Exhibit 10.1


 


THIS AMENDED AND RESTATED PROMISSORY NOTE,
AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED
PURSUANT TO CLAIMED EXEMPTIONS FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THE SECURITIES ARE “RESTRICTED SECURITIES” AND MAY NOT BE OFFERED OR RESOLD UNLESS
THE SECURITIES ARE REGISTERED UNDER THE ACT, OR ELIGIBLE TO BE OFFERED OR SOLD PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS. THE COMPANY MAY REQUIRE THAT IT BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT
IN COMPLIANCE WITH THE ACT.


 


CRYOPORT SYSTEMS, INC. 


 


SECOND AMENDED AND RESTATED PROMISSORY
NOTE


 


US $_______


 


This Second Amended
and Restated Promissory Note (the “Note”) is an amendment and restatement of the Amended and Restated
Promissory Note issued on or about March 2, 2015 with a principal balance of _______ (US $_______) (the “First Amended
Note”), which amended that certain Simple Interest Commercial Promissory Note issued on or about March 1, 2005 with
an original principal balance (the “Original Principal Balance”) of _______ (US $_______) (the “Original
Note”), by Cryoport Systems, Inc., a California corporation (the “Company”),
to _______ (together with his permitted successors and assigns, the “Holder”) with an address of _______
pursuant to exemptions from registration under the Securities Act of 1933, as amended.


 


ARTICLE 1


 


1.1Principal
and Interest. The Company hereby promises to pay the principal sum of _______ (US $_______) (the “Current Principal
Balance”) pursuant to the terms hereof and to pay interest to the Holder on such principal balance from the date
of the Original Note. From March 2, 2015 through February 29, 2016, interest accrued on the Original Principal Balance at the rate
of six percent (6%) per annum. From March 1, 2016 through the date of payment, interest shall accrue on the Current Principal Balance
at the rate of seven percent (7%) per annum.


 


1.2Maturity
Date. All unpaid principal and accrued interest hereunder shall accelerate and become due and shall be paid on the earlier
of (a) April 1, 2017, (b) the date of a sale of all or substantially all of the assets of the Company or Cryoport, Inc. (“Cryoport”),
or (c) the date of a merger, consolidation or other similar reorganization of the Company or Cryoport affiliate with another entity
(the “Maturity Date”).


 


1.3Payment.
The Company shall make payments under this Note as follows:


 






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1.3.1On March 1,
2016, the Company shall pay to Holder the outstanding amount of interest that accrued under the First Amended Note on the Original
Principal Balance at the rate of six percent (6%) per annum from the date of the First Amended Note through February 29, 2016.


 


1.3.2On April 1,
2016, a principal payment equal to ten percent (10%) of the Current Principal Balance, together with all then accrued and unpaid
interest payable hereunder;


 


1.3.3On July 1, 2016,
a principal payment equal to ten percent (10%) of the Current Principal Balance, together with all then accrued and unpaid interest
payable hereunder;


 


1.3.4On October 1,
2016, a principal payment equal to ten percent (10%) of the Current Principal Balance, together with all then accrued and unpaid
interest payable hereunder;


 


1.3.5On January 1,
2017, a principal payment equal to ten percent (10%) of the Current Principal Balance, together with all then accrued and unpaid
interest payable hereunder;


 


1.3.6On April 1,
2017, a principal payment equal to sixty percent (60%) of the Current Principal Balance, together with all then accrued and unpaid
interest payable hereunder.


 


All payments shall
be applied first to accrued interest and then to the principal balance then outstanding.


 


ARTICLE 2


 


2.1Prepayment.
The Company may prepay this Note without penalty and without the prior consent of Holder.


 


ARTICLE 3


 


3.1Events
of Default. The occurrence or existence of any one or more of the following constitutes an “Event of Default”
under this Note:


 


3.1.1The Company
fails to pay any amount of principal or interest under this Note when due if such failure is not cured by the Company within fifteen
(15) business days following written notice by Holder to the Company of such failure.


 


3.1.2The Company
becomes subject to any bankruptcy or other voluntary or involuntary proceeding in or out of court for the adjustment of debtor-creditor
relationships.


 


3.1.3The Company
makes an assignment for the benefit of its creditors.


 


If an Event of Default
occurs or is continuing, all sums of principal and interest under this Note shall automatically become immediately due and payable
without notice of default, presentment, or demand for payment, protest, or notice of nonpayment or dishonor, or other notices or
demands of any kind or character.


