INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2014 between Cryoport, Inc., a Nevada
corporation (the “Company”), and ______________ (“Indemnitee”).


 


A.The Board of
Directors of the Company (the “Board”) is aware that directors, officers, and other persons in service to corporations
or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things,
matters that traditionally would have been brought only against the Company or business enterprise itself.


 


B.The Board is
aware that, as a result of the foregoing, highly competent persons have become more reluctant to serve corporations as directors
or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.


 


C. The by-laws
of the Company (“By-Laws”) require indemnification of the officers and directors of the Company. Indemnitee
may also be entitled to indemnification pursuant to Chapter 78 of the Nevada Revised Statutes (“NRS”). The By-Laws
and NRS Chapter 78 expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification.


 


D.The Board has
determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in
the future.


 


E.It is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified.


 


F. This Agreement
is a supplement to and in furtherance of the By-Laws of the Company and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


G. Indemnitee does
not regard the protection available under the Company’s By-Laws and insurance as adequate in the present circumstances, and
may not be willing to serve as a director without adequate protection, and the Company desires Indemnitee to serve in such capacity.
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition
that he or she be so indemnified.


 


 



    	 



    	 



    




 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as a director from and after the date hereof, the parties hereto agree as
follows:


 


1.Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of
the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined),
judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him, or on his behalf, in connection
with such Proceeding or any claim, issue or matter therein, if the Indemnitee (i) acted in good faith and in a manner the Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company, (ii) is not liable pursuant to NRS 78.138, and
(iii) with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee (i) is not liable pursuant to NRS 78.138 and (ii) acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification
against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have
been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the Company unless
and to the extent that a court of competent jurisdiction shall determine that such indemnification may be made.


 


(c)Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding,
he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the
termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 






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2.Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1,
the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is,
or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only
limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not
be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions,
set forth in Sections 6 and 7) to be unlawful.


 


3.Contribution.


 


(a)Whether or not
the indemnification provided in Sections 1 and 2 is available, in respect of any threatened, pending or completed
action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit
or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right
of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(b)Without diminishing
or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall elect
or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the
Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred
and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or
employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding
arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform
to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the
one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or
settlement amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative
fault of the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall
be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal
profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct is active
or passive.


 






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(c)The Company hereby
agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers, directors
or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee


 


(d)To the fullest
extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for
any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4.Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


5.Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to
time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the
Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee
to repay any Expenses advanced if it shall ultimately be determined by a court of competent jurisdiction that Indemnitee is not
entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall
be unsecured and interest free.


 


6.Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under NRS Chapter 78 and public policy of the State of Nevada. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)To obtain indemnification
under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee
to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any
liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.


 






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(b)Upon written request
by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case by one of the following four methods: (1) by the stockholders of the Company,
(2) by the Board by majority vote of a quorum consisting of Disinterested Directors, as defined in Section 13, (3) if so
ordered by the Board by majority vote of a quorum consisting of Disinterested Directors, by Independent Counsel in a written opinion
to the Board , a copy of which shall be delivered to the Indemnitee, or (4) if a quorum consisting of Disinterested Directors cannot
be obtained, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. Notwithstanding
the foregoing, no determination described in this Section 6(b) shall be required for any circumstance requiring mandatory
indemnification pursuant to NRS 78.7502(3).


 


(c)If the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b), the Independent Counsel
shall be selected as provided in this Section 6(c) The Independent Counsel shall be selected by the Board. Indemnitee may,
within 10 days after such written notice of selection shall have been given, deliver to the Company a written objection to such
selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent Counsel” as defined in Section 13, and the objection shall
set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected
shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve
as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.
If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a), no
Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court
shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 6(b). The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred
by such Independent Counsel in connection with acting pursuant to Section 6(b), and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel
was selected or appointed.


