exv4w10






Exhibit 4.10




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 9th day of August,
2010, by and among CryoPort, Inc., a Nevada corporation (the “Company”), MAXIM GROUP LLC, EMERGENT
FINANCIAL GROUP, INC. and the Unit Investors a signatory hereto (each a “Stockholder” and
collectively the “Stockholders”).



Recitals




     A. As of August 9, 2010, the Company and investors entered into Securities Purchase Agreements
(the “Securities Purchase Agreement”) providing for the issuance and sale of an aggregate of Four
Million Five Hundred Seventy Four Thousand Five Hundred Seventy Three (4,574,573) units (the
“Units”), each Unit consisting of one share of common stock (the “Common Stock”), par value $0.001
per share, of the Company, and a warrant (the “Unit Warrant”) to purchase one share of Common Stock
as indicated therein. In addition, certain investors also received an additional warrant (the
“Additional Warrant, and together with the Unit Warrant, the “Warrants”), under the circumstances
described in the Securities Purchase Agreement. In addition, investors may receive additional
Shares pursuant to Section 2.2 of the Securities Purchase Agreement.



     B. In connection with the sale of the Units, Maxim Group LLC and Emergent Financial Group,
Inc. (the “Placement Agents”) served as the placement agents of the Company and in connection
therewith are each entitled to exercise rights to acquire from the Company of shares of Common
Stock equal to 7% of the shares of Common Stock underlying the Securities subscribed (excluding the
Additional Warrant Shares) for as a result of the efforts of the respective Placement Agent.



     C. In connection with the Securities Purchase Agreement, the Company desires to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and applicable state securities laws.



     Now, therefore, in consideration of the foregoing and the mutual promises contained herein,
the Company and Stockholders agree as follows:



Agreement



1. Definitions. For purposes of this Agreement, capitalized terms used herein but not
otherwise defined shall have the meaning given to them in the Securities Purchase Agreement, and
the following terms shall have the meanings given them:




     1.1. “Affiliate” means, with respect to any Person, any other Person which directly or
indirectly through one or more intermediaries Controls, is controlled by, or is under common
control with, such Person.



     1.2. “Charter” the Company’s Amended and Restated Articles of Incorporation.



 









 





     1.3. “Common Stock” means the common stock, par value $0.001 per share, of the Company, or
shares or other equity interests of the Company issued in exchange for or otherwise in connection
with the exercise of the Warrants.



     1.4. “Control” (including the terms “controlling,” “controlled by” or “under common control
with”) means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



     1.5. “Damages” means any loss, damage, or liability to which a party hereto may become subject
under the 1933 Act, the 1934 Act, or other federal or state law, insofar as such loss, damage, or
liability (or any action in respect thereof) arises out of or is based upon (a) any untrue
statement or alleged untrue statement of a material fact contained in any registration statement of
the Company, including any preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto; (b) an omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading; or
(c) any violation or alleged violation by the indemnifying party (or any of its agents or
Affiliates) of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation
promulgated under the 1933 Act, the 1934 Act, or any state securities law.



     1.6. “Excluded Registration” means (a) a registration relating to the sale of securities to
employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar
plan on a Registration Statement on Form S-8; or (b) a registration relating to a Rule 145
transaction.



     1.7. “Form S-1” means such form under the 1933 Act as in effect on the date hereof or any
successor registration form under the 1933 Act subsequently adopted by the SEC.



     1.8. “Form S-3” means such form under the 1933 Act as in effect on the date hereof or any
registration form under the 1933 Act subsequently adopted by the SEC that permits incorporation of
substantial information by reference to other documents filed by the Company with the SEC.



     1.9. “GAAP” means generally accepted accounting principles in the United States.



     1.10. “Holder” means any holder of Registrable Securities who is a party to this Agreement,
including permitted transferees that agree in writing to be bound by and subject to the terms and
conditions of this Agreement.



     1.11. “Person” means an individual, corporation, partnership, limited liability company,
trust, business trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.



