Exhibit 10.1


 





Execution Copy


 


REGISTRATION RIGHTS AGREEMENT


 


May 26, 2020


 


JEFFERIES LLC


SVB LEERINK LLC


As Representatives of the

Initial Purchasers listed in

Schedule I to the Purchase Agreement


 


c/o Jefferies LLC

520 Madison Avenue

New York, New York 10022


 


c/o SVB Leerink LLC

1301 6th Avenue, 12th Floor

New York, New York 10019


 


Ladies and Gentlemen:


 


Cryoport, Inc., a Nevada corporation (the
 “Company”), proposes to issue and sell to the initial purchasers (collectively, the “Initial Purchasers”)
listed in Schedule I to the Purchase Agreement (as defined below), for whom Jefferies LLC and SVB Leerink LLC are acting
as representatives, its 3.00% Convertible Senior Notes due 2025 (the “Notes”), upon the terms set forth in the Purchase
Agreement by and among the Company and Jefferies LLC and SVB Leerink LLC, dated May 20, 2020 (the “Purchase Agreement”).
Upon a conversion of Notes at the option of the holder thereof, the Company will be required to deliver shares of common stock
of the Company, $0.001 par value per share (the “Common Stock”). To induce the Initial Purchasers to enter into the
Purchase Agreement and to satisfy the Company’s obligations thereunder, the holders of the Notes will have the benefit of
this registration rights agreement (this “Agreement”) pursuant to which the Company agrees with the Initial Purchasers
for the benefit of the Initial Purchasers and for the benefit of the holders (the “Holders”) from time to time of the
Registrable Securities (as defined below), as follows:


 


1.                 
Definitions. As used in this Agreement, the following capitalized defined terms shall have the following meanings:


 


“Additional Interest”
has the meaning set forth in Section 7 hereof.


 


“Affiliate”
has the meaning set forth in Rule 405 under the Securities Act.


 


“Broker-Dealer”
means any broker or dealer registered as such under the Exchange Act.


 






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“Business Day”
has the meaning set forth in the Indenture.


 


“Close of Business”
has the meaning set forth in the Indenture.


 


“Closing Date”
means the date hereof.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
has the meaning set forth in the preamble hereto.


 


“Company”
has the meaning set forth in the preamble hereto.


 


“Control”
has the meaning set forth in Rule 405 under the Securities Act, and the terms “controlling” and “controlled”
shall have meanings correlative thereto.


 


“Conversion Date”
has the meaning set forth in the Indenture.


 


“Deferral Period”
has the meaning indicated in Section 3(i) hereof.


 


“Depositary”
has the meaning set forth in the Indenture.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Final Memorandum”
means the offering memorandum, dated May 20, 2020, relating to the Notes, including any and all annexes thereto and any information
incorporated by reference therein as of such date.


 


“FINRA Rules”
means the Conduct Rules and the By-Laws of the Financial Industry Regulatory Authority, Inc.


 


“Holder”
has the meaning set forth in the preamble hereto.


 


“Indenture”
means the Indenture relating to the Notes, dated as of May 26, 2020, between the Company and U.S. Bank National Association, as
trustee, as the same may be amended from time to time in accordance with the terms thereof.


 


“Initial Purchasers”
has the meaning set forth in the preamble hereto.


 


“Losses”
has the meaning set forth in Section 5(d) hereof.


 


“Majority Holders”
means, on any date, Holders of Registrable Securities that represent a majority of the shares of Common Stock that underlie (or
were issued upon conversion of) the Notes and whose offer and sale is registered under the Shelf Registration Statement.


 


“Managing Underwriters”
means the investment bank(s) and manager(s) that administer an underwritten offering, if any, conducted pursuant to Section 6 hereof.


 


“Maturity Date”
has the meaning set forth in the Indenture.


 






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“Notes”
has the meaning set forth in the preamble hereto.


 


“Notice and Questionnaire”
means a written notice delivered to the Company substantially in the form attached as Annex A to the Final Memorandum.


 


“Notice Holder”
means, on any date, any Holder that has delivered a completed Notice and Questionnaire to the Company on or before such date; provided,
however, that, prior to the effectiveness of the Shelf Registration Statement, such completed Notice and Questionnaire must be
delivered in accordance with the second sentence of Section 2(c) hereof.


 


“Prospectus”
means a prospectus included in the Shelf Registration Statement (including, without limitation, a prospectus that discloses information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A or Rule 430B
under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Notes and the shares of Common Stock covered by the Shelf Registration Statement, and all amendments and supplements
thereto, including any and all exhibits thereto and any information incorporated by reference therein.


 


“Purchase Agreement”
has the meaning set forth in the preamble hereto.


