WAIVER

     

    THIS
      WAIVER AGREEMENT (this “Agreement”),
      dated
      as
      of June 6, 2008 is entered into by and among Cryoport, Inc., a Nevada
      corporation (the “Company”),
      and
      the persons identified as “Holders” on the signature pages hereto (the
“Holders”).
      Capitalized terms not otherwise defined herein shall have the meaning ascribed
      thereto in the Existing Purchase Agreement (as defined herein)

     

    WHEREAS,
      pursuant
      to a Securities
      Purchase Agreement, dated September 27, 2007 (the “Existing
      Purchase Agreement”),
      among
      the Company and the Holders and the other investors signatory thereto, the
      Holders and the other investors signatory thereto purchased from the Company
      an
      aggregate of $4,707,705 in principal amount of Original Issue Discount, 8%
      Senior Secured Convertible Debentures, Due February 2010 (the “Existing
      Debentures”).

     

    WHEREAS,
      pursuant to a Securities Purchase Agreement of even date herewith in the form
      attached as Exhibit
      A
      hereto
      (the “New
      Purchase Agreement”)
      among
      the Company and the purchasers identified on the signature pages thereto
      (collectively, the “New
      Investors”),
      the
      New Investors will be purchasing $1,250,000 in aggregate principal amount of
      Convertible Debentures due December 2010 (the “New
      Debentures)
      and
      warrants exercisable into 2,976,190 shares of Common Stock ((the “New
      Warrants”,
      and
      the offer and sale of such debentures and warrants pursuant to the New Purchase
      Agreement are hereafter referred to as the “New
      Financing”).

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, each Holder hereby agrees as follows:

     

    1. Subject
      to the terms and conditions hereunder, each Holder hereby waives the following:
      (i) the restrictions set forth in Section 4.13(b) of the Existing Purchase
      Agreement solely with respect to the right of the Company to make Monthly
      Redemption (as defined in the New Debentures) payments in shares of Common
      Stock, provided, that no such payments are made before January 1, 2009, and,
      provided further, such payments are made pursuant to the terms of the New
      Debentures as in effect on the date hereof; (ii) the restrictions set forth
      in
      Sections 7(a), 7(b) and 7(h) of the Existing Debentures and Sections 4(b)(i),
      4(b)(ii) and 4(b)(vii) of the Subsidiary Guarantee solely with respect to the
      issuance of the New Debentures and the granting of a security interest to the
      New Investors pursuant to the Security Agreement (as defined in the New Purchase
      Agreement); and (iii) the restriction in Section 6(b) of the Registration Rights
      Agreement on filing other registration statements before all Registrable
      Securities (as defined in the Registration Rights Agreement) are registered,
      solely in respect of the filing of a registration statement pursuant to the
      registration rights agreement among the Company and the New Investors entered
      into in connection with the New Financing.

    


    2. The
      foregoing waivers shall not be effective unless and until (i) all Holders shall
      have agreed to the terms and conditions hereunder and (ii) all of the New
      Investors have delivered the Holders a Subordination Agreement, in the form
      of
Exhibit
      B
      attached
      hereto. In addition, the waivers set forth herein shall be null and void in
      the
      event the New Financing is not consummated on or before June 6,
      2008.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3. The
      Company hereby makes to the Holders the following representations and
      warranties:

     

    i. Authorization;
      Enforcement.
      The
      Company has the requisite corporate power and authority to enter into and to
      consummate the transactions contemplated by this Agreement and otherwise to
      carry out its obligations hereunder and thereunder. The execution and delivery
      of this Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary action on the
      part of the Company and no further action is required by the Company, its board
      of directors or its stockholders in connection therewith. This Agreement has
      been duly executed by the Company and, when delivered in accordance with the
      terms hereof will constitute the valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms except (i) as
      limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally, (ii) as limited by laws relating to
      the availability of specific performance, injunctive relief or other equitable
      remedies and (iii) insofar as indemnification and contribution provisions may
      be
      limited by applicable law.

