cryx_8k-ex0414.htm


    Exhibit
4.1.4

     

    
      AMENDMENT
TO DEBENTURES AND WARRANTS, AGREEMENT AND WAIVER

      


      THIS AGREEMENT AND WAIVER (this “Agreement”) is entered into on
February 19, 2009, and is effective as of January 27, 2009 (the “Agreement Effective Date”) by
and among Cryoport, Inc.,
a Nevada corporation (the “Company”) and the Company’s
subsidiary Cryoport Systems,
Inc., a California corporation on the one hand, and Enable Growth Partners LP (“EGP”),
Enable Opportunity Partners LP (“EOP”), Pierce Diversified Strategy
Master Fund LLC, Ena (“Pierce”, together with
EGP, EOP and Pierce, the “Enable Funds”), and
BridgePointe Master Fund Ltd. (“BridgePointe,” together with
the Enable Funds, each individually referred to as a “Holder” and collectively as the
“Holders” or the “Investors”), on the other
hand.  Capitalized terms not defined in this Agreement shall have the
meanings ascribed to such terms in each of the Securities Purchase Agreements
(each as defined below) or in each of the Debentures (each as defined
below).

       

      WHEREAS, pursuant to a
Securities Purchase Agreement dated on or about September 27, 2007 (the “September 2007 Securities
Purchase
Agreement”) by and among the Company and EGP, EOP, Pierce and
BridgePointe (collectively, the “September 2007 Investors”),
the Company issued to the September 2007 Investors (a) an aggregate principal
amount equal to $4,707,705 of the
Company’s Original Issue Discount 8% Senior Secured Convertible Debentures, due
February 27, 2010 (the “September 2007 Debentures”),
and (b) common stock purchase warrants to purchase an aggregate of 8,406,617 shares
of Common Stock, with initial exercise prices of $0.90, $0.92 and $1.60 per share (the
“September 2007
Warrants” and together with the September 2007 Debentures, collectively
referred to herein as the “September 2007 Securities”);

       

      WHEREAS, pursuant to a
Securities Purchase Agreement dated on or about May 30, 2008 (the “May 2008 Securities Purchase Agreement,” together with the September
2007 Securities Purchase Agreement, collectively referred to herein as the “Securities Purchase Agreements”) by and among the
Company and BridgePointe (the “May 2008 Investor”), the Company issued
to the May 2008 Investor
(a) an aggregate principal amount equal to $1,250,000 of the
Company’s Original Issue Discount 8% Secured Convertible Debentures, due
December 1, 2010 (the “May 2008  Debenture,” and, together
with the September 2007 Debentures, collectively referred to herein as the
“Debentures”), and (b)
common stock purchase warrants to purchase an aggregate of 2,976,190 shares of
Common Stock, with initial exercise prices of $0.92 and $1.35 per share (the
“May 2008 Warrants,”
which together with the September 2007 Warrants, are collectively referred to
herein as the “Warrants,” and the May 2008
Warrants together with the May 2008 Debenture, are collectively referred to
herein as the “May 2008 Securities, ” and the September 2007 Securities together with the May
2008 Securities are collectively referred to herein as the “Securities”);

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      WHEREAS, pursuant to Section
6(b) of the September 2007 Debentures, on each Monthly Redemption Date,
beginning February 1, 2008, the Company was required to redeem the Monthly
Redemption Amount (the “September 2007 Monthly
Redemption”);

       

      WHEREAS, pursuant to the
Amendment to Debentures, Agreement and Waivers entered into on or about April
30, 2008 (the “April 30, 2008 Waiver”) and the
Amendment to Debentures, Agreement and Waivers entered into on or
about August 29, 2008 (the “August 29, 2008 Waiver”), the
September 2007 Monthly Redemption Amounts originally due on May 1, 2008 through
and including December 1, 2008 (the “Deferred September 2007 Monthly
Redemption Payments”) were deferred until January 1, 2009;

       

      WHEREAS, pursuant to Section
6(b) of the May 2008 Debentures, on each Monthly Redemption Date, beginning on
January 31, 2009, the Company was required to redeem the Monthly Redemption
Amount (the “May 2008 Monthly Redemption” and,
together with the September 2007 Monthly Redemption, collectively referred to
herein as the “Monthly
Redemption”);

       

      WHEREAS, pursuant to Section 2
of the September 2007 Debentures, the Company was required to make payments of
interest, quarterly on each January 1, April 1, July 1 and October 1, beginning
on January 1, 2008;

       

      WHEREAS, pursuant to the
August 29, 2008 Waiver, the interest payments due with respect to the September
2007 Debentures on October 1, 2008 and January 1, 2009 were rolled into the
balance of the September 2007 Debentures;

       

      WHEREAS, pursuant to Section 2
of the May Debentures, the Company was required to make payments of interest,
quarterly on each January 1, April 1, July 1 and October 1, beginning on January
1, 2009;

       

      WHEREAS, it is the intention
of the Company and the Investors that the holding periods for the Debentures and
the Warrants, in each case, as amended hereby, will tack to, and run from, the
Original Issue Dates of the Debentures and the Warrants, respectively;
and

       

      WHEREAS, the Company and the
Investors now desire that the terms of the Debentures and the Warrants be
modified and have entered into this Agreement to document their agreement
regarding such modifications.

