognized compensation cost of performance-based stock options at

March 31, 2018

$383,493

is expected to be recognized over a weighted average period of

0.75

years.

The fair value of stock options to employees and non-employee directors is estimated on the measurement date using the Black-Scholes model using the following weighted average assumptions (N/A for

2018

options were granted in that period).

	Three Month Period Ended
	March 31,
	201 8		201 7
Risk free interest rate		N/A		2.07	%
Dividend yield		N/A		0.0	%
Expected term (in years)		N/A		5.18
Volatility		N/A		75	%

Restricted Stock

The following is a summary of restricted stock activity for the

three

month period ended

March 31, 2018,

and the status of unvested restricted stock outstanding at

March 31, 2018:

	Three Month Period Ended
	March 31, 2018
	Number of Restricted Shares			Grant-Date Fair Value
Unvested outstanding at beginning of year		237,926		$	1.79
Granted		161,768		$	6.00
Vested		(55,613	)	$	1.78
Forfeited		(6,100	)	$	1.76
Unvested outstanding at March 31, 2018		337,981		$	3.80

The aggregate fair value of the awards granted during the

three

months ended

March 31, 2018

and

2017

was

$970,608

and

$364,936,

respectively, which represents the market value of BioLife common stock on the date that the restricted stock awards were granted. The aggregate fair value of the restricted stock awards that vested was

$307,058

and

$41,097

for the

three

months ended

March 31, 2018

and

March 31, 2017,

respectively.

We recognized stock compensation expense of

$95,215

and

$34,064

related to restricted stock awards for the

three

months ended

March 31, 2018

and

March 31, 2017,

respectively. As of

March 31, 2018,

there was

$1,208,936

in unrecognized compensation costs related to restricted stock awards. We expect to recognize those costs over

3.4

years.

We recorded total stock compensation expense for the

three

month periods ended

March 31, 2018

and

2017,

as follows:

	Three Month Period Ended
	March 31,
	2018		2017
Research and development costs	$	65,595	$	59,265
Sales and marketing costs		68,513		59,619
General and administrative costs		190,949		168,198
Cost of product sales		48,368		42,813
Total	$	373,425	$	329,895