     1.12. “Registrable Securities” means (a) the Common Stock issued or issuable to any Holder
pursuant to the Securities Purchase Agreement and the Common Stock issuable to any Holder upon
exercise of the Warrants issued to such Holder pursuant to the Securities Purchase Agreement
(including without limitation the shares of Common Stock issuable to the Placement



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Agents upon exercise of the warrants issued to the Placement Agents); and (b) any Common Stock
issued as (or issuable upon the conversion or exercise of any warrant, right, or other security
that is issued as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, the Common Stock referenced in clause (a) above, including without limitation any
Common Stock which is issued to any Holder subsequent to the conversion resulting from any stock
split or merger, and excluding in all cases, however, any Registrable Securities sold by a Person
in a transaction in which the applicable rights under this Agreement are not assigned pursuant to
Section 3.1, and excluding for purposes of Section 2 any Common Stock for which registration rights
have terminated or suspended pursuant to Section 2.9 of this Agreement.




     1.13. “Rule 144” means Rule 144 promulgated by the SEC under the 1933 Act.



     1.14. “Rule 145” means Rule 145 promulgated by the SEC under the 1933 Act.



     1.15. “SEC” means the Securities and Exchange Commission.



     1.16. “1933 Act” means the Securities Act of 1933, as amended, or any successor statute, and
the rules and regulations promulgated thereunder.



     1.17. “1934 Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.


2. Registration Rights. The Company covenants and agrees as follows:




     2.1. Registration Statement. Within sixty (60) days following the Closing (the
“Filing Date”), the Company shall prepare and file with the SEC a Registration Statement on Form
S-1 covering the resale of the Registrable Securities. Subject to any SEC comments, the
Registration Statement filed pursuant to Section 2.1 shall include the plan of distribution
attached hereto as Exhibit A. The Registration Statement also shall cover, to the extent
allowable under the 1933 Act and the rules promulgated thereunder (including Rule 416), such
indeterminate number of additional shares of Common Stock resulting from stock splits, stock
dividends, or similar transactions with respect to the Registrable Securities to which such
Registration Statement relates. The expenses (other than Selling Expenses) of such withdrawn
registration shall be borne by the Company in accordance with Section 2.5. In the event that the
Company fails to file the Registration Statement by the Filing Date, then for each month following
the Filing Date that the Company has not filed the Registration Statement, the Company shall pay
the Investor, as liquidated damages and not a penalty, an amount equal to 1.5% of the aggregate
Purchase Price paid by such Holder pursuant the Securities Purchase Agreement for any unregistered
Registrable Securities then held by such Holder, up to a maximum aggregate of 6% of such aggregate
Purchase Price; provided, however, the Company shall not be liable if any such delay is due to an
investor’s failure to promptly provide on request by the Company any information required by this
Agreement or the provision of inaccurate or incomplete information by an investor.



     2.2. Reserved.



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     2.3. Obligations of the Company. The Company will use commercially reasonable efforts
to effect the registration of the Registrable Securities, and pursuant thereto the Company shall,
as expeditiously as reasonably possible:




     (a) prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its commercially reasonable efforts to cause such
registration statement to become effective and keep such registration statement effective
until the latter to occur of (i) the expiration of six months or, if earlier, such time that
the distribution contemplated by the registration statement has been completed or (ii) such
time that the Registrable Securities may be resold by the Holder without restriction under
Rule 144 (assuming that such Registrable Securities that consist of securities convertible
into other securities of the Company are exercised solely in exchange for other securities
(including Common Stock) of the Company as contemplated by Rule 144(d)(3)(ii));




     (b) prepare and file with the SEC such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration statement, as may be
necessary to comply with the 1933 Act in order to enable the disposition of all securities
covered by such registration statement;




     (c) provide copies to and permit counsel designated by the Investors, if any, in the
selling securityholder questionnaire attached hereto as Exhibit B (the “Selling
Securityholder Questionnaire”) to review the Registration Statement and all amendments and
supplements thereto no fewer than seven days prior to their filing with the SEC and not file
any document to which such counsel reasonably objects;




