Exhibit 4.17


 


	RIGHTS CERTIFICATE #: 	NUMBER OF RIGHTS: 


 


THIS CERTIFICATE AND THE RIGHTS AND
OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN CRYOPORT, INC.’S PROSPECTUS, DATED [•],
2016 (THE “PROSPECTUS”). COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM GEORGESON INC., THE INFORMATION AGENT
FOR THE RIGHTS OFFERING. THE INFORMATION AGENT’S TELEPHONE NUMBER IS (800) 903-2897 (TOLL FREE).


 


CRYOPORT, INC.


Incorporated under the laws of the State
of Nevada


 


NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Shares of

Common Stock, $0.001 par value per share, of Cryoport, Inc.


 


Subscription Price: $[•] per Full Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE

5:00 P.M., NEW YORK CITY TIME, ON [•], 2016, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED OWNER:


 


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”)
set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase [•] shares of common stock, par
value $0.001 per share (the “Common Stock”), of Cryoport, Inc., a Nevada corporation (the “Company”),
at a subscription price of $[•] per full share (the “Basic Subscription Privilege”), pursuant to the Company’s
rights offering, on the terms and subject to the conditions set forth in the Prospectus (including the proration provisions described
therein) and the “Instructions for Use of Subscription Rights Certificates” accompanying this certificate. If any shares
of Common Stock available for purchase in the rights offering are not purchased by other holders of Rights pursuant to the exercise
of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that exercises its Basic Subscription
Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the rights offering, subject
to availability and proration as described in the Prospectus (the “Over-Subscription Privilege”). The Rights
represented by this certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof
and by returning the full payment of the subscription price for each share of Common Stock to be purchased in accordance with the
“Instructions for Use of Subscription Rights Certificates” that accompany this certificate.


 


This certificate is not valid unless countersigned
by the subscription agent and registered by the registrar. Witness the seal of Cryoport, Inc. and the signatures of its duly authorized
officers.


 


 Dated: [•], 2016


 


 


	 	 
	
        Chief Executive Officer
	
        Secretary and Chief Financial
        Officer

         



Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
SUBSCRIPTION AGENT


 


 


 


By: ___________________________________


Authorized Officer


 






     


     


    

 


DELIVERY OPTIONS
FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


Delivery other than in the manner or to
the addresses listed below will not constitute valid delivery. If delivering by mail, hand or overnight courier:






Continental Stock Transfer & Trust Company

Attn: Corporate Actions Department

17 Battery Place

New York, New York 10004






PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY






FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to your Basic Subscription
Privilege, please complete lines (a), (c) and (d) and sign under Form 3 below. To subscribe for shares pursuant to your Over-Subscription
Privilege, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for more shares than you are
entitled under either the Basic Subscription Privilege or the Over-Subscription Privilege, you will be deemed to have elected
to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription Privilege or Over-Subscription
Privilege, as applicable.


 


(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:


 


	I am applying for  ________________________________	Shares X	 $ _________________________	= $ ________________________
	(number of new shares)	 	(subscription price)	(amount enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:


 


If you have exercised your Basic Subscription Privilege in full
and wish to subscribe for additional shares of Common Stock pursuant to your Over-Subscription Privilege.


 


	I am applying for  ________________________________	Shares X	 $ _________________________	= $ ________________________
	(number of new shares)	 	(subscription price)	(amount enclosed)


 


(c) Total Amount of Payment Enclosed = $ ___________________


 


(d) METHOD OF PAYMENT (CHECK ONE)


 


 ̈          Check
or bank draft payable to “[•]”


 


 ̈          Wire
transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company,
as Subscription Agent, for purposes of accepting subscriptions in the rights offering, at [•].


 


FORM 2 - DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Common Stock underlying your Rights or a
certificate representing the remaining balance of unexercised Rights to be delivered to an address different from that shown on
the face of this certificate, enter the alternate address below, sign under Form 3 and have your signature guaranteed under Form
4.


 


______________________________________________________



______________________________________________________






______________________________________________________


 


FORM 3 - SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus
for the rights offering and I hereby irrevocably subscribe for the number of shares indicated under Form 1 above on the terms and
conditions specified in the Prospectus. This Form 3 must be signed by the registered holder(s) exactly as their name(s) appear(s)
on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents transmitted herewith.


 


Signature(s): ______________________________________________________


 


Signature(s): ______________________________________________________


 


Date: ______________________________________________________


 


Telephone Number: ______________________________________________________


 


IMPORTANT: The signature(s) must correspond with the name(s)
as printed on the reverse of this certificate in every particular, without alteration or enlargement, or any other change whatsoever.


 


FORM 4 – SIGNATURE GUARANTEE


 


This form must be completed if you have completed any portion
of Form 2.


 


Signature Guaranteed: ______________________________________________________
(Name of Bank or Firm)


 


By: ______________________________________________________ (Signature
of Officer)


 


IMPORTANT: The signature(s) should be guaranteed by an eligible
guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE OF THIS CERTIFICATE, CONTACT GEORGESON
INC., THE INFORMATION AGENT FOR THE RIGHTS OFFERING, AT (800) 903-2897 (TOLL FREE).