     

    ii. No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not: (i) conflict with or violate any provision of the Company’s or any
      Subsidiary’s certificate or articles of incorporation, bylaws or other
      organizational or charter documents, or (ii) conflict with, or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, result in the creation of any Lien upon any of the properties
      or
      assets of the Company or any Subsidiary, or give to others any rights of
      termination, amendment, acceleration or cancellation (with or without notice,
      lapse of time or both) of, any material agreement, credit facility, debt or
      other material instrument (evidencing a Company or Subsidiary debt or otherwise)
      or other material understanding to which the Company or any Subsidiary is a
      party or by which any property or asset of the Company or any Subsidiary is
      bound or affected, or (iii) conflict with or result in a violation of any law,
      rule, regulation, order, judgment, injunction, decree or other restriction
      of
      any court or governmental authority to which the Company or a Subsidiary is
      subject (including federal and state securities laws and regulations), or by
      which any property or asset of the Company or a Subsidiary is bound or affected;
      except in the case of each of clauses (ii) and (iii), such as could not have
      or
      reasonably be expected to result in a Material Adverse Effect.

     

    iii. Equal
      Consideration.
      Except
      as set forth in this Agreement, no consideration has been offered or paid to
      any
      person to amend or consent to a waiver, modification, forbearance or otherwise
      of any provision of any of the Transaction Documents.

     

    4. Except
      as
      expressly set forth above, all of the terms and conditions of the Transaction
      Documents (as defined in the Existing Purchase Agreement) shall continue in
      full
      force and effect after the execution of this Waiver and shall not be in any
      way
      changed, modified or superseded by the terms set forth herein. Within 1 Trading
      Day of the date hereof, the Company shall issue a Current Report on Form 8-K,
      attaching this agreement, and disclosing the material terms of the transactions
      contemplated by the New Financing.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. This
      Waiver may be executed in two or more counterparts and by facsimile signature
      or
      otherwise, and each of such counterparts shall be deemed an original and all
      of
      such counterparts together shall constitute one and the same
      agreement.

    


    6. The
      Company has elected to provide all Holders with the same terms and form of
      waiver for the convenience of the Company and not because it was required or
      requested to do so by the Holders. The obligations of each Holder under this
      consent and waiver, and any Transaction Document are several and not joint
      with
      the obligations of any other Holder, and no Holder shall be responsible in
      any
      way for the performance or non-performance of the obligations of any other
      Holder under this waiver or any Transaction Document. Nothing contained herein
      or in any Transaction Document, and no action taken by any Holder pursuant
      thereto, shall be deemed to constitute the Holders as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Holders are in any way acting in concert or as a group
      with
      respect to such obligations or the transactions contemplated by this waiver
      or
      the Transaction Documents. Each Holder shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of this consent and waiver or out of the other Transaction Documents, and
      it
      shall not be necessary for any other Holder to be joined as an additional party
      in any proceeding for such purpose. Each Holder has been represented by its
      own
      separate legal counsel in their review and negotiation of this consent and
      waiver and the Transaction Documents. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, this Waiver Agreement is executed as of the date first set
      forth above.

    
      
         

        
          
            
              	
                       

                    	
                      CRYOPORT,
                        INC.

                    
	
                       

                    	
                       

                    	
                       

                    	
                       

                    
	
                       

                    	
                      By:

                    	
                      /s/
                        Peter Berry

                    
	
                       

                    	
                       

                    	
                      Name:

                    	
                      PETER
                        BERRY

                    
	
                       

                    	 	
                      Title:

                    	
                      CEO

                    


            

          

        

      

    

     

    [signature
      page(s) of Holders to follow]

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    COUNTERPART
      SIGNATURE PAGE

    OF
      HOLDER
      TO

    WAIVER
      AGREEMENT

    AMONG
      CRYOPORT, INC. AND

    THE
      HOLDERS THEREUNDER

     

    
      
        	 	
                Name
                  of Holder:

              	BridgePointe
                Master Fund Ltd.


