cryoport_8k-ex040108.htm


    Exhibit
4.1.8

    AMENDED
AND RESTATED AMENDMENT AGREEMENTS

    


    THIS AMENDED AND RESTATED AMENDMENT
AGREEMENTS (this “Amendment”) is entered into on
February 19, 2010 (the “Effective Date”) by and among
Cryoport, Inc., a Nevada
corporation (the “Company”), on the one hand,
and Enable Growth Partners LP
(“EGP”), Enable Opportunity Partners LP (“EOP”), Pierce Diversified
Strategy Master Fund LLC, Ena (“Pierce” and, together with EGP
and EOP, the “Enable
Funds”), and BridgePointe Master Fund Ltd. (“BridgePointe,” together with
the Enable Funds, each individually referred to as a “Holder” and collectively as
the “Holders” or the “Investors”), on the other
hand.  Capitalized terms not defined in this Amendment shall have the
meanings ascribed to such terms in each of the Securities Purchase Agreements
(each as defined in documents referred to in the recitals incorporated by
reference below) and in each of the Debentures (each as defined in documents
referred to in the recitals incorporated by reference below).

     

    WHEREAS, the Company and the
Holders are parties to that certain Amendment to Debentures and Warrants,
Agreement and Waiver entered into on September 1, 2009 (the “September 2009 Amendment
Agreement”);

     

    WHEREAS, the Company and the
Holders are parties to that certain Amendment to Debentures and Warrants,
Agreement and Waiver entered into on February 19, 2009, and effective as of
January 27, 2009 (the “February
2009 Amendment
Agreement”);

     

    WHEREAS, all recitals
contained in the September 2009 Amendment Agreement and February 2009 Amendment
Agreement are hereby incorporated into this Amendment by this
reference;

     

    WHEREAS, the Company and the
Holders are parties to that certain Amendment to Debentures and Warrants,
Agreement and Waiver, dated as of January 12, 2010 (the “January 2010 Amendment Agreement”),
pursuant to which, among other things, BridgePointe and Enable Funds each agreed
to convert a portion of the outstanding principal amount of their respective
Debentures equal to the Required Conversion Amount (as defined below) in
exchange for the Conversion Shares; and

     

    WHEREAS, the Company and the
Holders are parties to that certain Amendment Agreement, dated as of February 1,
2010 (the “February 1 Amendment
to Amendment Agreement”); and

     

    WHEREAS, the Company has filed
with the Securities and Exchange Commission (“SEC”) a registration
statement on Form S-1 relating to a contemplated firm commitment underwritten
public offering of units (the “Public Offering”) (each unit
consisting of one share of common stock and one warrant to purchase one share of
common stock) (the “Units”); and

     

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    WHEREAS, in order to
facilitate the Public Offering, the Company and the Holders now desire that the
terms of the Debentures, Warrants and other Transaction Documents, as such have
been modified by the mutual agreement of the parties as of the date hereof, be
modified and have entered into this Amendment to document their agreement
regarding such modifications and to amend and restate the terms of the February
1 Amendment to Amendment Agreement and the January 2010 Amendment Agreement
(collectively, the “2010
Prior Amendments”) and
supersede the 2010 Prior Amendments in their entirety.

     

    NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, and
intending to be legally bound hereby, the undersigned parties hereby agree as
follows:

    


    1.  Incorporation of Preliminary
Statements. The recitals set forth above by this reference hereto are
hereby incorporated into this Amendment.

     

    2.  Confirmation of Consent to
Reverse Stock Split and Consent to Public Offering.  The
Holders hereby confirm their prior consent to the Company’s 10-to-1 reverse
stock split (the “Reverse Stock
Split”) which was effected on February 5, 2010, and hereby consent to the
Public Offering provided that the offering closes by March 15, 2010, closes with
an offering price of at least $3.00 per Unit and results in aggregate gross
proceeds of at least $5 million (collectively, the “Approved Public
Offering”).

