Exhibit
10.16




CONFIDENTIAL
      TREATMENT REQUEST [***] INDICATES INFORMATION THAT HAS BEEN OMITTED
      PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST UNDER RULE 24b-2 OF THE
      SECURITIES EXCHANGE ACT OF 1934,  THIS INFORMATION HAS BEEN
      FILED UNDER SEPARATE COVER WITH THE
COMMISSION.
  RENTAL
AGREEMENT
  THIS
RENTAL AGREEMENT (this “Agreement”) dated as of May 15, 2009 (the “Effective
Date”), is entered into between CRYOPORT, INC., a Nevada corporation (“Lessor”),
having a place of business at 20382 Barents Sea Circle, Lake Forest, California
92630, and FEDERAL EXPRESS CORPORATION, a Delaware corporation (“Lessee”),
having a place of business at 3610 Hacks Cross Road, Memphis, Tennessee 38125,
with respect to the following facts:
  WHEREAS,
Lessor has developed certain liquid nitrogen shipping vessels described more
specifically in Schedule 1 hereto (each, a “Container”), and related services
for the use and transport thereof (the “Related Services”).
  WHEREAS,
Lessee has entered into, or will enter into, one or more agreements to provide
certain shipping services for one or more clinical research organizations,
clinical research laboratories or similar testing facilities listed on Schedule
2, as amended from time to time by mutual written agreement of the parties
hereto (each, a “Customer”), including without limitation to provide cold chain
transportation of frozen clinical or biological research or diagnostic specimens
from a Customer’s health care provider clients (each, a “Provider Client”) to
such Customer.
  WHEREAS,
Lessee desires to provide cold chain transportation services between each
Customer and its Provider Clients using Containers (“CryoPort Express”), and
Lessor and Lessee desire to enter into this Agreement to facilitate such
implementation of CryoPort Express on the terms and conditions
hereof.
  NOW,
THEREFORE, in consideration of the foregoing and the mutual promises contained
herein, the parties agree as follows:
  1. Lease.  On
the terms and conditions of this Agreement, Lessor hereby leases to Lessee, and
Lessee accepts for lease, such Containers as listed on any order placed by
either a Customer or a Provider Client and accepted by Lessor in accordance with
Section 2 (an “Order”), below, for the prices (“Fees”) stated on Schedule 2
hereto or as stated on the applicable Order Confirmation (defined
below).
  2. Lease
Transactions.  Each lease of a Container hereunder (each a
“Lease Transaction”) shall take place as follows, and such policies and
procedures as more specifically agreed in writing by the parties:
 