     (d) furnish to the selling Holders such numbers of copies of a prospectus, including a
preliminary prospectus, as required by the 1933 Act, and such other documents as the Holders
may reasonably request in order to facilitate their disposition of their Registrable
Securities;




     (e) use its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or blue-sky laws of such
jurisdictions as shall be reasonably requested by the selling Holders; provided that the
Company shall not be required to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, unless the Company is already
subject to service in such jurisdiction and except as may be required by the 1933 Act;




     (f) use its commercially reasonable efforts to cause all such Registrable Securities
covered by such registration statement to be listed on a national securities exchange or
trading system and each securities exchange and trading system (if any) on which similar
securities issued by the Company are then listed;




     (g) provide a transfer agent and registrar for all Registrable Securities registered
pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities,
in each case not later than the effective date of such registration;



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     (h) promptly make available for inspection by the selling Holders and any attorney or
accountant or other agent retained by the selling Holders, all financial and other records,
pertinent corporate documents, and properties of the Company, and cause the Company’s
officers, directors, employees, and independent accountants to supply all information
reasonably requested by any such seller, attorney, accountant, or agent, in each case, as
necessary or advisable to verify the accuracy of the information in such registration
statement and to conduct appropriate due diligence in connection therewith; and




     (i) notify each selling Holder, promptly after the Company receives notice thereof, of
the time when such registration statement has been declared effective or a supplement to any
prospectus forming a part of such registration statement has been filed.



     2.4. Furnish Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 2 with respect to the Registrable Securities of any
selling Holder that such Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of such securities as is
reasonably required to effect the registration of such Holder’s Registrable Securities.



     2.5. Expenses of Registration. All expenses incurred in connection with
registrations, filings, or qualifications pursuant to Section 2, including all registration,
filing, and qualification fees; printers’ and accounting fees; and fees and disbursements of
counsel for the Company, shall be borne and paid by the Company. All selling expenses relating to
Registrable Securities registered pursuant to Section 2 shall be borne and paid by the Holders pro
rata on the basis of the number of Registrable Securities registered on their behalf.
Notwithstanding the foregoing, upon the registration of Registrable Securities pursuant to Section
2, Holders of a majority of the Registrable Securities that are to be registered pursuant to
Section 2 shall be entitled to appoint one counsel in connection with the registration, and the
Company shall pay such counsel’s fees and disbursements related to the registration in an amount
not to exceed $10,000.



     2.6. Indemnification. If any Registrable Securities are included in a registration
statement under this Section 2:




     (a) To the extent permitted by law, the Company will indemnify and hold harmless each
selling Holder, and the partners, members, officers, directors, and stockholders of each
such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined
in the 1933 Act) for each such Holder; and each Person, if any, who controls such Holder or
underwriter within the meaning of the 1933 Act or the 1934 Act, against any Damages, and the
Company will pay to each such Holder, underwriter, controlling Person, or other
aforementioned Person any legal or other expenses reasonably incurred thereby in connection
with investigating or defending any claim or proceeding from which Damages may result, as
such expenses are incurred; provided, however, that the indemnity agreement contained in
this Section 2.6(a) shall not apply to amounts paid in settlement of any such claim or
proceeding if such settlement is effected without the consent of the Company, which consent
shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the
extent



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that they arise out of or are based upon actions or omissions made in reliance upon and
in conformity with written information furnished by or on behalf of any such Holder,
underwriter, controlling Person, or other aforementioned Person expressly for use in
connection with such registration.




     (b) To the extent permitted by law, each selling Holder, severally and not jointly,
will indemnify and hold harmless the Company, and each of its directors, each of its
officers who has signed the registration statement, each Person (if any), who controls the
Company within the meaning of the 1933 Act, legal counsel and accountants for the Company,
any underwriter (as defined in the 1933 Act), any other Holder selling securities in such
registration statement, and any controlling Person of any such underwriter or other Holder,
against any Damages, in each case only to the extent that such Damages arise out of or are
based upon actions or omissions made in reliance upon and in conformity with written
information furnished by or on behalf of such selling Holder expressly for use in connection
with such registration; and each such selling Holder will pay, severally and not jointly, to
the Company and each other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from
which Damages may result, as such expenses are incurred; provided, however, that the
indemnity agreement contained in this Section 2.6(b) shall not apply to amounts paid in
settlement of any such claim or proceeding if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld.




