Exhibit 10.2


 


THE ISSUANCE OF THIS PROMISSORY NOTE, AND
THE SECURITIES INTO WHICH IT IS CONVERTIBLE (COLLECTIVELY, THE “SECURITIES”), HAVE NOT BEEN REGISTERED WITH
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THE SECURITIES ARE BEING OFFERED
PURSUANT TO CLAIMED EXEMPTIONS FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”). THE SECURITIES ARE “RESTRICTED SECURITIES” AND MAY NOT BE OFFERED OR RESOLD UNLESS
THE SECURITIES ARE REGISTERED UNDER THE ACT, OR ELIGIBLE TO BE OFFERED OR SOLD PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS. THE COMPANY MAY REQUIRE THAT IT BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE MADE EXCEPT
IN COMPLIANCE WITH THE ACT.


 


CRYOPORT,
INC.


 


US $_________ 


 


This Promissory Note
(the “Note”) is issued as of February 20, 2015 by Cryoport,
Inc., a Nevada corporation (the “Company”), to ____________.
(together with its permitted successors and assigns, the “Holder”) with an address of _________ pursuant to exemptions from registration under the Securities Act of 1933, as amended. 


 


ARTICLE 1


 


1.1             
Principal and Interest. The Company hereby promises to pay the principal sum of US $___________ pursuant
to the terms hereof and to pay interest to the Holder on such principal balance from the date hereof. From the date hereof through
the date of payment, interest shall accrue at the rate of six percent (6%) per annum.


 


1.2             
Maturity Date. All unpaid principal and accrued interest hereunder shall be paid on March 1, 2016 (the
“Maturity Date”).


 


1.3             
Payments. The Company shall (a) make payments of accrued interest on a calendar quarterly basis, with the
first such payment due June 30, 2015, and thereafter on the last day of each calendar quarter during the term of the Note, and
(b) repay all outstanding principal and accrued interest on the Maturity Date.


 


1.4             
Conversion.


 


1.4.1       
Qualified Offering. This Note is convertible into certain capital stock of the Company in accordance with the conversion
rights specified herein. In the event of a public offering by the Company pursuant to an effective registration statement under
the Securities Act of 1933, as amended, resulting in at least $5,000,000 of gross cash proceeds to the Company that is for the
sale of shares of common stock or includes the sale of shares of common stock among the sale of other securities (a “Qualified
Offering”), the Company shall in such event notify the Holder in writing within thirty (30) days of such Qualified
Offering of the terms of such Qualified Offering, and the Holder shall have the option until thirty (30) days after such notice
to elect in writing to convert all or a portion of the principal and accrued interest under this Note into the equity securities
that were issued by the Company in such Qualified Offering at the Qualified Offering Conversion Rate. The “Qualified
Offering Conversion Rate” shall be determined by dividing the principal and accrued interest the Holder elects to
convert by the Qualified Offering Conversion Price. The “Qualified Offering Conversion Price” shall mean
eighty percent (80%) of the price per share (or unit, if applicable) of the securities issued by the Company in such Qualified
Offering (i.e., a twenty percent (20%) discount). The Company shall not issue fractional shares upon a conversion. If the application
of the Conversion price shall contemplate issuance of less than a half share, such fractional share shall not be issued and no
payment shall be made to the converting Holder and should such application result in the issuance of a half or greater fractional
share, such fractional share shall be rounded up to the next full share.


 






    	Page 1 of 4



    	 



    

 


1.4.2       
Mechanics and Effect of Conversion. Upon a conversion of this Note, the Holder shall surrender this Note, duly endorsed,
at the principal office of the Company and (if applicable) shall execute such documents as are required to be executed in connection
with any financing (including without limitation, any Qualified Financing). Upon conversion of this Note in full, this Note shall
be cancelled, and no further amounts shall be due hereunder. Upon a partial conversion of this Note, this Note shall be cancelled,
and the Company shall issue a new Note for the remaining outstanding principal balance.