      

       

      
        	
                 

              	
                By:

              	/s/
                Eric Swartz


      

      
        	 	 	 
	
                 

              	
                Name:

              	
                Eric
                  Swartz

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                Title:

              	Director


      

       

       

      
        
          
            	 	
                    Name
                      of Holder:

                  	
                    Pierce
                      Diversified Strategy Master Fund LLC, Ena
                      

                  


          

           

          
            	
                     

                  	
                    By:

                  	/s/
                    Adam Epstein


          

          
            	 	 	 
	
                     

                  	
                    Name:

                  	
                    Adam
                      Epstein

                  
	
                     

                  	
                     

                  	
                     

                  
	
                     

                  	
                    Title:

                  	Principal
                    and Co-Founder


          

           

           

          
            
              
                	 	
                        Name
                          of Holder:

                      	Enable
                        Opportunity Partners
                        LP


              

            

          

        

      

      
         

        
          	
                   

                	
                  By:

                	/s/
                  Adam Epstein


        

        
          	 	 	 
	
                   

                	
                  Name:

                	
                  Adam
                    Epstein

                
	
                   

                	
                   

                	
                   

                
	
                   

                	
                  Title:

                	Principal
                  and Co-Founder


        

         

        
           

          
            
              
                	 	
                        Name
                          of Holder:

                      	Enable
                        Growth Partners LP


              

            

          

          
             

            
              	
                       

                    	
                      By:

                    	/s/
                      Adam Epstein


            

            
              	 	 	 
	
                       

                    	
                      Name:

                    	
                      Adam
                        Epstein

                    
	
                       

                    	
                       

                    	
                       

                    
	
                       

                    	
                      Title:

                    	Principal
                      and Co-Founder


            

             

          

        

      

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    Subordination
      Agreement

     

    June
      6,
      2008

    


    To:
      the
      Senior Lenders (as defined below):

     

    The
      undersigned lenders (each a “Creditor”,
      and
      collectively referred to as “Creditors”)
      are
      creditors of Cryoport, Inc., a Nevada corporation and/or its direct and indirect
      subsidiaries (each, a “Borrower”
and
      collectively referred to herein as “Borrowers”)
      and
      desire that Enable Growth Partners LP, Enable Opportunity Partners LP, and
      Pierce Diversified Strategy Master Fund LLC, ena (each, a “Senior
      Lender”
and
      collectively, the “Senior
      Lenders”)
      continue to extend such financial accommodations to the Borrowers as Borrowers
      may request and as the Senior Lenders may deem proper and to grant a waiver
      to
      permit the Borrowers to enter into that certain Securities Purchase Agreement
      dated on or about June 6, 2008. Defined terms not otherwise defined herein
      shall
      have the meanings set forth in that Waiver Agreement dated on or about June
      6,
      2008 among the Borrower and the Senior Lenders (the “Waiver
      Agreement”).
      For
      the purpose of inducing Senior Lenders to grant the above-described waiver,
      and
      continue or renew such financial accommodations, and in consideration thereof,
      Creditors agree as follows:

     

    For
      the
      purpose of inducing Senior Lenders to grant, continue or renew such financial
      accommodations, and in consideration thereof, Creditors agree as
      follows:

    


    1.
       Claims
      of
      Creditors against any Borrower, now or hereafter existing, which arise under
      the
      New Transaction Documents (as defined below)(the “Subordinated Claims”) are, and
      shall be at all times, subject and subordinate to any and all Senior Claims
      (as
      defined below) which any Senior Lender may have against any Borrower (including
      any claim by the Senior Lenders for interest accruing after any assignment
      for
      the benefit of creditors by any Borrower or the institution by or against any
      Borrower of any proceedings under the Bankruptcy Code, or any claim by the
      Senior Lenders for any such interest which would have accrued in the absence
      of
      such assignment or the institution of such proceedings). For purposes hereof,
      “New Transaction Documents” shall mean the Transaction Documents, as defined in
      the New Purchase Agreement. For
      clarity and avoidance of doubt, a Creditor’s Existing Debenture will continue to
      rank pari passu with the Existing Debentures of the Senior
      Lenders.