 


“Registrable
Securities” means the Notes initially sold to the Initial Purchasers pursuant to the Purchase Agreement and the shares of
Common Stock issued upon conversion of such Notes, and any other securities into or for which such Notes or shares have been converted
or exchanged, and any security issued with respect thereto upon any stock dividend, split or similar event; provided, however,
that each such security will cease to constitute Registrable Securities upon the earliest to occur of (i) such security being sold
pursuant to a registration statement that is effective under the Securities Act; and (ii) such security ceasing to be outstanding.


 


“Registration
Default” has the meaning set forth in Section 7 hereof.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“SEC” means
the Securities and Exchange Commission.


 


“Shelf Registration
Period” has the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration
Statement” means a “shelf” registration statement of the Company prepared pursuant to Section 2 hereof that covers
the resale, from time to time pursuant to Rule 415 under the Securities Act (or any successor thereto), of some or all of the Registrable
Securities on an appropriate form under the Securities Act, including all post-effective and other amendments and supplements to
such registration statement, the related Prospectus, all exhibits thereto and all material incorporated by reference therein.


 


“Significant
Acquisition” means an acquisition that requires the filing with the SEC of financial statements in connection therewith and
prevents the Company’s Shelf Registration Statement from becoming effective until such filing is made.


 






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“Trading Day”
has the meaning set forth in the Indenture.


 


“Underwriter”
means any underwriter of Registrable Securities for an offering thereof under the Shelf Registration Statement.


 


2.                 
Shelf Registration. (a) The Company will file with the Commission a Shelf Registration Statement providing
for the registration of the offer and sale, from time to time on a continuous or delayed basis, of the Registrable Securities by
the Holders in accordance with the methods of distribution elected by such Holders, pursuant to Rule 415 under the Securities Act
(or any successor thereto) and will use its best efforts (i) to cause such Shelf Registration Statement to be filed as soon as
practicable, but in no event later than the one hundred and eightieth (180th) day after the Closing Date, provided, however,
that if the Company completes a Significant Acquisition and the Shelf Registration Statement has not yet been filed, then the Company
will have an additional 75 days from the date of our filing of a Current Report on Form 8-K disclosing the completion of such acquisition
to file the Shelf Registration Statement, (ii) to cause such Shelf Registration Statement, if not effective upon filing, to become
effective under the Securities Act as soon as practicable, but in no event later than the two hundred and tenth (210th) day after
the Closing Date, provided, however, that if (x) the Company has an additional 75 days to file the Shelf Registration
Statement pursuant to the proviso in clause (i) above, the Shelf Registration Statement must become effective by the 30th day after
filing such Shelf Registration Statement, or (y) the Shelf Registration Statement has already been filed at the time the Company
completes a Significant Acquisition but has not yet become effective, the Shelf Registration Statement must become effective by
the 105th day after the Company’s filing of a Current Report on Form 8-K disclosing the completion of such acquisition, and
(iii) notwithstanding anything to the contrary, to cause such Shelf Registration Statement to become effective by January 31, 2021.
Such Shelf Registration Statement shall be, if the Company is eligible, an automatic shelf registration statement on Form S-3.


 


(b)              
The Company will use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and
amended as required by the Securities Act, in order to permit the related Prospectus to be usable by Holders for a period (the
 “Shelf Registration Period”) from the date the Shelf Registration Statement becomes effective to, and including, the
earlier of (i) the sixtieth (60th) Trading Day immediately following the Maturity Date (subject to extension for any suspension
of the effectiveness of the Shelf Registration Statement during such sixty (60) Trading Days immediately following the Maturity
Date); and (ii) the date upon which no Registrable Securities are outstanding and constitute “restricted securities”
(as defined in Rule 144 under the Securities Act).


 






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(c)              
Subject to applicable law, the Company will provide written notice to the Holders of the anticipated effective date of the
Shelf Registration Statement at least fifteen (15) Business Days before such anticipated effective date. Each Holder, in order
to be named in the Shelf Registration Statement at the time of its initial effectiveness, will be required to deliver a Notice
and Questionnaire and such other information as the Company may reasonably request in writing, if any, to the Company on or before
the tenth (10th) day before the anticipated effective date of the Shelf Registration Statement as provided in the notice. Subject
to Section 3(i), from and after the effective date of the Shelf Registration Statement, the Company will, as promptly as is practicable
after the date a Holder’s Notice and Questionnaire is delivered, but in no event after the fifteenth (15th) day after such
date, (i) file with the Commission an amendment to the Shelf Registration Statement or prepare and, if permitted or required by
applicable law, file a supplement to the Prospectus or an amendment or supplement to any document incorporated therein by reference
or file any other required document so that such Holder delivering such Notice and Questionnaire is named as a selling securityholder
in the Shelf Registration Statement and the related Prospectus, and so that such Holder is permitted to deliver such Prospectus
to purchasers of Registrable Securities in accordance with applicable law (except that the Company will not be required to file
more than one supplement or post-effective amendment in any thirty (30) day period in accordance with this Section 2(c)(i)) and,
in the case of a post-effective amendment to the Shelf Registration Statement, the Company will use its best efforts to cause such
post-effective amendment to become effective under the Securities Act as promptly as is practicable; (ii) provide such Holder,
upon request, copies of any documents filed pursuant to Section 2(c)(i) hereof; and (iii) notify such Holder as promptly as practicable
after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(c)(i) hereof; provided,
however, that if such Notice and Questionnaire is delivered during a Deferral Period, then the Company will so inform the
Holder delivering such Notice and Questionnaire and will take the actions set forth in clauses (i), (ii) and (iii) above within
(10) days following the expiration of the Deferral Period in accordance with Section 3(i) hereof. Notwithstanding anything to the
contrary herein, the Company need not name any Holder that is not a Notice Holder as a selling securityholder in the Shelf Registration
Statement or Prospectus; provided, however, that any Holder that becomes a Notice Holder pursuant to this Section
2(c) (whether or not such Holder was a Notice Holder at the effective date of the Shelf Registration Statement) will be named as
a selling securityholder in the Shelf Registration Statement or Prospectus in accordance with this Section 2(c).