 


1.4.3       
Restricted Securities. Holder understands that the shares to be issued upon a conversion pursuant to this Section
1.4 will be issued pursuant to a claimed exemption from registration under the Act and thus the certificate for such shares
will bear a restrictive legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.”


 


ARTICLE 2


 


2.1             
Prepayment. This Note may be prepaid at any time without penalty by the Company without the consent of the
Holder.


 


ARTICLE 3


 


3.1             
Events of Default. The occurrence or existence of any one or more of the following constitutes an “Event
of Default” under this Note:


 


3.1.1       
The Company fails to pay any amount of principal or interest under this Note when due if such failure is not cured by the
Company within thirty (30) days following written notice by Holder to the Company of such failure.


 






    	Page 2 of 4



    	 



    

 


3.1.2       
The Company becomes subject to any bankruptcy or other voluntary or involuntary proceeding in or out of court for the adjustment
of debtor-creditor relationships.


 


3.1.3       
The Company makes an assignment for the benefit of its creditors.


 


If an Event of Default
occurs or is continuing, all sums of principal and interest under this Note shall automatically become immediately due and payable
without notice of default, presentment, or demand for payment, protest, or notice of nonpayment or dishonor, or other notices or
demands of any kind or character.


 


3.2             
Maximum Interest. Notwithstanding any other provision of this Note or any other agreement between the Company
and Holder, nothing herein shall require the Company to pay, or the Holder to accept, interest in any amount which subjects the
holder to any penalty or forfeiture under applicable law, and in no event shall the total of all charges payable hereunder (whether
of interest or of such other charges which may or might be characterized as interest) exceed the maximum rate permitted to be charged
under applicable law.


 


ARTICLE 4


 


4.1             
Re-issuance of Note. Should the Holder elect to convert a part, but not all, of the unpaid principal amount
then owing to the Holder under this Note, then the Company shall reissue a new Note in the same form as this Note to reflect the
new principal amount and the accrued unpaid interest which was not converted.


 


4.2             
Notices. Notices regarding this Note shall be sent to the parties at the following addresses, unless a party
notifies the other parties, in writing, of a change of address:


 


	If to the Holder, to:	 	 
	 	 	 
	 	 	 


 


	If to the Company:	Cryoport, Inc.	 
	 	20382 Barents Sea Circle	 
	 	Lake Forest, CA 92101	 


  


4.3             
Governing Law. This Note shall be deemed to be made under and shall be construed in accordance with the laws
of the State of Nevada without giving effect to the principals of conflict of laws thereof.


 


4.4             
Severability. The invalidity of any of the provisions of this Note shall not invalidate or otherwise affect
any of the other provisions of this Note, which shall remain in full force and effect.


 


4.5             
Entire Agreement and Amendments. This Note represents the entire agreement between the parties hereto with
respect to the subject matter hereof and there are no representations, warranties or commitments, except as set forth herein. This
Note may be amended only by an instrument in writing executed by the parties hereto.


 






    	Page 3 of 4



    	 



    

 


4.6             
No Waiver, Cumulative Remedies. No failure to exercise and no delay in exercising, on the part any party,
any right, remedy, power or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.


 


4.7             
Waiver of Trial by Jury. To the extent permitted by applicable Law, each of the parties irrevocably waives
all right of trial by jury in any action, proceeding or counterclaim arising out of or in connection with this Note or any matter
arising hereunder.


 


4.8             
Legal Holidays. In any case where the date on which any payment is due to any Holder shall not be a business
day, then any such payment need not be made on such date, but may be made on the next succeeding business day with the same force
and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal
date.


 


 


IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as executed this Note as of the date first written
above.


 


	 	CRYOPORT, INC.
	 	 	 
	 	By:   	 
	 	Name: Robert S. Stefanovich
	 	Its: Chief Financial Officer


  






    	Page 4 of 4