     

    3.  Confirmation of Consent to
Deferral of Payment of the Monthly Redemption Amount.  The
Holders hereby acknowledge and confirm their prior consent to the deferral until
March 1, 2010 of the Company’s obligation to pay the Monthly Redemption Amount
on the Monthly Redemption Dates of January 11, 2010 (which was previously
extended from January 1, 2010 pursuant to the Waiver Letter) and February 1,
2010.

     

    4.  Addition of Future Interest
Accrual to Outstanding Principal Amounts of the
Debentures.  Subject to the Unwind Provisions, the Company and
the Holders agree that the outstanding principal amount of each Debenture shall
be increased on the Effective Date by an amount equal to all interest (the
“Future Interest
Amount”) that would have accrued on the principal amount from July 1,
2010 (the date to which future interest was previously added to the outstanding
principal amount of each Debenture pursuant to the September 2009 Amendment
Agreement) to March 1, 2011, without giving effect to any potential principal
payments or principal conversions during such period other than the conversion
of the Required Conversion Amounts.  Exhibit “A” attached
hereto reflects the aggregate new outstanding principal amount of each of
the respective Holders' September 2007 Convertible Debentures and May 2008
Convertible Debentures, after giving effect to the addition of the Future
Interest Amount as of the Effective Date and after giving effect to
the Mandatory Conversion as of the date of the Form S-1
Effectiveness.  As a result of the foregoing, the Company shall have
no obligation to make the quarterly interest payments on the Interest Payment
Date required by the Debentures from the Effective Date to March 1, 2011, and
interest shall cease to accrue during such period.  Accrual of
interest and quarterly interest payments shall recommence on March 1, 2011
through the extended Maturity Date.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5.  Amendment to Maturity Date
of Debentures.  Subject to the Unwind Provisions, the “Maturity
Date” as defined in the second paragraph of each of the Debentures is hereby
amended to mean August 1, 2012.

     

    6.  Amendment to Monthly
Redemption Date of the Debentures. Subject to the Unwind Provisions, the
definition of “Monthly
Redemption Date” in Section 1 of each Debenture and in the Amendment to
Original Issue Discount 8% Senior Secured Convertible Debentures, dated the
19th of
February 2008, is hereby deleted and replaced in its entirety with the
following:

    


    “Monthly Redemption
Date” means the 1st of
each month, commencing immediately upon March 1, 2011, and terminating upon the
full redemption of this Debenture.

     

    7.  Amendment to Monthly
Redemption Amount of the Debentures. Subject to the Unwind Provisions,
the definition of “Monthly Redemption
Amount” in Section 1 of each Debenture and in the Amendment to Original
Issue Discount 8% Senior Secured Convertible Debentures, dated the 19th of
February 2008, is hereby deleted and replaced in its entirety with the
following:

    


    “Monthly Redemption
Amount” means an amount equal to the Holder’s Pro Rata Share (as defined
in the February 2009 Amendment Agreement) multiplied by $200,000, which the
parties agree shall equal the amount set forth next to each respective Holder’s
name in the table below:

     

    
      	
               

              Orig
      

              Date

            	
               

              Holder

            	
               

              Pro
      Rata 

              Share

            	
              Holder’s
      Monthly 

              Redemption
      

              Amount

            
	
              May-08

            	
              BridgePointe
      Master Fund Ltd.

            	
              22.60%

            	
              $45,200.00

            
	
              Sep-07

            	
              BridgePointe
      Master Fund Ltd.

            	
              25.60%

            	
              $51,200.00

            
	
              Sep-07

            	
              Enable
      Growth Partners LP

            	
              43.10%

            	
              $86,200.00

            
	
              Sep-07

            	
              Enable
      Opportunity Partners LP

            	
              7.60%

            	
              $15,200.00

            
	
              Sep-07

            	
              Pierce
      Diversified Strategy Master Fund LLC, Ena

            	
              1.10%

            	
              $2,200.00

            
	 
      	 
      	
              TOTAL:

            	
              $200,000.00

            


    