     (c) Promptly after receipt by an indemnified party under this Section 2.6 of notice of
the commencement of any action (including any governmental action) for which a party may be
entitled to indemnification hereunder, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 2.6 give the
indemnifying party notice of the commencement thereof. The indemnifying party shall have the
right to participate in such action and, to the extent the indemnifying party so desires,
participate jointly with any other indemnifying party to which notice has been given, and to
assume the defense thereof with counsel mutually satisfactory to the parties; provided,
however, that an indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation
of such indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential conflicting interests between such indemnified
party and any other party represented by such counsel in such action. The failure to give
notice to the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the indemnified party
under this Section 2.6 unless such failure actually and materially prejudices the
indemnifying party’s ability to defend such action.




     (d) Notwithstanding anything else herein to the contrary, the foregoing indemnity
agreements of the Company and the selling Holders are subject to the condition that, insofar
as they relate to any Damages arising from any untrue statement or alleged untrue statement
of a material fact contained in, or omission or alleged omission of a material fact from, a
preliminary prospectus (or necessary to make the statements



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therein not misleading) that has been corrected in the form of prospectus included in
the registration statement at the time it becomes effective, or any amendment or supplement
thereto filed with the SEC pursuant to Rule 424(b) under the 1933 Act (the “Final
Prospectus”), such indemnity agreement shall not inure to the benefit of any Person if a
copy of the Final Prospectus was furnished to the indemnified party and such indemnified
party failed to deliver, at or before the confirmation of the sale of the shares registered
in such offering, a copy of the Final Prospectus to the Person asserting the loss,
liability, claim, or damage in any case in which such delivery was required by the 1933 Act.




     (e) To provide for just and equitable contribution to joint liability under the 1933
Act in any case in which either (i) any party otherwise entitled to indemnification
hereunder makes a claim for indemnification pursuant to this Section 2.6 but it is
judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case, notwithstanding the fact that
this Section 2.6 provides for indemnification in such case, or (ii) contribution under the
1933 Act may be required on the part of any party hereto for which indemnification is
provided under this Section 2.6, then, and in each such case, such parties will contribute
to the aggregate losses, claims, damages, liabilities, or expenses to which they may be
subject (after contribution from others) in such proportion as is appropriate to reflect the
relative fault of each of the indemnifying party and the indemnified party in connection
with the statements, omissions, or other actions that resulted in such loss, claim, damage,
liability, or expense, as well as to reflect any other relevant equitable considerations.
The relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or allegedly untrue
statement of a material fact, or the omission or alleged omission of a material fact,
relates to information supplied by the indemnifying party or by the indemnified party and
the parties’ relative intent, knowledge, access to information, and opportunity to correct
or prevent such statement or omission; provided, however, that, in any such case, no Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
will be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.




     (f) the obligations of the Company and Holders under this Section 2.6 shall survive the
completion of any offering of Registrable Securities in a registration under Section 2, and
otherwise shall survive the termination of this Agreement.



     2.7. Current Public Information. With a view to making available to the Holders the
benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration, the Company shall:




     (a) make and keep available adequate current public information, as those terms are
understood and defined in Rule 144, at all times; and




     (b) furnish to any Holder, so long as the Holder owns any Registrable Securities, upon
request (A) to the extent accurate, a written statement by the Company that it has complied
with the reporting requirements of Rule 144; (B) a copy of the most



7









 






recent annual or quarterly report of the Company and such other reports and documents
so filed by the Company; and (C) such other information as may be reasonably requested in
availing any Holder of any rule or regulation of the SEC that permits the selling of any
such securities without registration.