 






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3.2Maximum
Interest. Notwithstanding any other provision of this Note or any other agreement between the Company and Holder, nothing
herein shall require the Company to pay, or the Holder to accept, interest in any amount which subjects the holder to any penalty
or forfeiture under applicable law, and in no event shall the total of all charges payable hereunder (whether of interest or of
such other charges which may or might be characterized as interest) exceed the maximum rate permitted to be charged under applicable
law.


 


ARTICLE 4


 


4.1Re-issuance
of Note. Should the Holder elect to convert a part, but not all, of the unpaid principal amount then owing to the Holder
under this Note, then the Company shall reissue a new Note in the same form as this Note to reflect the new principal amount and
the accrued and unpaid interest which was not converted.


 


4.2Notices.
Notices regarding this Note shall be sent to the parties at the following addresses, unless a party notifies the other parties,
in writing, of a change of address:


 


If to the Holder, to the address set forth
in the preamble of this Note, above.


 





	If to the Company:	Cryoport Systems, Inc.
	 	17305 Daimler Street
	 	Irvine, CA 92614







 


4.3Legal
Fees for Review of Note. The Company shall reimburse up to Five Thousand Dollars (US $5,000.00) of legal fees incurred
in the aggregate by Holder, _______, and _______ relating to an attorney’s review of this Note and the notes held by _______
and _______, in relative proportion to the principal balance of each of Holder’s, _______, and _______ notes. The Company
shall make a pro rata payment of $5,000.00 based on the ratio that the principal amount of this Note due to holder bears to the
aggregate principal balance of all three notes held by Holder, _______ and _______ under this Section 4.3 directly to the
Holder upon execution of this Note.


 


4.4Governing
Law; Jurisdiction. This Note shall be deemed to be made under and shall be construed in accordance with the laws of the
State of Nevada without giving effect to the principals of conflict of laws thereof. Any party bringing a legal action or other
proceeding against any other party arising out of or relating to this Note shall only bring the legal action or other proceeding
in the United States District Court for the Central District of California or in any court of the State of California in County
of Orange, and the parties hereby agree and submit to the personal jurisdiction and venue thereof.


 


4.5Severability.
The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect any of the other provisions of
this Note, which shall remain in full force and effect.


 


4.6Entire
Agreement and Amendments. The effect of this Note is to amend and restate the First Amended Note. This Note shall constitute
a renewal, extension and modification of the terms of the First Amended Note and evidences the same indebtedness that existed under
the First Amended Note. This Note represents the entire agreement between the parties hereto with respect to the subject
matter hereof and there are no representations, warranties or commitments, except as set forth herein. This Note may be amended
only by an instrument in writing executed by the parties hereto.


 






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4.7No Waiver,
Cumulative Remedies. No failure to exercise and no delay in exercising, on the part any party, any right, remedy, power
or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and
privileges provided by law.


 


4.8Attorneys’
Fees. In the event any legal action or other proceeding is brought by one party against the other party to enforce any
provision of this Note or in which the subject matter of such legal action or other proceeding arises under, or is with respect
to, the provisions of this Note, the prevailing party in any such legal action or other proceeding is entitled to recover from
the other party attorneys’ fees and costs associated with defending or prosecuting such legal action or other proceeding,
any appeal therefrom, and any ancillary or related proceedings.


 


4.9Waiver
of Trial by Jury. To the extent permitted by applicable Law, each of the parties irrevocably waives all right of trial
by jury in any action, proceeding or counterclaim arising out of or in connection with this Note or any matter arising hereunder.


 


4.10Legal
Holidays. In any case where the date on which any payment is due to any Holder shall not be a business day, then any such
payment need not be made on such date, but may be made on the next succeeding business day with the same force and effect as if
made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.


 


4.11Company
Representations. The Company represents and warrants to Holder that the Company (i) has no knowledge of any claim of offset,
nor any basis for contesting or disputing any amount of the principal or interest due under this Note, (ii) has not brought and
does not contemplate bringing any claim of offset, litigation, action or prosecutions involving the Holder with respect to this
Note or otherwise, and (iii) the amounts represented by this Note are valid and binding obligations of the Company, without offset
of any kind, deduction or diminution for any reason.


 


[The remainder of this page has been intentionally
left blank.]


 


 


 




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IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the parties have executed this Second Amendment and Restated Promissory
Note as of February 29, 2016.


 


 


	 	CRYOPORT, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	Name:  	Robert Stefanovich	 
	 	Its: 	Chief Financial Officer 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	CRYOPORT SYSTEMS, INC.	 
	 	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	Name:	Robert Stefanovich	 
	 	Its:	Chief Financial Officer 	 







 


 


 


 


	 	 	HOLDER	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 









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