 


3.                 
Registration Procedures. The following provisions will apply in connection with the Shelf Registration Statement.


 


(a)              
The Company will:


 


(i)                
furnish to the Initial Purchasers and to counsel for the Notice Holders (if such Notice Holders have provided the name of
and contact information, including a telephone number, for such counsel), not less than five (5) Business Days before the filing
thereof with the Commission, a copy of the Shelf Registration Statement and each amendment thereto and each amendment or supplement,
if any, to the Prospectus (other than amendments and supplements that do nothing more than name Notice Holders and provide information
with respect thereto and other than filings by the Company under the Exchange Act) and will use its best efforts to reflect in
each such document, when so filed with the Commission, such comments as the Initial Purchasers reasonably propose within three
(3) Business Days of the delivery of such copies to the Initial Purchasers; and


 


(ii)             
include information regarding the Notice Holders and the methods of distribution they have elected for their Registrable
Securities provided to the Company in Notices and Questionnaires as necessary to permit such distribution by the methods specified
therein.


 






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(b)              
The Company will ensure that the Shelf Registration Statement and the related Prospectus and any amendment or supplement
thereto, as of the effective date of the Shelf Registration Statement or such amendment or supplement, (i) complies in all material
respects with the applicable requirements of the Securities Act; and (ii) does not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the
case of the Prospectus, in the light of the circumstances under which they were made) not misleading.


 


(c)              
The Company will advise the Initial Purchasers, the Notice Holders and any Underwriter that has provided in writing to the
Company a telephone or email or other address for notices, and confirm such advice in writing, if requested (which notice pursuant
to clauses (ii) to (v), inclusive, below will be accompanied by an instruction to suspend the use of the Prospectus until the Company
has remedied the basis for such suspension):


 


(i)                
when the Shelf Registration Statement and any amendment thereto have been filed with the Commission and when the Shelf Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)             
of any request by the Commission for any amendment or supplement to the Shelf Registration Statement or the Prospectus or
for additional written information;


 


(iii)           
of the issuance by the Commission of any stop order suspending the effectiveness of the Shelf Registration Statement or
the institution or threatening of any proceeding for that purpose;


 


(iv)            
of the receipt by the Company of any notification with respect to the suspension of the qualification of the Common Stock
included therein for sale in any jurisdiction or the institution or threatening of any proceeding for such purpose; and


 


(v)              
of the happening of any event that requires any change in the Shelf Registration Statement or the Prospectus so that they
do not contain any untrue statement of a material fact and do not omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were
made) not misleading.


 


(d)              
The Company will use its best efforts to prevent the issuance of any order suspending the effectiveness of the Shelf Registration
Statement or the qualification of the securities therein for sale in any jurisdiction and, if issued, to obtain as soon as practicable
the withdrawal thereof.


 


(e)              
Upon request, the Company will furnish, in electronic form, to each Notice Holder, without charge, one copy of the Shelf
Registration Statement and any post-effective amendment thereto, including all material incorporated therein by reference, but
excluding any exhibits thereto unless such exhibit is specifically incorporated by reference in such material.


 






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(f)               
During the Shelf Registration Period, the Company will promptly deliver to each Initial Purchaser, each Notice Holder, and
any sales or placement agents or underwriters acting on their behalf, without charge, as many copies of the Prospectus (including
the preliminary Prospectus, if any) relating to the Shelf Registration Statement and any amendment or supplement thereto as such
person may reasonably request. Subject to the restrictions set forth in this Agreement, the Company consents to the use of the
Prospectus or any amendment or supplement thereto by each of the foregoing in connection with the offering and sale of the Registrable
Securities.