     2.8. Obligations of the Investors.




     (a) Each Investor shall furnish to the Company a Selling Securityholder Questionnaire
and shall furnish in writing to the Company such additional information regarding itself,
the Registrable Securities held by it, and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect the
registration of such Registrable Securities, and shall execute such documents in connection
with such registration as the Company may reasonably request. At least five Business Days
prior to the first anticipated filing date of a Registration Statement, the Company shall
notify the Investors of the information the Company requires from the Investors, to the
extent not included in the Selling Securityholder Questionnaire, if the Investors elect to
have any of the Registrable Securities included in the Registration Statement. The
Investors shall provide such information to the Company at least two Business Days prior to
the first anticipated filing date of such Registration Statement.




     (b) The Investors, by their acceptance of the Registrable Securities, agree to
cooperate with the Company as reasonably requested by the Company in connection with the
preparation and filing of a Registration Statement hereunder.



     2.9. Termination of Registration Statement. The Company’s obligation to maintain the
effectiveness of the Registration Statement shall terminate upon such time that the Registrable
Securities may be resold all Holders without restriction under Rule 144 (as amended from time to
time).


3. Miscellaneous.




     3.1. Successors and Assigns. Except as set forth in this Section 3.1, this Agreement
shall not be assignable by any Holder without the prior written consent of the Company. Prior
written consent will not be required for any assignment of this Agreement by a Holder to an
Affiliate assignee, or in connection with any transfer of at least seventy-five percent (75%) of
the Registrable Securities of such Holder; provided that such transfer provided that (i) the
Company is, within a reasonable period of time after such transfer, furnished with written notice
of the name and address of the Affiliate or other assignee and (ii) the Affiliate or other assignee
agrees in a written instrument satisfactory to the Company, to be bound by and subject to the terms
and conditions of this Agreement. Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and permitted
assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement,
except as expressly provided herein.



     3.2. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York without regard to the choice of law
principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction
of



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the courts of the State of New York located in New York County and the United States District
Court for the Southern District of New York for the purpose of any suit, action, proceeding or
judgment relating to or arising out of this Agreement and the transactions contemplated hereby.
Service of process in connection with any such suit, action or proceeding may be served on each
party hereto anywhere in the world by the same methods as are specified for the giving of notices
under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any
such court in any such suit, action or proceeding and to the laying of venue in such court. Each
party hereto irrevocably waives any objection to the laying of venue of any such suit, action or
proceeding brought in such courts and irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.




     3.3. Counterparts; Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may also be executed via facsimile, which shall be
deemed an original.



     3.4. Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.



     3.5. Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given as hereinafter described
(i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii)
if given by telex or telecopier, then such notice shall be deemed given upon receipt of
confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed
given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such
notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally
recognized overnight air courier, then such notice shall be deemed given one Business Day after
delivery to such carrier. All notices shall be addressed to the party to be notified at the
address as follows, or at such other address as such party may designate by ten days’ advance
written notice to the other party:


If to the Company:



CryoPort, Inc.

20382 Barents Sea Circle

Lake Forest, California 92630

Attention: Larry G. Stambaugh

Telephone No.: (949) 470-2300

Telecopier No.: (949) 470-2306



with a copy to (which copy shall not be deemed notice):



Mark R. Ziebell




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Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626

Telephone No.: (714) 427-7000

Telecopier No.: (714) 724-7799



If to the Stockholders:



to the addresses set forth on the signature pages hereto.




     3.6. Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company
and the Stockholders. Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each Holder of any Securities purchased under this Agreement at the time outstanding,
and the Company.



     3.7. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof but shall
be interpreted as if it were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. To the extent
permitted by applicable law, the parties hereby waive any provision of law which renders any
provision hereof prohibited or unenforceable in any respect.



     3.8. Aggregation of Securities. All shares of Registrable Securities held or acquired
by Affiliates of a Holder shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement of such Holder.



     3.9. Entire Agreement. This Agreement and the other Transaction Documents constitute
the entire agreement among the parties hereof with respect to the subject matter hereof and thereof
and supersede all prior agreements and understandings, both oral and written, between the parties
with respect to the subject matter hereof and thereof.