    


    2.
       Each
      Creditor agrees not to commence or threaten to commence any action or
      proceeding, sue upon, or to collect, or to receive payment of the principal
      or
      interest of any Subordinated Claim or Subordinated Claims now or hereafter
      existing which such Creditor may hold against any Borrower, and not to sell,
      assign, transfer, pledge, hypothecate, or encumber such claim or claims except
      subject expressly to this Agreement, and not to enforce or apply any security
      now or hereafter existing therefor, nor to file or join in any petition to
      commence any proceeding under the Bankruptcy Code, nor to take any lien or
      security on any of Borrower's property, real or personal, until 91 days
      following the date all claims of the Senior Lenders against any Borrower arising
      under the Transaction Documents (as defined in the Existing Purchase Agreement)
      (the “Senior
      Claims”)
      have
      been indefeasibly satisfied in full. Notwithstanding the foregoing, prior to
      such date, each Creditor shall be permitted to convert its Debenture to Common
      Stock in accordance with the terms thereof as in effect on the date
      hereof.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    3.
       In
      case
      of any assignment for the benefit of creditors by any Borrower or in case any
      proceedings under the Bankruptcy Code are instituted by or against any Borrower,
      or in case of the appointment of any receiver for any Borrower's business or
      assets, or in case of any dissolution or winding up of the affairs of any
      Borrower: (a) Each Borrower and any assignee, trustee in Bankruptcy, receiver,
      debtor in possession or other person or persons in charge are hereby directed
      to
      pay to Senior Lenders the full amount of Senior Lenders claims against any
      Borrower (including interest to the date of payment) before making any payment
      of principal or interest to Creditors, and insofar as may be necessary for
      that
      purpose, each Creditor hereby assigns and transfers to the Senior Lenders all
      security or the proceeds thereof, and all rights to any payments, dividends
      or
      other distributions, and (b) each Creditor hereby irrevocably constitutes and
      appoints each Senior Lender its true and lawful attorney to act in its name
      and
      stead: (i) to file the appropriate claim or claims on behalf of such Creditor
      if
      such Creditor does not do so prior to 30 days before the expiration of the
      time
      to file claims in such proceeding and if any Senior Lender elects at its sole
      discretion to file such claim or claims and (ii) to accept or reject any plan
      of
      reorganization or arrangement on behalf of Creditors, and to otherwise vote
      Creditors’ claim in respect of any indebtedness now or hereafter owing from any
      Borrower to Creditors in any manner the Senior Lenders deem appropriate for
      their respective own benefit and protection.

    


    4.
       Each
      Senior Lender is hereby authorized by Creditors to: (a) renew, compromise,
      extend, accelerate or otherwise change the time of payment, or any other terms,
      of any existing or future claim of such Senior Lender against any Borrower,
      (b)
      increase or decrease the rate of interest payable thereon or any part thereof,
      (c) exchange, enforce, waive or release any security therefor, (d) apply such
      security and direct the order or manner of sale thereof in such manner as such
      Senior Lender may at its discretion determine, (e) release any Borrower or
      any
      guarantor of any indebtedness of a Borrower from liability, and (f) make
      optional future advances to any Borrower, all without notice to Creditors and
      without affecting the subordination provided by this Agreement.

    


    5.
       On
      request of any Senior Lender, a Creditor shall deliver to the Senior Lenders
      the
      original of any preferred stock, debenture, promissory note or other evidence
      of
      any existing or future indebtedness of any Borrower to such Creditor (other
      than
      a Creditor’s Existing Debenture), and mark same with a conspicuous legend which
      reads substantially as follows:

    


    “THIS
      DEBENTURE IS SUBORDINATED TO THE “SENIOR CLAIMS” AS DEFINED IN THAT CERTAIN
      SUBORDINATION AGREEMENT DATED JUNE __, 2008 WITH THE SENIOR LENDERS (THE
“SUBORDINATION AGREEMENT”), AND MAY BE ENFORCED ONLY IN ACCORDANCE WITH THE
      SUBORDINATION AGREEMENT”

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    6.
       In
      the
      event that any payment or any cash or noncash distribution is made to any
      Creditor in violation of the terms of this Agreement, such Creditor shall
      receive same in trust for the benefit of the Senior Lenders, and shall forthwith
      remit it to the Senior Lenders in the form in which it was received, together
      with such endorsements or documents as may be necessary to effectively negotiate
      or transfer same to the Senior Lenders.