 


(g)              
Before any offering of Registrable Securities pursuant to the Shelf Registration Statement, the Company will arrange for
the qualification of the Registrable Securities for sale under the laws of such U.S. jurisdictions as any Notice Holder reasonably
requests and will maintain such qualification in effect so long as required; provided, however, that in no event
will the Company be obligated by this Agreement to qualify to do business or as a dealer of securities in any jurisdiction where
it is not then so qualified or to take any action that would subject it to taxation or service of process in suits in any jurisdiction
where it is not then so subject. If, at any time during the Shelf Registration Period, the Registrable Securities are not “covered
securities” within the meaning of Section 18 of the Securities Act, then the Company will arrange for such qualification
(subject to the proviso of the immediately preceding paragraph) in each U.S. jurisdiction of residence of each Notice Holder.


 


(h)              
Upon the occurrence of any event contemplated by subsections (c)(ii) to (v), inclusive, above, the Company will promptly
(or within the time period provided for by Section 3(i) hereof, if applicable) prepare a post-effective amendment to the Shelf
Registration Statement or an amendment or supplement to the Prospectus or file any other required document so that the Shelf Registration
Statement and the Prospectus will not include an untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances
under which they were made) not misleading.


 


(i)                
Upon the occurrence or existence of any pending corporate development, public filings with the Commission or any other material
event that, in the reasonable judgment of the Company, makes it appropriate to suspend the availability of the Shelf Registration
Statement and the Prospectus, the Company will give notice (without notice of the nature or details of such events) to the Notice
Holders that the availability of the Shelf Registration Statement is suspended and, upon receipt of any such notice, each Notice
Holder agrees: (i) not to sell any Registrable Securities pursuant to the Shelf Registration Statement until such Notice Holder
receives copies of the supplemented or amended Prospectus provided for in Section 3(i) hereof, or until it is advised in writing
by the Company that the Prospectus may be used; and (ii) to hold such notice in confidence. Except in the case of a suspension
of the availability of the Shelf Registration Statement and the Prospectus solely as the result of filing a post-effective amendment
or supplement to the Prospectus to add additional selling securityholders therein, the period during which the availability of
the Shelf Registration Statement and any Prospectus is suspended (the “Deferral Period”) will not exceed an aggregate
of (A) thirty (30) days in any calendar quarter; or (B) sixty (60) days in any calendar year.


 


(j)                
The Company will comply with all applicable rules and regulations of the Commission and will make generally available to
its securityholders an earnings statement (which need not be audited) satisfying the provisions of Section 11(a) of the Securities
Act as soon as practicable after the effective date of the Shelf Registration Statement and in any event no later than forty five
(45) days after the end of the twelve (12) month period (or ninety (90) days, if such period is a fiscal year) beginning with the
first month of the Company’s first fiscal quarter commencing after the effective date of the Shelf Registration Statement.


 






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(k)              
The Company may require each Holder of Registrable Securities to be sold pursuant to the Shelf Registration Statement to
furnish to the Company such information regarding the Holder and the distribution of such Registrable Securities as the Company
may from time to time reasonably require for inclusion in the Shelf Registration Statement in order to comply with the Securities
Act. The Company may exclude from the Shelf Registration Statement the Registrable Securities of any Holder that unreasonably fails
to furnish such information within a reasonable time after receiving a request from the Company for such information.


 


(l)                
Subject to Section 6 hereof, the Company will enter into customary agreements (including, if requested by the Majority Holders,
an underwriting agreement in customary form that, for the avoidance of doubt, will provide for customary representations and warranties,
legal opinions, comfort letters and other documents and certifications) and take all other necessary actions in order to expedite
or facilitate the registration or the disposition of the Registrable Securities, and in connection therewith, if an underwriting
agreement is entered into, cause the same to contain customary indemnification provisions and procedures.


 


(m)            
Subject to Section 6 hereof, for persons who are or may be “underwriters” with respect to the Registrable Securities
within the meaning of the Securities Act and who make appropriate requests for information to be used solely for the purpose of
taking reasonable steps to establish a due diligence or similar defense in connection with the proposed sale of such Registrable
Securities pursuant to the Shelf Registration Statement, the Company will:


 


(i)                
make reasonably available during business hours for inspection by the Holders, any Underwriter participating in any disposition
pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders or any such Underwriter
all relevant financial and other records and pertinent corporate documents of the Company and its subsidiaries; and


 


(ii)             
cause the Company’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably
requested by the Holders or any such Underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement
as is customary for similar due diligence examinations;


 


provided,
however, each such Underwriter shall agree in writing to hold in strict confidence and not to make any disclosure or use
of any information requested in (i) and (ii) above (the “Requested Information”), unless (1) the disclosure of the
Requested Information is necessary to avoid or correct a misstatement or omission in the Shelf Registration Statement or is otherwise
required under the Securities Act, (2) the release of the Requested Information is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, (3) the Requested Information is or has been made
generally available to the public other than by disclosure in violation of this Agreement, (4) was within such Underwriter’s
possession on a non-confidential basis prior to it being furnished to such Underwriter by or on behalf of the Company or any of
its representatives, provided that the source of such information was not bound by a confidentiality agreement or other contractual,
legal or fiduciary obligation of confidentiality with respect to such information or (5) becomes available to such Underwriter
on a non-confidential basis from a source other than the Company or any of its representatives, provided that such source is not
bound by a confidentiality agreement or other contractual, legal or fiduciary obligation of confidentiality with respect to such
information. Such Underwriter agrees that it shall, upon learning that disclosure of the Requested Information is sought in or
by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the
Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Requested
Information deemed confidential.


