Exhibit 10.1


 








 


IMPORTANT: PLEASE READ CAREFULLY
BEFORE SIGNING


SIGNIFICANT REPRESENTATIONS ARE CALLED
FOR HEREIN


 


 


NOTE EXCHANGE AGREEMENT AND LETTER
OF INVESTMENT INTENT


 


The undersigned hereby
tenders this Note Exchange Agreement and applies for the exchange of all of the principal and accrued interest outstanding (the
“Exchange Amount”) under the Promissory Note indicated on the signature page hereof (the “Note”)
for a new Convertible Promissory Note in the form attached hereto as Exhibit A with an original principal amount equal to
the Exchange Amount (the “New Note”) and a Warrant in the form attached hereto as Exhibit B for the purchase
of a certain number of shares of Common Stock of Cryoport, Inc. (the “Company”) at an exercise price of $0.50
per share (the “Warrant,” and collectively, the “Securities”), upon the terms and conditions
set forth below. The number of shares that will be issuable upon exercise of the Warrant will equal the Exchange Amount divided
by $2.00.


 


In connection with
the exchange of the Note, the undersigned hereby assigns, transfers, conveys, surrenders, and releases to the Note. Concurrently
with delivery of this Note Exchange Agreement, the undersigned shall deliver to the Company the original Note for cancellation,
which Note will be cancelled upon Company’s acceptance of this Note Exchange Agreement.


 


By execution below,
the undersigned acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein
in complying with its obligations under applicable securities laws.


 


		1.	Exchange.



 


		(a)	Subject to the terms and conditions of this Note Exchange Agreement, the undersigned hereby irrevocably
elects to exchange the Note for the New Note and the Warrant.



 


		(b)	THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
THE ACQUISITION OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK
OF THE LOSS OF THEIR ENTIRE INVESTMENT.



 


		2.	Representations. The undersigned acknowledges and represents as follows:



 


		(a)	The undersigned has received, and is familiar with the New Note, the Warrant, and the publicly
available filings by the Company with the Securities Exchange Commission (collectively the “Disclosure Documents”).



 






    	 



    	 



    

 


		(b)	The undersigned is in a financial position to hold the Securities for an indefinite period of time
and is able to bear the economic risk and withstand a complete loss of its investment in the Securities.



 


		(c)	The undersigned believes it, either alone or with the assistance of its professional advisor, has
such knowledge and experience in financial and business matters that it is capable of reading and interpreting the Disclosure Documents
and evaluating the merits and risks of the prospective investment in the Securities and has the net worth to undertake such risks.



 


		(d)	The undersigned has obtained, to the extent it deems necessary, professional advice with respect
to the risks inherent in the investment in the Securities, and the suitability of the investment in the Securities in light of
its financial condition and investment needs.



 


		(e)	The undersigned believes that the investment in the Securities is suitable for it based upon its
investment objectives and financial needs, and the undersigned has adequate means for providing for its current financial needs
and contingencies and has no need for liquidity of investment with respect to the Securities.



 


		(f)	The undersigned understands that no public market for the Securities exists, or is likely to develop,
and that it may not be possible to liquidate this investment readily, if at all, in the case of an emergency or for any other reason.



 


		(g)	The undersigned recognizes that an investment in the Securities involves a high degree of risk.



 


		(h)	The undersigned realizes that (1) the exchange of the Note for the Securities and the shares into
which they may be exchanged is a long-term investment, (2) the undersigned must bear the economic risk of investment for an indefinite
period of time because the Securities and any such shares that may be issued upon exercise of the Warrant will not have been registered
under the Securities Act of 1933 and, therefore, cannot be sold unless they are subsequently registered under said Act or an exemption
from such registration is available and (3) the transferability of the Securities and such shares is restricted pending effectiveness
of such a registration of qualification for an exemption.



 


		(i)	The undersigned has been advised that the offering and issuance of Securities and any exchange
of the Securities will not be registered under the Securities Act of 1933 or the relevant state securities laws but are being offered
and issued pursuant to exemptions from such laws and that the Company’s reliance upon such exemptions is predicated in part
on the undersigned’s representations as contained herein. The undersigned represents and warrants that the Securities are
being acquired for the undersigned’s own account and for investment and without the intention of reselling or redistributing
the same, that it has made no agreement with others regarding any of such Securities and that its financial condition is such that
it is not likely that it will be necessary to dispose of any of the Securities in the foreseeable future.



 






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		(j)	The undersigned represents and warrants that it is a bona fide resident of, and is domiciled in
the state indicated on the signature page below under “Address”, and that the Securities are being acquired by it in
its name solely for its own beneficial interest and not as nominee for, or on behalf of, or for the beneficial interest of, or
with the intention to transfer to, any other person, trust or organization.



 


		(k)	The undersigned understands that the representations contained below are made for the purpose of
qualifying it is an “accredited investor” as that term is defined in Regulation D of the General Rules and Regulations
under the Securities Act of 1933 and for the purpose of inducing a sale of securities to it. The undersigned hereby represents
that the statement or statements initialled below are true and correct in all respects. The undersigned understands that a false
representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation
may have a claim against the undersigned for damages.



 


		(l)	The undersigned understands that certificates evidencing the Securities may bear the following
or any similar legend (in addition to any other legends that may be required):



 


			(i) “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.”



 


			(ii) If required by the authorities of any state in connection with the issuance of sale of the
Securities, the legend required by such state authority.



 


		(m)	The undersigned represents and warrants that it did not learn of the investment in the Securities
as a result of any general solicitation or general advertising.