    


    7.
       Until
      all
      claims of Senior Lenders against the Borrowers, now or hereafter existing,
      shall
      be paid in full, no gift or loan shall be made by any Borrower to any
      Creditor.

    


    8.
       For
      violation of this Agreement, each Creditor shall be liable for all loss and
      damage sustained by reason of such breach, and upon any such violation each
      Senior Lender may, at its option, accelerate the maturity of any of its existing
      or future claims against any Borrower.

    


    9.
       This
      Agreement shall be binding upon the heirs, successors and assigns of Creditors,
      the Borrowers and the Senior Lenders. The Company and each Creditor agree to
      immediately execute a subordination agreement in the form of this Agreement,
      upon the formation or acquisition of any direct or indirect subsidiaries
      following the date hereof. This Agreement and any existing or future claim
      of a
      Senior Lender against a Borrower may be assigned by such Senior Lender, in
      whole
      or in part, without notice to Creditors or such Borrower.

    


    10. Any
      and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be delivered as set forth in the Existing Purchase
      Agreement.

    


    11. All
      questions concerning the construction, validity, enforcement and interpretation
      of this agreement shall be determined in accordance with the provisions of
      the
      Existing Purchase Agreement.

    


    12. This
      agreement may be executed in counterparts, all of which when taken together
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party,
      it
      being understood that both parties need not sign the same counterpart.


    


    13. This
      agreement constitutes the entire agreement among the parties with respect to
      the
      matters covered hereby and thereby and supersedes all previous written, oral
      or
      implied understandings among them with respect to such matters.

    


    14. The
      invalidity of any portion hereof shall not affect the validity, force or effect
      of the remaining portions hereof. If it is ever held that any restriction
      hereunder is too broad to permit enforcement of such restriction to its fullest
      extent, such restriction shall be enforced to the maximum extent permitted
      by
      law.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    15. Each
      of
      the parties hereto acknowledges that this agreement has been prepared jointly
      by
      the parties hereto, and shall not be strictly construed against either
      party.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Subordination Agreement
      to
      be duly executed by their respective authorized signatories as of the date
      first
      indicated above.

    


    
      	 	
              BridgePointe
                Master Fund Ltd.

            	 
	 	
              Name
                of Creditor

            	 
	 	 	 
	 	
              By:

            	
              /s/
                Eric S. Swartz

            	 
	 	 	 
	 	
              Name and Title:

            	
              Eric
                S. Swartz, Director

            	 
	 	 	 
	 	
              Address for Notice:

            	
              1120
                Sanctuary Parkway

            	 
	 	Suite
              325, Alpharetta GA 30004	 
	 	 	 
	 	
              Name,
                Date

            	 
	 	
              and
                Amount of Subordinated Debenture: 

            	 
	 	
              $1,250,000.00

            	
              6/9/08

            	 


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Acceptance
      of Subordination Agreement by Borrower

     

    The
      undersigned being the Borrowers named in the foregoing Subordination Agreement,
      hereby accepts and consents thereto and agrees to be bound by all the provisions
      thereof and to recognize all priorities and other rights granted thereby to
      the
      Senior Lenders, their respective successors and assigns, and to perform in
      accordance therewith.

     

    Dated:
      June
      9, 2008

    


    
      	 	
              CRYOPORT,
                INC.

            
	 	 	 	 
	 	 	
              By:

            	/s/
              Peter Berry
	 	 	
              Name:
                

            	
              PETER
                BERRY

            
	 	 	
              Title:

            	
              CEO

            	 
	 	 	 	 
	 	 	 	 
	 	
              CRYOPORT
                SYSTEMS, INC.

            
	 	 	 	 
	 	 	
              By:

            	/s/
              Peter Berry
	 	 	
              Name:

            	PETER
              BERRY
	 	 	
              Title:

            	CEO


    

     

    
      
        
        

      

      
        10