 2.1 Each Customer
or Provider Client that desires to use CryoPort Express shall place an Order
either directly with Lessor, or with Lessee who in turn shall place such Order
with Lessor, each in such manner and by such means as specified by
Lessor.
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  2.2 Lessor will
use commercially reasonable efforts to accept or reject an Order as soon as
possible and no later than 24 hours from receipt of the Order.  Each
Order that is accepted shall be evidenced by issuance of an Order confirmation
(“Order Confirmation”).  The Order Confirmation will confirm for each
Lease Transaction the following:  (a) the Lessor facility where the
Container shall be picked-up to begin the Lease Transaction and delivered to end
the Lease Transaction, (b) the name and shipping address of the applicable
Provider Client, (c) the shipping address of the applicable Customer, (d) the
number and type of leased Container(s), (e) the lease term, and (e) the
applicable Fees.  Acceptance or rejection of each Order will be
communicated to the Provider Client or Customer placing the Order, and each
Order Confirmation will be communicated to Lessee.  Acceptance of any
Order is subject to Container availability.  The Provider Client or
Customer placing the Order shall have the right to cancel a Lease Transaction
four (4) days prior to the Commencement Date.  For these purposes,
“Commencement Date” means the date that the Lease term commences as indicated on
the Order Confirmation.  Lessor will make the Container(s) which are
the subject of the Order available for pick-up by Lessee on the Commencement
Date at the Lessor facility indicated on the Order Confirmation.
  2.3 For each
Lease Transaction, Lessee shall be responsible for delivering the applicable
Container(s) from Lessor’s identified facility, to Provider Client’s shipping
address, to Customer’s shipping address, and back to Lessor’s identified
facility, each during the applicable Lease term, each as set forth on the
applicable Order Confirmation.
  2.4 For each
Lease Transaction, unless Lessor otherwise expressly agrees in writing, Lessee
shall not, and shall cause each Customer and Provider Client not to, use the
applicable Containers for any purpose other than frozen clinical or biological
research or diagnostic specimens, or transport the applicable Container to any
party or address other than as specified in the applicable Order
Confirmation.
  2.5 Lessee shall
provide Lessor with periodic good faith estimates of the reasonably anticipated
demand for Containers hereunder, which shall be non-binding and for planning
purposes only.
  3. Movement
Lease.
  3.1 Containers
shall be leased on a per movement basis (“Movement Lease”).  Lease
Transactions commence on the Commencement Date and end at the end of each
movement.  A movement is defined as that time when the Container is
received by Lessee and completed with the Container has been returned to Lessor,
as described in Section 2.  The Lessor shall be compensated by payment
of the applicable Fees for each Lease Transaction where a Container has been
tendered to Lessee for delivery at the commencement of the Lease
Transaction.  A transaction is defined as a completed delivery and
return of the Container.
  3.2 If Lessee
fails to return to Lessee the applicable Container prior to the end of the lease
term as set forth on the applicable Order Confirmation, Lessee additionally
shall pay to Lessor the applicable additional Fees specified in Schedule 2
hereto.
  3.3 The parties
shall specify on Schedule 2 which party shall be responsible for billing and
collecting the Fees, together with Lessee’s transportation fees, for CrypPort
Express for each Customer (and its Provider Clients).  For each Lease
Transaction for a Customer (and its Provider Clients) for which Lessor is
responsible for billings and collections, Lessor shall use the most-current fee
schedule of Lessee’s transportation fees provided by Lessee for such Customer,
and shall remit to Lessee the applicable transportation fees collected within
thirty (30) days after collecting the same.  For each Lease
Transaction for a Customer (and its Provider Clients) for which Lessee is
responsible for billings and collections, Lessee shall use the most-current
schedule of Fees for such Customer, and shall remit to Lessor the applicable
Fees billed within thirty (30) days after billing the same.
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  4. Delivery and
Return.
  4.1 Delivery.  Lessee
shall take possession of the Container(s) on the Commencement Date at the Lessor
facility identified on the Order Confirmation.  At the time of
acceptance, Lessee must inspect the Container(s) and identify on Form - 001
(“Delivery Form”) the existence of any visible damages and both parties must
sign such Delivery Form.  Unless otherwise indicated on the Delivery
Form, the execution of the Delivery Form shall indicate that there are no such
visible damages.  If Lessor delivers a Container that is not
serviceable, Lessor will, at its own expense, promptly replace the
non-serviceable Container utilizing, to the extent practical, a Lessee service
for the transportation of such replacement Container.  Because of
delivery and return logistics, Lessor reserves the right to substitute Container
serial numbers for the Container serial numbers indicated on the Order
Confirmation up until the execution of the Delivery Form.
  4.2 Return.  Lessee
must return the Container(s) to the Lessor facility specified in the Order
Confirmation free and clear of any claims, liens or encumbrances in a
serviceable, emptied and clean condition without damage, except for ordinary
wear and tear.  The parties will execute Form-002 (“Return Form”) upon
the return of the Container(s), indicating any non-allowable