 






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(n)              
In the event that any Broker-Dealer underwrites any Registrable Securities or participates as a member of an underwriting
syndicate or selling group or “participates in an offering” (within the meaning of the FINRA Rules) thereof, whether
as a Holder or as an underwriter, placement, sales agent or broker or dealer in respect thereof, or otherwise, the Company will,
upon the reasonable request of such Broker-Dealer, comply with any reasonable request of such Broker-Dealer in complying with the
FINRA Rules.


 


(o)              
The Company will use its best efforts to take all other steps necessary to effect the registration of the offer and sale
of the Registrable Securities covered by the Shelf Registration Statement.


 


4.                 
Registration Expenses. The Company will bear all expenses incurred in connection with the performance of its
obligations under Sections 2 and 3 hereof. The Company will reimburse the Initial Purchasers and the Holders for the reasonable
fees and disbursements of one firm or counsel (which will initially be Latham & Watkins LLP, but that may be another nationally
recognized law firm experienced in securities matters designated by the Majority Holders) to act as counsel for the Holders in
connection therewith, which fees and disbursements will not exceed $10,000 in the aggregate.


 


5.                 
Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Holder, the directors,
officers, employees, Affiliates and agents of each Holder and each person who controls any Holder within the meaning of the Securities
Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement as originally
filed or in any amendment thereof, or in any preliminary Prospectus or the Prospectus, or in any amendment thereof or supplement
thereto, or caused by the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein (in the case of any preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or
other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability
or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf
of the party claiming indemnification specifically for inclusion therein, including but not limited to all information contained
in a related Holder’s Notice and Questionnaire.


 






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The Company also agrees
to provide customary indemnities to, and to contribute as provided in Section 5(d) hereof to Losses of, any underwriters of the
Registrable Securities, their officers, directors and employees and each Person who controls such underwriters (within the meaning
of the Securities Act or the Exchange Act) to the same extent as provided herein with respect to the Holders.


 


(b)              
Each Holder of securities covered by the Shelf Registration Statement (including each Initial Purchaser that is a Holder,
in such capacity) severally and not jointly agrees to indemnify and hold harmless the Company, each of the Company’s directors,
each of the Company’s officers who sign the Shelf Registration Statement and each person who controls the Company within
the meaning of the Securities Act or the Exchange Act, to the same extent as the foregoing indemnity from the Company to each such
Holder, but only with reference to written information relating to such Holder furnished to the Company by or on behalf of such
Holder specifically for inclusion in the documents referred to in the foregoing indemnity, including but not limited to all information
contained in such Holder’s Notice and Questionnaire. This indemnity agreement will be acknowledged by each Notice Holder
that is not an Initial Purchaser in such Notice Holder’s Notice and Questionnaire and will be in addition to any liability
that any such Notice Holder may otherwise have.


 


(c)              
Promptly after receipt by an indemnified party under this Section 5 or notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying
party in writing of the commencement thereof, but the failure so to notify the indemnifying party (i) will not relieve it from
liability under paragraph (a) or (b), as applicable, above unless and to the extent it has been materially prejudiced through the
forfeiture by the indemnifying party of substantial rights and defenses; and (ii) will not, in any event, relieve the indemnifying
party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b),
as applicable, above. If any action is brought against an indemnified party and it has notified the indemnifying party thereof,
the indemnifying party will be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at
the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in
which case, the indemnifying party will not thereafter be responsible for the fees and expenses of any separate counsel, other
than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties, except as set forth
below); provided, however, that such counsel will be reasonably satisfactory to the indemnified party. Notwithstanding
the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action,
the indemnified party will have the right to employ separate counsel (including local counsel), and the indemnifying party will
bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party
to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party has
reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from
or additional to those available to the indemnifying party; (iii) the indemnifying party has not employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action;
or (iv) the indemnifying party has authorized the indemnified party to employ separate counsel at the expense of the indemnifying
party. The indemnifying party will not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable
for the fees and expenses of more than one (1) separate law firm (in addition to any local counsel) for all indemnified persons.
An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification
or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or
action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability
arising out of such claim, action, suit or proceeding and does not include an admission of fault, culpability or a failure to act,
by or on behalf of any such indemnified party.