 


(d)In making a determination
with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall have the
burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including by
its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 






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(e)Indemnitee shall
be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee
has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(f)If the person,
persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under
applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith
requires such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that
the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification is
to be made by the stockholders pursuant to Section 6(b) and if (A) within fifteen (15) days after receipt by the Company
of the request for such determination, the Board or the Disinterested Directors, if appropriate, resolve to submit such determination
to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt
and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such
receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having
been so called and such determination is made thereat.


 


(g)Indemnitee shall
cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good
faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs
or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement
to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 






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(h)The Company acknowledges
that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty. In the event that any action, claim or Proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim
or Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful
on the merits or otherwise in such action, suit or Proceeding. Anyone seeking to overcome this presumption shall have the burden
of proof and the burden of persuasion by clear and convincing evidence.


 


(i)The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


7.Remedies of
Indemnitee.


 


(a)In the event that
(i) a determination is made pursuant to Section 6 that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses is not timely made pursuant to Section 5, (iii) no determination of entitlement to indemnification
is made pursuant to Section 6(b) within 90 days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to this Agreement within ten (10) days after receipt by the Company of a written request
therefor or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee
is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6, Indemnitee shall
be entitled to an adjudication in a court of competent jurisdiction of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first
has the right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


(b)In the event that
a determination shall have been made pursuant to Section 6(b) that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and
Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 






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(c)If a determination
shall have been made pursuant to Section 6(b) that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading
in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d)In the event that
Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover damages for breach
of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained by the
Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses
in Section 13) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery.


 


(e)The Company shall
be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all
the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited
by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of Expenses or insurance recovery, as the case may be.


 


(f)Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


8.Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)The rights of
indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any
time be entitled under applicable law, the Articles of Incorporation, the By-Laws, any agreement, a vote of stockholders, a resolution
of directors or otherwise, of the Company. No amendment, alteration or repeal of this Agreement or of any provision hereof shall
limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in
his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in NRS Chapter 78, whether by statute
or judicial decision, permits greater indemnification than would be afforded currently under the Articles of Incorporation, By-Laws
and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so
afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every
other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other right or remedy.


 






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(b)To the extent
that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents
or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c)In the event of
any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d)The Company shall
not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)for which payment
has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect
to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing shall
not affect the rights of Indemnitee set forth in Section 8(c); or


 


(b)for an accounting
of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning
of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common
law; or


 






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(c)in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding)
initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized
the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its
sole discretion, pursuant to the powers vested in the Company under applicable law.


 


10.Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise) and for ten (10) years thereafter and shall continue
thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7) by reason
of his Corporate Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives.


 


11.Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, the establishment of a
program of self-insurance, the establishment of a letter of credit, guaranty or surety, a funded trust or other collateral. Any
such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 


12.Enforcement.


 


(a)The Company expressly
confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce
Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in
serving as a director of the Company.


 


(b)This Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


13.Definitions.
For purposes of this Agreement:


 


(a)“Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or
was serving at the express written request of the Company.


 






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(b)“Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(c)“Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


 


(d)“Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and
any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee.


 


(e)“Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either
such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred
to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.


 


(f)“Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any
action taken by him or of any inaction on his part while acting as an officer or director of the Company, or by reason of the fact
that he is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust or other Enterprise; in each case whether or not he is acting or serving in any such capacity
at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 to enforce
his rights under this Agreement.


 






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14.Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to
the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.Notice By
Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 


17.Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) ten (10) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) three (3) days after deposit
with a recognized overnight courier service, specifying delivery within three (3) days, with written verification of receipt. All
communications shall be sent:


 


(a)To Indemnitee
at the address set forth below Indemnitee signature hereto.


 


		(b)	To the Company at:



 


______________________________

______________________________

______________________________

Attention:______________________


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 






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18.Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute
one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature.


 


19.Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


20.Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the state or federal courts located in Clark County, Nevada (the “Nevada Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Nevada Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court,
and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has
been brought in an improper or inconvenient forum.


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement on and as of the day and year first above written.


 


	 	CRYOPORT, INC.
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


 


 


	 	INDEMNITEE
	 	 
	 	 
	 	Name:	 


 


	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 












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