damages.  Unless otherwise indicated on the Return Form, the
inspection by Lessor and the execution of the Return Form shall indicate that
there are no such damages.
  5. Use of
Containers.  Lessee shall, and shall cause each Customer and
its Provider Clients to, (a) use the Containers in a careful and proper manner
and in accordance with the use guidelines established from time to time by
Lessor and provided to Lessee (the “Guidelines”), (b) not use the Containers or
allow the Containers to be used for any unlawful purpose, (c) not modify the
Containers, and (d) use every reasonable precaution to prevent loss or damage to
the Containers and to prevent injury to persons and property.  Lessee
shall cooperate fully with Lessor and any insurance companies producing
insurance under Section 11 hereof in the investigation and defense of any claims
and suits arising from the use or operation of the Containers.
  6. Loss or
Damage.  Lessee will bear all risk of loss, damage, theft,
destruction, attachment, seizure or the like (any such event being referred to
as a “Casualty”) of or to the Container(s), reasonable wear and tear excepted,
once the parties execute the Delivery Form.  Reasonable wear and tear
shall include, but not be limited to plastic corners, door hinges, or any other
similar areas that experience damage due to manufacturing or design flaws or
defects.  No Casualty will impair the obligations of the Lessee to pay
the Fees for the lease term of the applicable Lease
Transaction.  Immediately upon Lessee becoming aware of a Casualty,
Lessee will provide Lessor with written notice detailing such
Casualty.  At Lessor’s sole option and upon notice to Lessee, Lessee
shall promptly (a) reimburse Lessor for the reasonable costs of repairing the
affected Container (but not exceeding the replacement value stated on Schedule 1
or any applicable Order Confirmation (“Replacement Value”)), or (b) pay Lessor
the Replacement Value in the case of a lost Container or a Container with
respect to which the cost of repair will exceed the Replacement
Value.
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  7. Pricing; Payment of
Fees.  Lessor’s current Fees for Lease Transactions, as well as
applicable additional fees, are specified in Schedule 2.  The prices
are valid for one year from the Effective Date of this
Agreement.  Lessor shall be entitled to change the pricing thereafter
on thirty (30) days’ written notice to Lessee.
  8. Lessee’s Exclusive
Benefit.  The parties agree that this Agreement is executed for
the benefit of Lessee’s exclusive use of the Container(s) leased hereunder, and
Lessee shall not sublease, sublet, loan, or otherwise release to any third party
(other than to an affiliate of Lessee performing transportation services in the
ordinary course of Lessee’s business as currently conducted) use of any of the
Container(s) unless expressly set forth in this Agreement or otherwise expressly
agreed in writing by Lessor.
  9. Rights to
Containers.  Lessor and Lessee agree that each Lease
Transaction is an agreement of lease only and nothing contained in this
Agreement may be construed as conveying to Lessee any right, title or interest
in or to the Containers except as a lessee.  Lessee recognizes and
acknowledges that Lessee has the right to maintain possession of the
Container(s) conditional upon Lessee’s compliance with the terms of this
Agreement.  Lessee will not, without the prior written consent of
Lessor, assign or sublease any of the Containers, or hypothecate, pledge or
otherwise encumber or suffer a lien upon or against or otherwise convey any
interest in this Agreement or any Container leased hereunder (or purport to do
any of the foregoing).  Lessee shall indemnify Lessor from any and all
losses, liabilities, damages and expenses (including reasonable attorneys’ fees
and costs) resulting from any such actual or purported assignment, sublease,
hypothecation, pledge, encumbrance, lien or conveyance.  Upon request
of Lessor, Lessee shall execute and deliver a financing statement or similar
documents, and take such other actions, to permit Lessor to perfect a security
interest in, or to evidence Lessor’s ownership of, the
Containers.  Lessor will have the right at any time during the term of
this Agreement period to inspect the leased Containers, including at Lessee’s
facilities.  In addition, Lessee will not suffer to be removed any
Lessor markings contained on any Container.
  10. Container Warranties;
Limitations.  Lessor warrants that the Containers during the
applicable lease term (a) meet the certification requirements as and when issued
by the FAA or any other applicable governing body, and (b) will operate within
the temperature ranges specified on Schedule 1 hereto for the periods stated
therein when operated in accordance with the Guidelines, receipt of which is
acknowledged by Lessee (“Authorized Warranty”).  Any claim against
Lessor for breach of the Authorized Warranty or other duties must be made in
writing and promptly pursued within one (1) year from the date of delivery of
the Container(s) at issue.  Subject to the first sentence of this
Section 10, the Containers are leased in “as is” condition.  Except as
otherwise provided herein, Lessor will have no responsibility, and Lessee shall
indemnify Lessor, for any and all claims, including any third-party claims
relating to representations and warranties by Lessee outside the scope of the
Authorized Warranty.
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 THE
AUTHORIZED WARRANTY STATED HEREIN IS IN LIEU OF ANY AND ALL WARRANTIES AND
LESSOR DISCLAIMS ALL OTHER WARRANTIES RELATING TO THE CONTAINERS AND THE RELATED
SERVICES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, FITNESS
FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.  EXCEPT AS OTHERWISE
PROVIDED HEREIN, LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LIABILITY, LOSS OR
DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY THE CONTAINER(S)
OR RELATED SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTAMINATION, SPILL OR
LEAK FROM A CONTAINER.  IN NO EVENT WILL LESSOR BE LIABLE TO LESSEE
FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES DUE TO LOSS OF USE, LOST PROFITS OR ANY INDIRECT DAMAGES,
EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE.
  Lessor
shall indemnify and hold harmless Lessee from and against any cargo loss or
damage resulting from a container’s failure to perform with the representations
and warranties set forth in this Section 10.  Lessor's liability to
Lessee under this Section 10 for cargo loss or damage per shipment shall always
be limited to the amount that Lessee pays for such loss or damage.
  Lessee
agrees to defend, indemnify and hold harmless Lessor and its affiliates,
employees, officers, directors and owners (collectively, “Lessee Indemnified
Parties”) from and against any and all losses, liabilities, damages and expenses
(including reasonable attorneys’ fees and costs) resulting from any claim,
demand, action or other proceeding, whether asserted or incurred during or
subsequent to the Term (defined below), relating to or in any way arising out of
the possession, maintenance, use, control, loss, damage or destruction of the
Containers or any portion thereof, except for losses or injuries caused by
Lessor’s negligence or breach of the Authorized Warranty.  Lessee
will, promptly after it becomes aware of it, give Lessor prompt notice of any
occurrence, event or condition in connection with which Lessor may be entitled
to indemnification hereunder.
  11. Insurance.  Lessee
will, at all times and at its own expense, during the Term hereof and for three
years thereafter, maintain insurance insuring Lessor and Lessee, as their
respective interests may appear and covering liability for bodily injury and
property damage resulting from the transport of the Containers.  All
such insurance shall be obtained in such amounts and from reputable companies as
is customary in the industry.
  12. Events of
Default.  The following shall be “Events of Default” hereunder
with respect to any Container (and an Event of Default with respect to any
Container shall be an Event of Default with respect to all
Containers):  (a) Lessee shall default in payment of any Fees or other
amounts due hereunder, (b) Lessee shall be in breach of any other term of this
Agreement, or (c) Lessee shall become insolvent, makes a filing in bankruptcy,
dissolves or otherwise terminates its corporate existence.  If an
Event of Default occurs and should such Event of Default continue for more than
five business days after Lessee’s receipt of written notice of such default,
Lessor may, at its option, (i) require Lessee to return any or all Containers in
accordance with Section 4.3, (ii) take possession of any or all Containers
wherever found, enter into the premises or aircraft where the Container(s) are
located and disconnect, render unusable and remove the Container(s) or (iii)
require Lessor to pay as liquidated damages for loss of the benefit of its
bargain and not as a penalty, their “Default Value” plus all Fees that are
payable to the date that Lessor receives payment of the Default Value and such
Fees.  “Default Value” means all unpaid Fees and other charges
including cost of return to Lessor facility specified in the
order.  The foregoing rights shall be in addition to any other rights
and remedies available to Lessor at law or in equity.  No remedy
referred to in this Section 12 is intended to be exclusive, but each shall be
cumulative and in addition to any other remedy referred to above or otherwise
available to Lessor at law or in equity.  No express or implied waiver
by Lessor of any Event of Default shall in any way be, or be construed to be, a
waiver of any future or subsequent Event of Default.
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   13. Term and
Termination.  This Agreement shall commence on the Effective
Date, and shall be valid until one (1) year from the Effective Date (“Term”);
provided, (a) this Agreement and any applicable Order Confirmation shall survive
with respect to any Lease Transaction still in effect at such expiration date
until the end of the lease period for that Lease Transaction and the return of
the applicable Container(s) as provided herein, and (b) this Agreement shall
automatically renew for additional one-year terms unless one party gives the
other party written notice of non-renewal at least thirty (30) days prior to the
then-current Term.  In addition, Lessor may terminate this Agreement
on written notice to Lessee on the occurrence of any Event of Default that
remains unremedied after the period of time specified in Section12 for Lessee’s
cure.  Sections 10, 11, 13 and 14 shall survive termination or
expiration of this Agreement.  Either party shall have the right to
terminate this Agreement for convenience upon providing the other with thirty
(30) days written notice.
  14. General
Provisions.
  14.1 Force
Majeure.  No party to this Agreement shall be liable to the
other party for any failure or delay in fulfilling an obligation hereunder other
than payment of money, if said failure or delay is attributable to circumstances
beyond its control, including, but not limited to, any fire, terrorism, power
failure, labor dispute or government measure (“Force Majeure”).  The
Parties agree that the deadline for fulfilling the obligation in question shall
be extended for a period of time equal to that of the continuance of the Force
Majeure.  Each party shall use all commercially reasonable efforts to
minimize the effect of the Force Majeure on its performance under this
Agreement.
  14.2 Notices.  Notices