     3.10. Delays or Omissions. No delay or omission to exercise any right, power, or
remedy accruing to any party under this Agreement, upon any breach or default of any other party
under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or
nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach
or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to
any party, shall be cumulative and not alternative.



[signature page follows]




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     IN WITNESS WHEREOF, the parties have executed this Agreement or caused their duly authorized
officers to execute this Agreement as of the date first above written.



	 	 	 	 	 
	The Company: 	CRYOPORT, INC.

 	 
	 	By:  	/s/
Catherine Doll	 
	 	 	Name:  	Catherine Doll 	 
	 	 	Title:  	CFO 	 



 









 






	 	 	 	 	 



The Stockholders:




	 	 	 	 	 
	 	MAXIM GROUP LLC

 	 
	 	By:  	/s/
Clifford A. Teller	 
	 	 	Name:  	Clifford A. Teller 	 
	 	 	Title:  	Executive Managing Director 	 
	 



	 	 	 

	Number of Warrant Shares:

	 	334,500
	 
	 	 
	Address for Notice:

	 	405 Lexington Avenue
	 

	 	New York, NY 10174






Signature Page to Registration Rights Agreement




 









 








The Stockholders:




	 	 	 	 	 
	 	EMERGENT FINANCIAL GROUP, INC.

 	 
	 	By:  	/s/
Peter Voldness	 
	 	 	Name:  	Peter Voldness	 
	 	 	Title:  	CEO	 
	 



	 	 	 

	Number of Warrant Shares:
	 	 
	 
	 	 
	Address for Notice:

	 	Attn: Peter Voldness
	 

	 	3500 American Boulevard, Suite 325
	 

	 	Bloomington, MN 55431






Signature Page to Registration Rights Agreement




 









 








	 	 	 	 	 

	The Stockholders:

	 	[INVESTOR]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Shares of Common Stock

	 	 
	 	 
	Number of Unit Warrant Shares:
	 	 	 	 
	Number of Additional Warrant Shares:
	 	 	 	 
	 
	 	 	 	 
	Address for Notice:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






Signature Page to Registration Rights Agreement




 









 








Exhibit A




Plan of Distribution



The selling stockholders, which as used herein includes donees, pledgees, transferees, or other
successors-in-interest selling shares of common stock or interests in shares of common stock
received after the date of this prospectus from a selling stockholder as a gift, pledge,
partnership distribution, or other transfer, may, from time to time, sell, transfer, or otherwise
dispose of any or all of their shares of common stock or interests in shares of common stock on any
stock exchange, market, or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at prevailing market prices at the time
of sale, at prices related to the prevailing market price, at varying prices determined at the time
of sale, or at negotiated prices.




     The selling stockholders may use any one or more of the following methods when disposing of
shares or interests therein:




	 	•	 	ordinary brokerage transactions and transactions in which the broker-dealer solicits
purchasers;
	 
	 	•	 	block trades in which the broker-dealer will attempt to sell the shares as agent,
but may position and resell a portion of the block as principal to facilitate the
transaction;
	 
	 	•	 	purchases by a broker-dealer as principal and resale by the broker-dealer for its
account;
	 
	 	•	 	an exchange distribution in accordance with the rules of the applicable exchange;
	 
	 	•	 	privately negotiated transactions;
	 
	 	•	 	short sales effected after the date the registration statement of which this
Prospectus is a part is declared effective by the SEC;
	 
	 	•	 	through the writing or settlement of options or other hedging transactions, whether
through an options exchange or otherwise;
	 
	 	•	 	broker-dealers may agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share;
	 
	 	•	 	a combination of any such methods of sale; and
	 
	 	•	 	any other method permitted by applicable law.




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     The selling stockholders may, from time to time, pledge or grant a security interest in some
or all of the shares of common stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of common stock,
from time to time, under this prospectus, or under an amendment to this prospectus under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledges, or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.



     In connection with the sale of our common stock or interests therein, the selling stockholders
may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common stock to broker-dealers
that in turn may sell these securities. The selling stockholders may also enter into option or
other transactions with broker-dealers or other financial institutions or the creation of one or
more derivative securities which require the delivery to such broker-dealer or other financial
institution of shares offered by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect
such transaction).