       

      NOW THEREFORE, in
consideration of the mutual promises and agreements contained herein, and
intending to be legally bound hereby, the undersigned parties hereby agree as
follows:

      


      Incorporation of Preliminary
Statements. The Recitals set forth above by this reference hereto are
hereby incorporated into this Agreement.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      
 

      1. Issuance of Restricted
Shares.  In consideration for forbearance of the principal and
interest payments of the Debentures described in this Agreement, the Company
shall issue 200,000 restricted shares of common stock to BridgePointe and
200,000 restricted shares of common stock, in the aggregate, to the Enable Funds
collectively.  The Holders agree that such issuance of restricted
common stock for the forbearance of the principal and interest payments shall
not cause a further reset in the conversion price of the Debentures or the
related warrants and waive the reset provisions for these
issuances.

      


      2. Increase in Authorized
Shares.  In addition to any existing obligations of the Company
under the Transaction Documents (as defined in the Securities Purchase
Agreements, respectively), the Company shall hold a shareholders meeting and put
before the shareholders a proposal to increase authorized shares from
125,000,000 to 250,000,000, following the requirements set forth in the
Company’s by-laws, within 9 months from the date of this agreement. The Company
shall use its best efforts to obtain stockholder approval of an increase in such
authorized number of shares.  Should the available amount of
authorized, unissued and unreserved shares fall below 5,000,000 then the Company
shall accelerate these efforts and put the proposal before the shareholders
within 90 days from such date of said event.

       

      3. Confirmation of Outstanding
Principal Amounts of the Debentures.  The Company and the
Holders acknowledge that the outstanding principal amounts of the respective
September 2007 Convertible Debentures and May 2008 Convertible Debentures, as of
January 1, 2009, are as set forth in Schedule “A”
hereto.

       

      4. Adjustment to Conversion
Price of the Debentures.  The definition of “Conversion Price” in
Section 4(b) of each of the Debentures is hereby deleted and replaced in its
entirety with the following:

      


      “Conversion
Price.  The conversion price in effect on any Conversion Date
shall be equal to $0.51, subject to adjustment herein (the “Conversion
Price”).”

      


      5. Definition of Monthly
Interest Payment Date.  The definition of “Monthly Interest Payment
Date” shall be added, in alphabetical order, to Section 1 of each of the
Debentures, and have the following meaning:

      


      “Monthly Interest Payment
Date shall have the meaning set forth in Section 2 (f).”

      


      6. Deferral of Interest
Payments; Payment of Interest in Common Shares.

      


      Section 2 “Interest” of the
Debentures shall be amended by adding the following language as a new paragraph
to the end of subsection (a) of such Section 2 as follows:

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
 

      Payment of Interest Due
January 1, 2009 through July 1, 2009.  For purposes hereof,
“Monthly Interest Payment Date” shall mean the first trading day of each
calendar month, beginning on March 1, 2009.  Notwithstanding the
above, no interest payment shall be due on January 1,
2009.  Commencing on March 1, 2009, through and including July 1, 2009
(the “Monthly Interest Payment Period”), the Company shall pay all accrued and
unpaid interest to the Holder on each Monthly Interest Payment
Date.  Each payment of interest during the Monthly Interest Payment
Period shall be made in duly authorized, validly issued, fully paid and
non-assessable shares of Common Stock, which shall not contain any restrictive
legends, at the conversion rate of rate of $0.40 per share (the dollar amount to
be paid in shares, also referred to as the “Interest Share
Amount); provided, however, that payment
of interest in shares of Common Stock during the Monthly Interest Payment Period
may occur only if (i) the average daily trading volume for the twenty (20)
trading days immediately preceding the applicable Monthly Interest Payment Date
exceeds $15,000 (ii) the average of the VWAPs for the 10 consecutive trading
days immediately preceding the applicable Monthly Interest Payment Date, equals
or exceeds $0.40 and (iii) the Interest Payment Shares are freely tradeable
without volume limitations under Rule 144(d)(i)(1).  If any one or
more of the above conditions are not satisfied, then the interest amounts
otherwise due on such Monthly Interest Payment Date shall be added to the
principal balances of the Debentures.  If the conditions are met for
payment of the interest in shares during the Monthly Interest Payment Period,
the appropriate number of shares are to be issued by the Company and delivered
to the Holder’s account with The Depository Trust Company on the applicable
Monthly Interest Payment Date.   The Holders agree that such
issuances of stock for the payment of interest shall not cause a further reset
in the conversion price of the Debentures or the related warrants and waive the
reset provisions for these issuances.