 






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(d)              
In the event that the indemnity provided in paragraph (a) or (b) of this Section 5 is unavailable to or insufficient to
hold harmless an indemnified party for any reason, then each applicable indemnifying party will have a several, and not joint,
obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably
incurred in connection with investigating or defending such losses, claims, damages, liabilities or actions) (collectively, “Losses”)
to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by
such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the offering of the Registrable Securities
and the Shelf Registration Statement that resulted in such Losses; provided, however, that in no case will Jefferies
LLC or SVB Leerink LLC be responsible, in the aggregate, for any amount in excess of the respective purchase discount or commission
applicable to the Notes that it purchased from the Company, as set forth in the applicable Purchase Agreement, nor will any underwriter
be responsible for any amount in excess of the underwriting discount or commission applicable to the securities purchased by such
underwriter under the Shelf Registration Statement that resulted in such Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, then the indemnifying party and the indemnified party will contribute in such
proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party,
on the one hand, and such indemnified party, on the other hand, in connection with the statements or omissions, or alleged statements
or omissions, that resulted in such Losses as well as any other relevant equitable considerations. Benefits received by the Company
will be deemed to be equal to the total net proceeds from the offering of the Notes (before deducting expenses) as set forth in
the Final Memorandum. Benefits received by Jefferies LLC and SVB Leerink LLC will be deemed to be equal to the respective total
purchase discounts or commissions applicable to the Notes that it purchased from the Company, as set forth in the applicable Purchase
Agreement, and benefits received by any other Holder will be deemed to be equal to the value of having the offer and sale of such
Holder’s Registrable Securities registered under the Securities Act pursuant to the Shelf Registration Statement and hereunder.
Benefits received by any underwriter will be deemed to be equal to the total underwriting discounts and commissions, as set forth
on the cover page of the Prospectus relating to the Shelf Registration Statement that resulted in such Losses. Relative fault will
be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information provided by the indemnifying party, on the one hand, or by
the indemnified party, on the other hand, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission or alleged untrue statement or omission. The parties agree that it would
not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity
for such purpose) or any other method of allocation which does not take account of the equitable considerations referred to above.
Notwithstanding anything to the contrary in this Section 5(d), no person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 5, each person who controls a Holder within the meaning of the Securities Act or
the Exchange Act and each director, officer, employee, Affiliate and agent of such Holder will have the same rights to contribution
as such Holder, and each person who controls the Company within the meaning of the Securities Act or the Exchange Act, each officer
of the Company who signed the Shelf Registration Statement and each director of the Company will have the same rights to contribution
as the Company, subject in each case to the applicable terms and conditions of this Section 5(d).


 






    	 	- 11 -	 



     


    

 


(e)              
The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by or on behalf
of any Initial Purchaser or Holder or the Company or any of the indemnified persons referred to in this Section 5, and will survive
the sale by a Holder of securities covered by the Shelf Registration Statement.


 


6.                 
Underwritten Registrations. (a) Notwithstanding anything to the contrary herein, in no event will the method
of distribution of Registrable Securities take the form of an underwritten offering without the prior written consent of the Company.
Consent may be conditioned on waivers of any of the obligations in Section 3, 4 or 5 hereof.


 


(b)              
If any Registrable Securities are to be sold in an underwritten offering, the Managing Underwriters will be selected by
the Company, subject to the prior written consent of the Majority Holders, which consent will not be unreasonably withheld.


 


(c)              
No person may participate in any underwritten offering pursuant to the Shelf Registration Statement unless such person:
(i) agrees to sell such person’s Registrable Securities on the basis reasonably provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements; and (ii) completes and executes all questionnaires, powers
of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting
arrangements.


 


7.                 
Registration Defaults. If any of the following events shall occur (each, a “Registration Default”),
then the Company will pay additional interest on the Notes (“Additional Interest”) as follows:


 


(a)              
if the Shelf Registration Statement has not been filed with the Commission and become effective on or before the two hundred
and tenth (210th) day after the Closing Date, or such later date allowed by the limited exception described in Section 2(a) above,
then Additional Interest will accrue on the aggregate outstanding principal amount of the Notes at a rate of 0.25% per annum for
the first 90 days beginning on, and including, the two hundred and eleventh (211th) day after the Closing Date or the day after
such later date allowed by the limited exception provided in Section 2(a) above, and 0.50% per annum thereafter; provided,
however, if Additional Interest has not otherwise begun to accrue pursuant to this Section 7(a) and the Shelf Registration
Statement has not become effective by January 31, 2021, then Additional Interest will accrue on the aggregate outstanding principal
amount of the Notes at a rate of 0.25% per annum for the first 90 days beginning on, and including, January 31, 2021, and 0.50%
per annum thereafter;


 






    	 	- 12 -	 



     


    

 


(b)              
if the Shelf Registration Statement has become effective but ceases to be effective or usable for the offer and sale of
the Registrable Securities (other than in connection with (i) a Deferral Period; or (ii) as a result filing a post-effective amendment
solely to add additional selling securityholders) at any time during the Shelf Registration Period and the Company does not cure
the lapse of effectiveness or usability within ten (10) Business Days (or, if a Deferral Period is then in effect, within ten (10)
Business Days after the expiration of such Deferral Period) (or, in the case of filing a post-effective amendment solely to add
additional selling securityholders, within ten (10) Business Days after the expiration of the ten (10) day period referred to in
Section 2(c), subject to the proviso therein), then Additional Interest will accrue on the aggregate outstanding principal amount
of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following such tenth
(10th) Business Day and 0.50% per annum thereafter;