 


		(n)	Since the date on which undersigned first learned about the investment opportunity, the undersigned
has not disclosed any information regarding such opportunity to any third parties (other than its affiliates and legal, accounting
and other advisors who are bound by agreements or duties of confidentiality) and has not engaged in any purchases or sales involving
the securities of the Company (including, without limitation, any short sales involving the Company’s securities). The undersigned
agrees that it will not engage in any purchases or sales involving the securities of the Company (including short sales) prior
to the time that the transactions contemplated by this Agreement are publicly disclosed. The undersigned agrees that it will not
use any of the Securities acquired pursuant to this Note Exchange Agreement to cover any short position in the Common Stock if
doing so would be in violation of applicable securities laws. For purposes hereof, “short sales” include, without limitation,
all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act, whether or
not against the box, and all types of direct and indirect stock pledges, forward sales contracts, options, puts, calls, short sales,
swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the 1934 Act) and similar arrangements (including
on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.



 






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		(o)	The undersigned acknowledges that prior to acquiring the Securities, the undersigned has been provided
with financial and other written information about the Company and the terms and conditions of the offering. The undersigned has
been given the opportunity by the Company to obtain such information and ask such questions concerning the Company, the Securities
and the undersigned’s investment as the undersigned felt necessary, and to the extent the undersigned took such opportunity,
the undersigned received satisfactory information and answers. If the undersigned requested any additional information which the
Company possessed or could acquire without unreasonable effort or expense which was necessary to verify the accuracy of the financial
and other written information furnished to the undersigned by the Company, such additional information was provided to the undersigned
and was satisfactory.



 


3.Accredited Investor Status.
The undersigned is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act
of 1933, as amended (the “Act”). The specific category or categories of “accredited investor” applicable
to the undersigned are as follows:


 


		(a)	Accredited individual investors must initial either or both of the following
two statements:



 


		_____ (1)	I certify that I am an accredited investor because I
had individual income (exclusive of any income attributable to my spouse) of more than $200,000 in each of the most recent two
years or joint income with my spouse of more than $300,000 in each of such years and I reasonably expect to have an individual
income in excess of such amounts for the current year.



 


		_____ (2)	I certify that I am an accredited investor because I
have an individual net worth, or my spouse and I have a combined individual net worth, in excess of $1,000,000. For purposes of
this questionnaire, “net worth” excludes the equity in my or our primary residence.



 


		(b)	Accredited partnerships, corporations or other entities must initial one or more
of the following statements, and must initial the last statement:



 


		______ (1)	The undersigned hereby certifies that all of the beneficial
equity owners of the undersigned qualify as accredited individual investors under items (a)(1) or (a)(2) above. (Those attempting
to qualify under this item may be required to provide additional information beyond the equity owner of the entity.)



 


		______ (2)	The undersigned is a bank or savings and loan association
as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Act acting either in its individual or fiduciary capacity.



 


		______ (3)	The undersigned is an insurance company as defined in
Section 2(a)(13) of the Act.



 






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		______ (4)	The undersigned is an investment company registered under
the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act.



 


		______ (5)	The undersigned is a trust with total assets in excess
of $5,000,000, not formed for the specific purpose of acquiring the Securities, and the undersigned is directed by a sophisticated
person as described in Rule 506(b)(2)(ii) of the Act.



 


		______ (6)	The undersigned is a private business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.



 


		______ (7)	This Agreement has been duly authorized by all necessary
action on the part of the undersigned, has been duly executed by an authorized officer or representative of the undersigned, and
is a legal, valid and binding obligation of the undersigned enforceable in accordance with its terms.



 


[The remainder of this page has been intentionally
left blank.]


 




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The undersigned is exchanging the following
note:


 


Convertible Promissory Note dated as
of _______________, ____, with an original principal amount of $______________.


 


Manner in which title to the New Note and Warrants are to
be held (please initial one):


 





	_____ Individual 	_____ Joint tenants with Right of Survivorship 
	 	 
	_____ Community Property 	_____ Tenants-in-Common 
	 	 
	_____ Corporation	_____ Trust
	 	 
	_____ IRA	_____ Qualified Retirement Plans
	 	 
	_____ SEP/SIMPLE	_____ LLC
	 	 
	_____ Partnership	_____ Other







 




 








IN WITNESS WHEREOF, the undersigned has executed this Note
Exchange Agreement this ________ ___, 2015







 


 





	 	 	 	 	 
	Name: 	 	 	Name: 	 







 





  





 


* * * * * * * *


 




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PLEASE PRINT BELOW THE REGISTRATION


INFORMATION OF EACH INDIVIDUAL OR ENTITY
EXCHANGING


 


 


	INDIVIDUAL and JOINT	 	ENTITY
	(Please type or print name[s] exactly as it should appear on the Certificate)	 	(Please type or print name[s] exactly as it should appear on the Certificate)
	 	 	 
	 	 	 
	Name(s) Typed or Printed	 	Name Typed or Printed
	 	 	 
	 	 	 
	Daytime Phone	 	Business Phone
	 	 	 
	 	 	 
	Email Address	 	Email Address
	 	 	 
	 	 	 
	Address to Which Correspondence Should be Directed:	 	Address to Which Correspondence Should be Directed:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Name Person to Contact
	Social Security Number	 	 
	 	 	 
	 	 	Entity’s Taxpayer Identification Number








 




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EXHIBIT A


 


NEW PROMISSORY NOTE


 




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EXHIBIT B


 


WARRANT


 






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