Exhibit 10.4


 


THIS AMENDED AND RESTATED 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
SYSTEMS, INC.


 


AMENDED AND RESTATED PROMISSORY NOTE


 


US $____________


 


This Amended and Restated
Promissory Note (the “Note”) is an amendment and restatement of the Simple Interest Commercial Promissory
Note (the “Original Note”) issued on or about March 1, 2005 by Cryoport
Systems, Inc., a California corporation (the “Company”) with
in original principal balance of $____________, 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. Certain payments
were made on the Original Note and interest has accrued, which is being added to the principal amount due under the Original Note,
such that the outstanding principal amount of this Note is $______________. 


 


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 accelerate and become due and shall
be paid on the earlier of (a) March 1, 2016, (b) the sale of all or substantially all of the assets of the Company or Cryoport,
Inc. (“Cryoport”), or (c) the merger, consolidation or other similar reorganization of the Company or
Cryoport affiliate with another entity (the “Maturity Date”).


 


1.3             
Payments. The Company shall (a) make payments of all 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 any remaining unpaid accrued interest on the Maturity Date.


 






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1.4             
Optional Conversion.


 


1.4.1       
Qualified Offering. This Note is convertible into certain capital stock of Cryoport in accordance with the conversion
rights specified herein. In the event of a public offering by Cryoport 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 Cryoport 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”), Cryoport 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 Cryoport in such Qualified Offering at the Qualified Offering Conversion Rate. The conversion pursuant to the notice
shall only be effective and concurrent with the closing of the Qualified Offering. 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 Cryoport in such Qualified Offering (i.e., a
twenty percent (20%) discount). Cryoport 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.


 


1.4.2       
Example. For example, if units consisting of one share of common stock of Cryoport and a warrant to purchase one
share of common stock were issued in a Qualified Offering at a unit price of $5.00, then the Qualified Offering Conversion Price
would be $4.00, which is a 20% discount to the unit offering price. If Holder elected to convert $100,000 of principal and interest,
Holder would be issued 25,000 units, or 25,000 shares of common stock of Cryoport and a warrant to purchase 25,000 shares of common
stock of Cryoport. The warrant issued to Holder would have the same terms and conditions, including exercise price, as the warrant
issued in the Qualified Offering.


 


1.4.3       
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.


 


1.4.4       
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:


 






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“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 not be prepaid without the prior written consent of 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 fifteen (15) business days following written notice by Holder to the Company of such failure.


 


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 and unpaid interest which was not converted.


 






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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 the address set forth
in the preamble of this Note, above.


 


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


  


4.3             
Governing Law; Jurisdiction. 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. Any party bringing a
legal action or other proceeding against any other party arising out of or relating to this Note shall only bring the legal action
or other proceeding in the United States District Court for the Central District of California or in any court of the State of
California in County of Orange, and the parties hereby agree and submit to the personal jurisdiction and venue 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. The effect of this Note is to amend and restate the Original Note. This Note
shall constitute a renewal, extension and modification of the terms of the Original Note and evidences the same indebtedness that
existed under the Original Note. 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.


 


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             
Attorneys’ Fees. In the event any legal action or other proceeding is brought by one party against the
other party to enforce any provision of this Note or in which the subject matter of such legal action or other proceeding arises
under, or is with respect to, the provisions of this Note, the prevailing party in any such legal action or other proceeding is
entitled to recover from the other party attorneys’ fees and costs associated with defending or prosecuting such legal action
or other proceeding, any appeal therefrom, and any ancillary or related proceedings.


 






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4.8             
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.


 


4.9             
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.


 


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left blank.]


 






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IN WITNESS
WHEREOF, with the intent to be legally bound hereby, the parties have executed this amendment and restatement of the Note
as of March __, 2015.


 


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




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


 






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