 


(c)              
if the Company, through its omission, fails to name as a selling securityholder any Holder that had complied timely with
its obligations hereunder in a manner to entitle such Holder to be so named in (i) the Shelf Registration Statement at the time
it first became effective; or (ii) any Prospectus at the time it is filed with the Commission (or, if later, the effective date
of the Shelf Registration Statement), then Additional Interest will accrue on the aggregate outstanding principal amount of the
Notes held by such Holder at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, the day following
the effective date of such Shelf Registration Statement or the filing of such Prospectus, as applicable, and 0.50% per annum thereafter;
and


 


(d)              
if the aggregate duration of Deferral Periods in any period exceeds the number of days permitted in respect of such period
pursuant to Section 3(i) hereof, then, commencing on the day the aggregate duration of Deferral Periods in such period exceeds
the number of days permitted in respect of such period, Additional Interest will accrue on the aggregate outstanding principal
amount of the Notes at a rate of 0.25% per annum for the first ninety (90) days beginning on, and including, and including such
date, and 0.50% per annum thereafter;


 


provided, however, that (1)
upon the filing and effectiveness of the Shelf Registration Statement (in the case of paragraph (a) above), (2) upon such time
as the applicable Shelf Registration Statement becomes effective and usable for resales (in the case of paragraph (b) above), (3)
upon such time as such Holder is permitted to sell its Registrable Securities pursuant to any Shelf Registration Statement and
Prospectus in accordance with applicable law (in the case of paragraph (c) above), (4) upon the termination of the applicable Deferral
Period (in the case of paragraph (d) above), or (5) in any case, upon the expiration of the Shelf Registration Period, Additional
Interest will cease to accrue on account of the applicable Registration Default (it being understood that nothing in this sentence
will prevent Additional Interest from accruing as a result of any other Registration Default during the Shelf Registration Period).


 






    	 	- 13 -	 



     


    

 


Any Additional Interest
due pursuant to this Section 7 will be payable in cash in the same manner and on the same dates as the stated interest payable
on the Notes. If any Note ceases to be outstanding during any period for which Additional Interest is accruing, the Company will
prorate the Additional Interest payable with respect to such Note.


 


Additional Interest will not accrue on
the Notes at a rate that exceeds 0.50% per annum in the aggregate and will not be payable under more than one clause above for
any given period of time, except that if Additional Interest would be payable because of more than one Registration Default, but
at a rate of 0.25% per annum under one Registration Default and at a rate of 0.50% per annum under the other, then the Additional
Interest rate will be the higher rate of 0.50% per annum. In no event will the Additional Interest payable under this Agreement,
together with any special interest payable under the Indenture, accrue on any date on a Note at a combined rate per annum that
exceeds 0.50%.


 


Notwithstanding anything
to the contrary in this Agreement, in no event will Additional Interest accrue on the shares of Common Stock issued upon conversion
of Notes. However, if there exists a Registration Default with respect to the Registrable Securities on the Maturity Date, then,
in addition to any Additional Interest otherwise payable, the Company will make a cash payment (the “Cash Penalty Payment”)
to each “Holder” (as defined in the Indenture) of any outstanding Note as of the Close of Business on the Business
Day immediately before the Maturity Date in an amount equal to three percent (3%) of the principal amount of such Note. For purposes
of the preceding sentence, Notes that have been converted with a Conversion Date that is on or after December 1, 2024 and on or
before the second (2nd) Business Day immediately preceding the Maturity Date will be considered to be outstanding (other than with
respect to any Notes for which the shares issuable upon conversion of such Notes have been sold pursuant to the Shelf Registration
Statement). Accordingly, and for the avoidance of doubt, if a Registration Default exists on the Maturity Date, the payment described
in the preceding two sentences will be payable on all Notes outstanding as of the Close of Business on the Business Day immediately
preceding the Maturity Date and on all Notes converted with a Conversion Date that is on or after December 1, 2024 and on or before
the second (2nd) Business Day immediately preceding the Maturity Date (other than with respect to any Notes for which the shares
issuable upon conversion of such Notes have been sold pursuant to the Shelf Registration Statement).


 


For avoidance of doubt,
no Registration Default or other default under or failure to comply with any provision of this Agreement will result in a default
under the Indenture.


 


8.                 
No Inconsistent Agreements. The Company has not entered into, and agrees not to enter into, any agreement
with respect to its securities that is inconsistent with the registration rights granted to the Holders herein.


