Appointment of Co-Placement Agent



 Exhibit 10.43 
 APPOINTMENT OF CO-PLACEMENT AGENT 
 This Appointment of Co-Placement Agent
(“Appointment”) is dated as of February 8, 2012, by and between CryoPort, Inc., a Nevada corporation (the “Company”), and Emergent Financial Group, Inc. (“Emergent”). 

RECITALS 

A. The Company and Craig-Hallum have entered into that certain engagement letter dated January 25, 2012 (the “Engagement
Agreement”), pursuant to which the Company has engaged Craig-Hallum as its lead placement agent in connection with the Company’s proposed offer and private placement (the “Offering”) of equity or equity-linked
securities (the “Securities”). 
 B. The Company desires to engage Emergent Financial Group, Inc.
(“Emergent”) as co-placement agent of the Company in connection with the Offering to secure additional subscriptions. 
 C. Emergent desires to accept such appointment. 
 1. Appointment of
Co-Placement Agent. 
 (a) The Company hereby appoints Emergent, and Emergent hereby accepts such appointment, to act as the
Company’s co-placement agent in connection with the Offering. The Company hereby agrees (i) that Emergent may rely on the Company’s representations and warranties contained in the Engagement Agreement and (ii) to indemnify
Emergent to the same extent (and subject to the same terms and conditions) as the Company has agreed to indemnify Craig-Hallum pursuant to the Engagement Agreement. 
 (b) The Company and Emergent agree that the foregoing appointment is only in connection with the Offering and shall terminate upon the close or termination of the Offering. No right of first refusal or
participation right with respect to future offerings or investment banking opportunities is granted hereby. 
 2.
Compensation. 
 (a) The Company hereby agrees that: 

(i) Emergent will be entitled to receive cash compensation equal to five percent (5%) of the gross proceeds Emergent raises from
its investors (the “Emergent Investors”), and 
 (ii) In the event that the Company receives gross proceeds of
at least one million dollars ($1,000,000) from Emergent Investors, the Company shall issue to Emergent a five-year warrant to purchase a number of shares equal to two percent (2%) of the shares sold in the offering to Emergent Investors. All
other terms of the Emergent Warrant shall be identical to the Lead Placement Agent Warrant (as defined in the Engagement Agreement). 

  
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 (b) Except as set forth in subsection (a) above, Emergent shall not be entitled to any
additional compensation or reimbursement for its costs and expenses in connection with the Offering. The Company shall pay to Emergent the fee earned pursuant to subsection (a)(i) above by wire transfer simultaneously with the closing of the
Offering, and shall issue to Emergent the Emergent Warrant within five (5) business days following the closing of such Offering. 
 3. Emergent is aware that the sale of the Securities has not been registered under the Securities Exchange Act of 1934 (“Act”), and it is intended that the offer and sale of such Securities
shall not be required to be registered under the Act by virtue of the exemption afforded by Section 4(2) thereof, including, without limitation, Regulation D. Emergent will only solicit subscriptions for the Securities from “accredited
investors” (as that term is defined in Regulation D). Emergent represents and warrants that offers and sales of the Securities shall be made to investors residing in states in which Emergent or the Company informs the Lead Placement Agent that
the Company has satisfied Blue Sky. Emergent agrees not to solicit subscriptions in these states or any other states without first obtaining approval and “Blue Sky” exemption clearance from the Company’s counsel. 

4. Emergent represents that it is a member in good standing of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and
is registered as a broker-dealer with the Securities Exchange Commission (“SEC”). Emergent agrees that it is familiar with the laws and rules governing FINRA members and agrees that they will not directly and/or indirectly violate any
provisions of applicable law in connection with its participation in the distribution of Securities. 
 5. Miscellaneous.
This Appointment shall be governed by laws of the State of California. The Company and Emergent agree that any dispute concerning the Appointment shall be resolved through binding arbitration before FINRA pursuant to its arbitration rules. Any
arbitration award shall be final and binding upon the Company and Emergent, and judgment on the award may be entered in any court having jurisdiction. This Appointment constitutes the entire agreement between the parties and supersedes and cancels
any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matter hereof. This Appointment may be executed in counterparts, each of which shall constitute an original and
all of which together shall be deemed a single document. Signature pages to this Appointment delivered by facsimile or other electronic transmission shall be valid and effective for all purposes. 

  
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 IN WITNESS WHEREOF, the parties have executed and delivered this Appointment to be effective
as of the date first written above. 
  

					
	CRYOPORT, INC.
		
	 By:
	 	 /s/ Larry G. Stambaugh

	 Name:
	 	Larry G. Stambaugh
	 Title:
	 	Chief Executive Officer
	
	EMERGENT FINANCIAL GROUP, INC.
		
	 By:
	 	 /s/ Peter Voldness

	 Name:
	 	Peter Voldness
	 Title:
	 	Chief Executive Officer



  
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