     
 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    8.  Conversion of
Debentures.  Subject to the Unwind Provisions (as defined
below), concurrently with the effectiveness of Company’s Registration Statement
on Form S-1 (File No. 333-162350), relating to the Approved Public Offering,
provided that an amendment to the Form S-1 has been filed reflecting an offering
amount of at least $6,000,000 in gross proceeds (the “Form S-1 Effectiveness”) (i)
the Enable Funds, collectively, shall convert $1,357,215 in principal amount of
the then outstanding principal amount of its Debentures (the “Required Conversion Amount”)
in exchange for a number of shares of common stock (“Conversion Shares”) determined
by dividing the Required Conversion Amount by the Required Conversion Price (as
defined below) and (ii) BridgePointe shall convert an amount of the then
outstanding principal amount of its Debentures equal to the Required Conversion
Amount in exchange for a number of shares of common stock determined by dividing
the Required Conversion Amount by the Required Conversion Price (such shares
received by BridgePointe also referred to as the “Conversion Shares”)(such
conversions of the Enable Funds and BridgePointe are collectively referred to
herein as  the “Mandatory
Conversions”).  For purposes hereof, “Common Stock Offering Price”
means the price obtained by multiplying the offering price for one Unit (as
established by the underwriters and set forth on the cover page of the pricing
prospectus for the Approved Public Offering which will be filed with the
Securities and Exchange Commission immediately prior to the commencement of the
Approved Public Offering) (the “Unit Offering Price”) by
93.75% and “Required Conversion
Price” shall mean the lesser of (i) the Common Stock Offering Price (as
defined above) and (ii) $4.50 (which represents the current Conversion Price
after giving effect to the recent Reverse Stock Split).  Within five
(5) business days following the Form S-1 Effectiveness (the “Share Delivery Deadline”) the
Company shall deliver the Conversion Shares to each Holder.  The
Conversion Shares shall be free of restrictive legends and trading restrictions
(other than the lock-up contemplated in Section 13 below) and shall be delivered
electronically and otherwise in accordance with the terms of the
Debentures.  In the event that the Company’s transfer agent requires
the Conversion Shares to be issued with a restrictive legend, then, at the time
of the Company’s delivery of the Conversion Shares,  the Company’s
counsel shall deliver to the Company’s transfer agent a legal opinion under Rule
144 of the Securities Act of 1933 requesting the removal of such restrictive
legend and the Company shall provide or cause to be provided to the transfer
agent any other opinions, instructions or other items requested by the transfer
agent in order for it to remove any such restrictive legend.

     

    Notwithstanding
anything to the contrary herein, in the event that the Approved Public Offering
does not close on or before March 15, 2010, (i) the Mandatory Conversions shall
immediately be considered null and void ab initio, the Enable Funds and
BridgePointe shall each return the Conversion Shares to the Company, the
outstanding principal balance of the Debentures of the Enable Funds and
BridgePointe, respectively, shall be reinstated to the amount that they were
immediately prior to the Mandatory Conversion (less the Future Interest Amount
added pursuant to Section 4 above), and the conversion terms, including but not
limited to the Conversion Price, of the Debentures and the defined terms amended
pursuant to Sections 5 through 7,  shall revert back to the conversion
terms and defined terms, including but not limited to the Conversion Price, that
would have been in effect had the January 2010 Amendment Agreement, the February
1 Amendment to Amendment Agreement and this Amendment never existed, (ii) the
Warrant Modifications (as defined in Section 10 of this Amendment) shall
immediately be considered null and void ab initio, and the terms of the Warrants
of the Enable Funds and BridgePointe, respectively, shall be reinstated to the
terms that were in effect immediately prior to the Warrant Modifications (except
that the extension of the term of the Warrants to January 1, 2015 shall remain
in effect notwithstanding that the Approved Public Offering did not close),
(iii) the Remaining Debenture Reset shall immediately be considered null and
void ab initio (iv) the Debenture Modifications (as defined in Section 11 of
this Amendment) shall immediately be considered null and void ab initio, and the
terms of the Debentures of the Enable Funds and BridgePointe, respectively,
shall be reinstated to the terms that in effect immediately prior to the this
Amendment, (v) the covenants terminated pursuant to Section 12 below shall be
reinstated, and (vi) the lock-up agreements executed pursuant to Section 13
below shall be considered null and void ab initio ((i) – (vi) immediately above
are collectively referred to herein as the “Unwind
Provisions”).”