     The aggregate proceeds to the selling stockholders from the sale of the common stock offered
by them will be the purchase price of the common stock less discounts or commissions, if any. Each
of the selling stockholders reserves the right to accept and, together with their agents from time
to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly
or through agents. We will not receive any of the proceeds from this offering.



     The selling stockholders also may resell all or a portion of the shares in open market
transactions in reliance upon Rule 144 under the Securities Act of 1933, as amended, provided that
they meet the criteria and conform to the requirements of that rule.



     Any underwriters, broker-dealers, or agents that participate in the sale of the common stock
or interests therein may be “underwriters” within the meaning of Section 2(11) of the



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Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of
the shares may be underwriting discounts and commissions under the Securities Act.




     To the extent required, the shares of our common stock to be sold, the names of the selling
stockholders, the respective purchase prices and public offering prices, the names of any agent,
dealer, or underwriter, any applicable commissions or discounts with respect to a particular offer
will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.



     In order to comply with the securities laws of some states, if applicable, the common stock
may be sold in these jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been registered or
qualified for sale or an exemption from registration or qualification requirements is available and
is complied with.



     We have advised the selling stockholders that the anti-manipulation rules of Regulation M
under the Exchange Act may apply to sales of shares in the market and to the activities of the
selling stockholders and their affiliates. In addition, to the extent applicable we will make
copies of this prospectus (as it may be supplemented or amended from time to time) available to the
selling stockholders for the purpose of satisfying the prospectus delivery requirements of the
Securities Act. The selling stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities, including liabilities
arising under the Securities Act.



     We have agreed to indemnify the selling stockholders against liabilities, including
liabilities under the Securities Act and state securities laws, relating to the registration of the
shares offered by this prospectus.



     We have agreed with the selling stockholders to keep the registration statement of which this
prospectus constitutes a part effective until the earlier of (1) such time as all of the shares
covered by this prospectus have been disposed of pursuant to and in accordance with the
registration statement or (2) the date on which the shares may be sold without restriction pursuant
to Rule 144 of the Securities Act.



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Exhibit B




CryoPort, Inc.




Selling Securityholder Questionnaire


The undersigned beneficial owner (the “Selling Securityholder”) of common stock (the “Common
Stock”), of CryoPort, Inc (the “Company”) understands that the Company has filed or intends to file
with the Securities and Exchange Commission (the “Commission”) one or more Registration Statements
for the registration and resale of the Registrable Securities, in accordance with the terms of the
Registration Rights Agreement, dated as of July ____, 2010 (the “Registration Rights Agreement”),
among the Company and the Investors named therein. A copy of the Registration Rights Agreement is
available from the Company upon request at the address set forth below. All capitalized terms used
and not otherwise defined herein shall have the meanings ascribed thereto in the Registration
Rights Agreement.



The undersigned hereby provides the following information to the Company and represents and
warrants that such information is accurate:




QUESTIONNAIRE




1. Name.




     (a) Full legal name of Selling Securityholder:




 





     (b) Full legal name of registered Holder (if not the same as (a) above) through which
Registrable Securities listed in Item 3 below are held:




 





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     (c) Full legal name of Natural Control Person (which means a natural person who directly or
indirectly alone or with others has power to vote or dispose of the securities covered by the
questionnaire):




 





     (d) State of organization or domicile of Selling Securityholder:




 





2. Address for Notices to Selling Securityholder:




 





 





 





Telephone:

Fax:

Contact Person:

Email:





	Note: 	 	By providing an email address, the undersigned hereby consents to receipt of notices by
email.





Any such notice shall also be sent to the following address (which shall not constitute notice):




 





 





 





Telephone:

Fax:

Contact Person:

Email:




3. Beneficial Ownership of Registrable Securities:



Type and principal amount of Registrable Securities beneficially owned:



 




 




 





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If applicable, provide the information required by Items 1 and 2 for each beneficial owner.



 




 




 




 




4. Broker-Dealer Status:




     (a) Are you a broker-dealer?