under this Agreement shall be valid if given in writing and sent by recognized
overnight courier, registered mail or fax to the addresses shown on the
invoice.  Notices will be effective upon receipt.
  14.3 Operation of
Containers.  Lessee agrees that in its use and handling of the
Containers it will strictly comply with the Guidelines and such additional
instructions as Lessor shall provide in writing to Lessee.  Lessee
agrees that it will comply with all applicable laws and regulations relating to
its use and possession of the Containers.
  14.4 Non-Waiver.  No
failure by Lessor to exercise, nor delay by Lessor in exercising, any right or
remedy which it may have under or with respect to this Agreement shall operate
as a waiver thereof of any other right or remedy available to
Lessor.  No waiver of any such right shall be effective unless the
same shall be in writing and signed by Lessor.
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  14.5 Integration.  This
Agreement (including any Schedules and Order Confirmations) constitutes the
entire agreement between the parties.  This Agreement only may be
amended by a written agreement between authorized representatives of the
parties.  If any portion of this Agreement is held to be invalid in
any jurisdiction, such provisions shall be severed from this Agreement and the
remaining provisions shall remain in full force and effect.  Any term
or condition set forth in any Order, Order Confirmation or other document or
instrument (other than as expressly required hereby) that conflicts with, or
adds to, the terms of this Agreement shall be of no force or effect, except if
such document or instrument is duly executed and delivered by each party and
expressly and conspicuously references and supersedes this
Agreement.
  14.6 Confidentiality and
Advertising Restrictions.  Except to the extent disclosure is
required by applicable law, regulation or court order, the parties agree that
this Agreement and the terms hereof shall be kept strictly confidential by them,
and each party shall in each instance obtain the prior written approval of the
other concerning exact text and timing of news releases, articles, brochures,
advertisements, prepared speeches and other information releases concerning this
Agreement.  No license or grant whatsoever pertaining to a party’s
trademarks, tradename, logos, service marks or other intellectual property is
granted to the other party pursuant to this Agreement.
  14.7 UCC Filings; Additional
Information.  Lessee will provide reasonable assistance to
Lessor with respect to the Lessor’s recording, filing, re-recording and
re-filing of any financing statements or other instruments as are reasonably
necessary to maintain the perfected security interest and ownership interest of
Lessor in each Container, together with such instruments, in execution form, and
such other information as may be required to enable it to take such
actions.
  14.8 Assignment.  Lessee
acknowledges that this Lease Agreement and its rights, duties and obligations
are personal to Lessee and may not be assigned, delegated or otherwise
transferred by Lessee without Lessor’s prior written consent.  Any
attempted assignment, delegation or transfer by Lessee in violation of this
subsection 14.8 will be void and will constitute a material breach of this Lease
Agreement.  Nothing herein shall be construed to limit Lessor’s right
or ability to assign, delegate or transfer this Lease Agreement.
  14.9 Governing
Law.  This Agreement will be governed and construed in
accordance with the laws of the State of Delaware without reference to the
conflicts of laws provisions thereof.
  14.10 Counterparts.  THIS
AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH OF WHICH, WHEN SO EXECUTED AND
DELIVERED, SHALL CONSTITUTE AN ORIGINAL, FULLY ENFORCEABLE COUNTERPART FOR ALL
PURPOSES EXCEPT THAT ONLY THE COUNTERPART STAMPED OR MARKED ‘COUNTERPART NUMBER
1’ SHALL CONSTITUTE ‘CHATTEL PAPER’ OR OTHER ‘COLLATERAL’ WITHIN THE MEANING OF
THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY JURISDICTION.
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 EACH PARTY’S SIGNATURE BELOW
ACKNOWLEDGES THAT SUCH PARTY HAS READ AND UNDERSTANDS EACH OF THE TERMS AND
CONDITIONS OF THE AGREEMENT AND AGREES TO BE BOUND BY THEM.
  FEDERAL
      EXPRESS CORPORATION
                CRYOPORT,
      INC.BY:
      /s/ Jerry Beyl
                BY:
      /s/ Larry StambaughNAME:
      Jerry Beyl
                NAME:
      Larry StambaughTITLE:
      Vice President FedEx Worldwide Svcs
                TITLE:
      Chairman and CEO
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  SCHEDULE
1
 
 CONTAINERS
 
 Model
      No.: EXP5
 
 Description:
      The CryPort Express Shipper Model No. EXP 5 is an IATA certified cryogenic
      dry vapor shipping container which holds 5.5 liters liquid nitrogen and
      has a full weight of 10.2
kilograms.
 
 Replacement
      Cost:      [***]
 
 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 
 [ADDITIONAL
MODELS MAY BE ADDED
 BY MUTUAL
WRITTEN AGREEMENT OF THE PARTIES]
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 SCHEDULE
2
 
 CUSTOMERS
AND FEES
 
 Customer:
      [***]
 
 Billing
      Party: Lessor
 
 Fees: 
      [***]
      for each Lease Transaction, for up to 14 calendar days after the
      applicable Commencement Date
 
 Additional
      Fees:  [***]
      for each Lease Transaction, if the Container is not returned to Lessor
      within 14 calendar days after the applicable Commencement Date, for each
      period of 14 calendar dsays (or portion thereof) thereafter, up to a
      maximum of [***] for each Lease
  Transaction
 
 ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
 
 [ADDITIONAL
CUSTOMERS MAY BE ADDED  BY MUTUAL WRITTEN AGREEMENT OF THE
PARTIES]
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