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    9.  Adjustment to Conversion
Price of the Debentures.  Subject to the Unwind Provisions,
after giving effect to the conversion of the Required Conversion Amount, the
“Conversion
Price” of remaining outstanding principal balance of each Debenture, as
set forth in Section 4(b) thereof, shall be reset (the “Remaining Debenture Reset”)
downward (but in no circumstances increased) to equal the Required Conversion
Price (as defined above), subject to adjustment as provided in the
Debenture.

    


    10.  Adjustment to Warrant
Exercise Price, Deletion of Full-Ratchet Antidilution Protection and Extension
of Term of Warrants.  The Termination Date of each Warrant is
hereby extended to January 1, 2015.  For purposes of clarification,
the extension of the term of the Warrants set forth in the immediately
preceding sentence is not subject to the Unwind
Provisions.  Subject to the Unwind Provisions, concurrently with the
Form S-1 Effectiveness, (i) the Exercise Price (as defined in each of the
Warrants) of each of the Warrants (as “Warrants” is defined in the 2007
Securities Purchase Agreement and the May 2008 Securities Purchase Agreement,
respectively) will be decreased (but in no circumstances increased) to a price
(the “Warrant Reset
Price”) equal to the lesser of (x) the exercise price of the warrants
contained in the Units being sold in the Public Offering, and (y) the currently
existing exercise price of the Warrants, in each case without any change in the
number of shares of common stock that then may be purchased thereunder, (ii)
Section 3(b) and the last sentence of Section 3(e) of each Warrant (which relate
to dilution protection on subsequent equity sales afforded to the Holders not
otherwise available to all other holders of the Company’s outstanding common
stock and to fundamental transactions, respectively) shall be deleted in their
entirety, and (iii) the Termination Date of each Warrant shall be further
extended to the date which is five (5) years following the date of closing of
the Public Offering (the modifications to the Warrants described in subsections
(i), (ii) and (iii) immediately above are referred to herein as the “Warrant
Modifications”).

     

    11.  Deletion of Debenture
Full-Ratchet Antidilution Protection; Covenant Regarding Variable Rate
Transactions.  Subject to the Unwind Provisions, concurrently
with the Form S-1 Effectiveness, Section 5(b) and the last sentence of Section
5(e) of each Debenture (which relate to dilution protection on subsequent equity
sales afforded to the Holders not otherwise available to all other holders of
the Company’s outstanding common stock and to fundamental transactions,
respectively) shall be deleted in their entirety (the “Debenture Modifications”).
Notwithstanding the foregoing, for so long as any principal amount of any
Debenture remains outstanding, the Company agrees not to enter into any Variable
Rate Transactions without the consent of the Holders.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    12.  Termination of Certain
Covenants.  Subject to the Unwind Provisions, the Holders
hereby agree that upon the close of the Public Offering and the consummation of
the conversion of the Required Conversion Amounts, Section 9 of each Debenture
shall be deleted in its entirety and the Holders’ right to maintain the Fully
Minimum Diluted Amount shall be deleted in its entirety and shall no longer be
of any force and effect.  For avoidance of doubt, the Company and
Holders agree that neither the issuance of the Units nor the shares of common
stock and warrants (including the shares of common stock underlying such
warrants) comprising the Units shall trigger an adjustment under, or the
issuance of Makeup Warrants due to, the Fully Minimum Diluted Amount
requirement.

     

    13.  Agreement to
Lock-Up.  Subject to the Unwind Provisions, each of the Holders
hereby agrees to execute the lock-up agreement attached hereto as Exhibit
B.