Yes o     Noo




	Note: 	 	If yes, the Commission’s staff has indicated that you should be
identified as an underwriter in any Registration Statement filed
pursuant to the Registration Rights Agreement.





     (b) Are you an affiliate of a broker-dealer?


Yes o     Noo



     (c) If you are an affiliate of a broker-dealer, do you certify that you bought the Registrable
Securities in the ordinary course of business, and at the time of the purchase of the Registrable
Securities to be resold, you had no agreements or understandings, directly or indirectly, with any
person to distribute the Registrable Securities?


Yes o     Noo




	 	Note: 	 	If no, the Commission’s staff has indicated that you should be identified as
an underwriter in any Registration Statement filed pursuant to the Registration Rights
Agreement.






If you checked “Yes” to either of the questions in Item 4(a) or Item 4(b) above, please
state (a) the name of any such broker-dealer, (b) the nature of your affiliation or
association with such broker-dealer, (c) information as to such broker-dealer’s
participation in any capacity in the offering or the original placement of the Securities,
(d) the number of shares of equity securities or face value of debt securities of the



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Company owned by you, (e) the date such securities were acquired and (f) the price paid
for such securities.



 




 




 




 




5. Beneficial Ownership of Other Securities of the Company Owned by the Selling Securityholder.





     Except as set forth below in this Item 5, the undersigned is not the beneficial or
registered owner of any securities of the Company other than the Registrable Securities
listed above in Item 3.




Type and amount of other securities beneficially owned by the Selling
Securityholder:



 




 




6. Relationships with the Company:





     Except as set forth below, neither the undersigned nor any of its affiliates, officers,
directors or principal equity holders (owners of 5% of more of the equity securities of the
undersigned) has held any position or office or has had any other material relationship with
the Company (or its predecessors or affiliates) during the past three years.




State any exceptions here:



 




 





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7. Plan of Distribution:





Except as set forth below, the undersigned intends to distribute the Registrable Securities
listed above in Item 3 only as set forth in Exhibit A to the Registration Rights Agreement
(if at all):



 




 





     The undersigned agrees to promptly notify the Company of any inaccuracies or changes in the
information provided herein that may occur subsequent to the date hereof and prior to the effective
date of any applicable Registration Statement filed pursuant to the Registration Rights Agreement.



     By signing below, the undersigned consents to the disclosure of the information contained
herein in its answers to Items 1 through 7 and the inclusion of such information in each
Registration Statement filed pursuant to the Registration Rights Agreement and each related
prospectus. The undersigned understands that such information will be relied upon by the Company
in connection with the preparation or amendment of any such Registration Statement and the related
prospectus.



     By signing below, the undersigned acknowledges that it understands its obligation to comply,
and agrees that it will comply, with the provisions of the Exchange Act and the rules and
regulations thereunder, particularly Regulation M. The undersigned also acknowledges that it
understands that the answers to this Questionnaire are furnished for use in connection with
Registration Statements filed pursuant to the Registration Rights Agreement and any amendments or
supplements thereto filed with the Commission pursuant to the Securities Act.



     I confirm that, to the best of my knowledge and belief, the foregoing statements (including
without limitation the answers to this Questionnaire) are correct.



[Signature Page Follows.]







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     IN WITNESS WHEREOF the undersigned, by authority duly given, has caused this Questionnaire to
be executed and delivered either in person or by its duly authorized agent.



	 	 	 	 	 
	Dated: ______________________________	Beneficial Owner:__________________

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED QUESTIONNAIRE, AND RETURN THE ORIGINAL BY OVERNIGHT
MAIL, TO:



CryoPort, Inc.

20382 Barents Sea Circle

Lake Forest, California 92630

Attention: Larry G. Stambaugh

Telephone No.: (949) 470-2300

Telecopier No.: (949) 470-2306



with a copy to:



Mark R. Ziebell

Snell & Wilmer L.L.P.

600 Anton Boulevard

Suite 1400

Costa Mesa, California 92626

Telephone No.: (714) 427-7000

Telecopier No.: (714) 724-7799.





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