 


9.                 
Rule 144A and Rule 144. So long as any Registrable Securities remain outstanding, the Company will file the
reports required to be filed by it under Rule 144A(d)(4) under the Securities Act and the reports required to be filed by it under
the Exchange Act in a timely manner and, if at any time the Company is not required to file such reports, it will, upon the written
request of any Holder of Registrable Securities, make publicly available other information so long as necessary to permit sales
of such Holder’s Registrable Securities pursuant to Rules 144 and 144A of the Securities Act. The Company covenants that
it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act pursuant to Rule
144 or Rule 144A (including, without limitation, satisfying the requirements of Rule 144A(d)(4)). Upon the written request of any
Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with
such requirements. Notwithstanding anything to the contrary in this Section 9, nothing in this Section 9 will be deemed to require
the Company to register any of its securities pursuant to the Exchange Act.


 






    	 	- 14 -	 



     


    

 


10.             
Amendments and Waivers. The provisions of this Agreement may not be amended, qualified, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the Company has obtained the written
consent of the Holders of a majority of the Registrable Securities (determined on an as-converted basis); provided, however,
that, with respect to any matter that directly or indirectly affects the rights of Jefferies LLC and SVB Leerink LLC hereunder,
the Company will obtain the written consent of Jefferies LLC and SVB Leerink LLC with respect to such amendment, qualification,
modification, supplement, waiver or consent; provided, further, that no amendment, qualification, modification, supplement,
waiver or consent with respect to Section 7 hereof will be effective as against any Holder unless consented to in writing by such
Holder; provided, further, that this Section 10 may not be amended, qualified, modified or supplemented, and waivers
of or consents to departures from Section 10 may not be given, unless the Company has obtained the written consent of each Initial
Purchaser and each Holder.


 


11.             
Notices. All notices and other communications provided for or permitted hereunder will be made in writing
by hand-delivery, first-class mail, telex, telecopier, email or air courier guaranteeing overnight delivery:


 


(a)              
if to a Holder, at the most current address given by such holder to the Company in accordance with the provisions of the
Notice and Questionnaire; provided, however, that notices and other communications to Holders of Notes held in global
form may be provided through the applicable procedures of the Depositary.


 


(b)              
if to any Initial Purchaser, initially at the address thereof set forth above; and


 


(c)              
if to the Company, initially at its address set forth in the Purchase Agreement.


 


All such notices and
communications shall be deemed to have been duly given when received.


 


The Initial Purchasers
or the Company, by notice to the other parties, may designate additional or different addresses for subsequent notices or communications.


 


Notwithstanding the
foregoing, notices given to Holders holding Notes in book-entry form may be given through the facilities of the Depositary.


 






    	 	- 15 -	 



     


    

 


12.             
Remedies. Each Holder, in addition to being entitled to exercise all rights provided to it herein or in the
applicable Purchase Agreement or granted by law, including recovery of liquidated or other damages, will be entitled to specific
performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for
specific performance the defense that a remedy at law would be adequate.


 


13.             
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective
successors and assigns, including, without the need for an express assignment or any consent by the Company thereto, subsequent
Holders, and the indemnified persons referred to in Section 5 hereof. The Company hereby agrees to extend the benefits of this
Agreement to any Holder, and any such Holder may specifically enforce the provisions of this Agreement as if an original party
hereto.


 


14.             
Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an
original and all of which together shall constitute one and the same agreement.


 


15.             
Headings. The section headings used herein are for convenience only and shall not affect the construction
or interpretation hereof.


 


16.             
Applicable Law. THIS AGREEMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL
RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT THE TRANSACTION CONTEMPLATED HEREBY.


 


17.             
Severability. In the event that any one or more of the provisions contained herein, or the application thereof
in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability
of any such provision in every other respect and of the remaining provisions hereof will not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties will be enforceable to the fullest extent permitted
by law.


 


18.             
Common Stock Held by the Company, Etc. Whenever the consent or approval of Holders of a specified percentage
of securities is required hereunder, securities held by the Company or its Affiliates (other than subsequent Holders thereof if
such subsequent Holders are deemed to be Affiliates solely by reason of their holdings of such securities) will not be counted
in determining whether such consent or approval was given by the Holders of such required percentage.


 






    	 	- 16 -	 



     


    

 


	 	Very truly yours,
	 	 
	 	Cryoport, Inc.
	 	 






	 	By: 	/s/ Robert S. Stefanovich
	 	 	Name: Robert S. Stefanovich
	 	 	Title: Chief Financial Officer




 


[Signature Page to Registration
Rights Agreement]







 






     

     


    

 


The foregoing Agreement
is hereby confirmed and accepted as of the date first above written.


 


	Jefferies LLC	 






 


	By:	/s/ Real Leclerc	 
	 	Name:Real Leclerc	 
	 	Title: Managing Director	 


 


	SVB Leerink LLC	 






 


	By:	/s/ Ryan Lindquist	 
	 	Name: Ryan Lindquist	 
	 	Title: Managing Director	 


 


[Signature Page to Registration
Rights Agreement]