     

    14.  Composition of Company’s
Board of Directors.  As a further condition to the
effectiveness of this Amendment, from the date hereof until the later of (i)
March 1, 2012 or (ii) the date that is two (2) years after the close of the
Public Offering, the Company’s Board of Directors shall consist of a majority of
independent directors (as determined under Nasdaq’s marketplace rules)(“Independent
Directors”).  For avoidance of doubt, the BridgePointe hereby
approves of Carlton M. Johnson, Adam Michelin and John H. Bonde as independent
directors.

     

    15.  Effect on Transaction
Documents. Subject to the waivers
and amendments provided for herein, all of the terms and conditions of the
Transaction Documents shall continue in full force and effect after the
execution of this Amendment and shall not be in any way changed, modified or
superseded by the terms set forth herein, including but not limited to, any
other obligations the Company may have to the Investors under the Transaction
Documents provided however that references to Securities, Debentures, Warrants
and Underlying Shares in the Transaction Documents shall include such
securities, as amended hereby, and the shares underlying such Securities,
respectively.  Except as expressly set forth herein, this Amendment
shall not be deemed to be a waiver, amendment or modification of any provisions
of the Transaction Documents or of any right, power or remedy of the Investors,
or constitute a waiver of any provision of the Transaction Documents (except to
the extent herein set forth), or any other document, instrument and/or agreement
executed or delivered in connection therewith, in each case whether arising
before or after the date hereof or as a result of performance hereunder or
thereunder.  The Investors reserve all rights, remedies, powers, or
privileges available under the Transaction Documents, at law or
otherwise.  This Amendment shall not constitute a novation or
satisfaction and accord of the Transaction Documents or any other document,
instrument and/or agreement executed or delivered in connection therewith,
including, without limitation, the Security Agreement.


     

    16.  Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the applicable Transaction
Document.

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    17.  Successors and
Assigns. This Amendment shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of the Investors. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of the
Investors.  The Investors may assign their respective rights hereunder
in the manner and to the Persons as permitted under the applicable Transaction
Document.


     

    18.  Execution and
Counterparts. This Amendment may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


     

    19.  Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Amendment shall be determined in
accordance with the provisions of the Transaction Documents.

     

    20.  Severability. If any
term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    21.  Headings. The
headings in this Amendment are for convenience only, do not constitute a part of
this Amendment and shall not be deemed to limit or affect any of the provisions
hereof.

     

    22.  Representations and
Warranties; Corporate Authority.  The Company hereby makes the
representations and warranties set forth below to the Holders that as of the
date of its execution of this Amendment:

     

    (a)  The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Amendment and otherwise to
carry out its obligations hereunder and thereunder.  The execution and
delivery of this Amendment by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Company and no further action is required by such
Company, its board of directors or its stockholders in connection
therewith.  This Amendment has been duly executed by the Company and,
when delivered in accordance with the terms hereof will constitute the valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    (b)  The
execution, delivery and performance of this Amendment by the Company and the
consummation by the Company of the transactions contemplated hereby do not and
will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result
in the creation of any lien upon any of the properties or assets of the Company,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which the Company
is a party or by which any property or asset of the Company is bound or
affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.

    


    (c)  No
consideration has been offered or paid to any person to amend or consent to a
waiver, modification, forbearance or otherwise of any provision of any of the
Transaction Documents.

    


    (d)  All
of the Company’s warranties and representations contained in this Amendment
shall survive the execution, delivery and acceptance of this Amendment by the
parties hereto.

    


    23.  Amendments and
Waivers.  No provision of this Amendment may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and the Holders or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought.  No waiver of any
default with respect to any provision, condition or requirement of this
Amendment shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such
right.

     

    24.  Joint
Preparation.  Each of the parties hereto acknowledges that this
Amendment has been prepared jointly by the parties hereto, and shall not be
strictly construed against either party.

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    25.  Amendments Not Effective
Until All Parties Agree.  In addition to any other conditions
provided for herein, the amendments herein shall not be effective unless and
until the Company and all of the Holders shall have agreed to the terms and
conditions hereunder.

     

    26.  Disclosure and Filing of
8-K.  Except with respect to the material terms and conditions
of the transactions contemplated by this Amendment, the Company confirms that
neither it nor any other Person acting on its behalf has provided any of the
Investors or their agents or counsel with any information that it believes
constitutes or might constitute material, nonpublic information. On or before
the second (2nd)
Trading Day immediately following the date hereof, the Company shall file a
Current Report on Form 8-K, reasonably acceptable to each Investor disclosing
the material terms of the transaction contemplated hereby, which shall include
this Amendment as an attachment thereto.


     

    27.  INDEPENDENT NATURE OF
INVESTORS’ OBLIGATIONS AND RIGHTS.  THE COMPANY HAS ELECTED TO
PROVIDE ALL INVESTORS WITH THE SAME TERMS AND FORM OF THIS AMENDMENT FOR THE
CONVENIENCE OF THE COMPANY AND NOT BECAUSE IT WAS REQUIRED OR REQUESTED TO DO SO
BY THE INVESTORS.  THE OBLIGATIONS OF EACH INVESTOR UNDER THIS
AMENDMENT, AND ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER INVESTOR, AND NO INVESTOR SHALL BE RESPONSIBLE IN ANY
WAY FOR THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
INVESTOR UNDER THIS AMENDMENT OR ANY TRANSACTION DOCUMENT. NOTHING CONTAINED
HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY INVESTOR
PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A PARTNERSHIP,
AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR CREATE A
PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A GROUP
WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS
AMENDMENT OR THE TRANSACTION DOCUMENTS.  EACH INVESTOR SHALL BE
ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING WITHOUT
LIMITATION, THE RIGHTS ARISING OUT OF THIS AMENDMENT OR OUT OF THE OTHER
TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER INVESTOR TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE. EACH
INVESTOR HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL COUNSEL IN THEIR REVIEW
AND NEGOTIATION OF THIS AMENDMENT AND THE TRANSACTION DOCUMENTS.

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


     

    IN WITNESS WHEREOF, the
parties have duly executed this Amendment as of the date first written
above.

    


    CRYOPORT,
INC.

    


    


    By: /s/ Larry G.
Stambaugh                             


    Name:
Larry G. Stambaugh

    Title:
Chief Executive Officer

    


    


    [signature page of Holders
follows]

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
       

      Holders’
Signature Page

       

      BRIDGEPOINTE MASTER FUND
LTD.

       

      


      By: /s/
Eric S. Swartz      

       

      Name: Eric S.
Swartz

       

      Title: Director

       

       

      ENABLE GROWTH PARTNERS
LP

       

      


      By: /s/
Mitch Levine       

       

      Name: Mitch
Levine

       

      Title: CEO

       

      


       

      ENABLE OPPORTUNITY PARTNERS
LP

       

       

      By: /s/
Mitch Levine      

       

      Name: Mitch
Levine

       

      Title: CEO

       

      


       

      PIERCE DIVERSIFIED STRATEGY MASTER
FUND LLC, ENA

       

      


      By: /s/
Mitch Levine      

       

      Name: Mitch
Levine

       

      Title: CEO

       

      


       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

     

    EXHIBIT A

     

    
      	
              Investor
      Name

            	
              Outstanding
      Principal Amount as of  01/31/2010

            	
              Required
      Conversion Amount

            	
              "Interim
      Amount" (Outstanding Principal Amount less Required Conversion
      Amount)

            	
              Future
      Interest from July 1, 2010 through March 1, 2011

            	
              New
      Outstanding Principal Amount (Interim Amount plus Future Interest as of
      March 1, 2011

            
	
              BridgePointe
      Master Fund Ltd.

            	
               $   3,066,994.71

            	
               $  1,357,215.00

            	
               $
       1,709,779.71

            	
               $ 
      91,188.25

            	
              $
      1,800,967.96

            
	
              Enable
      Funds

            	
               $   2,714,430.08

            	
               $  1,357,215.00

            	
               $
       1,357,215.08

            	
               $ 
      72,384.80

            	
              $
      1,429,599.88

            


    

    


     

     

    
      
        
        

      

      
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    EXHIBIT
B

     

    LOCK-UP
AGREEMENT

     

     

     

     

     

     

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