       

      If
the company does not meet the conditions to pay interest in stock, and interest
amounts otherwise due are added to the principal amount of the Debenture, the
Company shall, within one (1) business day of the interest payment date either
(i) deliver a new Debenture reflecting the increased principal amount or (ii)
deliver an officer’s certificate, signed by an authorized officer of the
Company, to each Holder confirming the new principal amount of the Holder’s
Debenture (and the Debenture Holders’ records shall be controlling with respect
to the determination of the principal amount of the Debenture, absent manifest
error). 

       

      Commencing
on August 1, 2009 and thereafter, the Company shall once again pay interest
quarterly on each January 1, April 1, July 1 and October 1 in accordance with
the first paragraph of Section 2(a) above.

       

      The
parties to this Agreement agree and acknowledge that the amount of accrued and
unpaid interest for each of the Debentures as of March 1, 2009 (the “March 1
2009 Interest Amount”), will be the amount set forth in the Schedule “A”
attached hereto, and that such amount will be paid by the Company, in accordance
with the terms hereof, on the March 1, 2009.

       

      7.  Amendment to Monthly
Redemption Date of the Debentures. The definition of “Monthly Redemption
Date” in Section 1 of each Debenture and in the Amendment to Original
Issue Discount 8% Senior Secured Convertible Debentures, dated the 19th of
February 2008, is hereby deleted and replaced in its entirety with the
following:

      


      “Monthly Redemption
Date” means the 1st of each
month, commencing immediately upon August 1, 2009, and terminating upon the full
redemption of this Debenture.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      8.  Amendment to Monthly
Redemption Amount of the Debentures. The definition of “Monthly Redemption
Amount” in Section 1 of each Debenture and in the Amendment to Original
Issue Discount 8% Senior Secured Convertible Debentures, dated the 19th of
February 2008, is hereby deleted and replaced in its entirety with the
following:

      


      


      “Monthly Redemption
Amount” means an amount equal to the outstanding amount of such Holder’s
Debenture as of August 1, 2009, divided by 12.”

       

      9.         Amendment to Maturity Date
of Debentures.  The “Maturity Date,” as defined in the second
paragraph of each of the Debentures, is hereby amended to mean July 1,
2010.

       

      10. Equity Dilution Adjustment
to Number of Warrants.  In consideration of the terms hereof,
so long as any of the Debentures remain outstanding, anytime that the Company
issues equity securities or securities that are convertible or exchangeable into
equity securities (as applicable, a “Triggering Issuance”), and immediately
following such offering, the sum of all of the Holders’ Deemed Holder Fully
Diluted Amounts (as defined below) is less than 31.5% of Company Fully Diluted
Amount (as defined below), the Company shall issue to each Holder a number of
warrants (the “Makeup
Warrants”) equal to (a) the Holder’s Pro Rata Share (as defined below) of
the Minimum Fully Diluted Amount, where the “Minimum Fully Diluted Amount”
shall mean 31.5% of the Company Fully Diluted Amount (as defined
below)  immediately following the Triggering Issuance, less (b) the
Holder’s Deemed Fully Diluted Amount immediately prior to the Triggering
Issuance.

       

      For
purposes hereof,

       

       “Company Fully Diluted
Amount” shall mean the fully diluted number of shares of common stock of
the Company at the time in question.

       

      “Deemed Holder Fully Diluted
Amount,” for each Holder as of a given date, shall mean the sum of (i)
the Holder’s Initial Fully Diluted Amount (as defined below), plus (ii) the
increased number of Warrants, if any, that have been added to any of Holder’s
Warrants since March 1, 2009 by virtue of the antidilution provisions of the
Warrants, plus (iii) the number of Makeup Warrants, if any, previously issued to
the Holder hereunder.

       

      “Holder’s Initial Fully Diluted
Amount” shall mean the number of shares of common stock that would be
issuable upon the full conversion of Holder’s Debentures (including principal
amounts and accrued and unpaid interest) and upon the full exercise of Holder’s
Warrants as of March 1, 2009, including the issuance of restricted shares set
forth in Section 1 above, in each case without regard to any contractual
limitations on the amount that can be converted or exercised.

       

      “Pro Rata Share” shall mean
the principal amount of Debentures held by Holder as of the date hereof, divided
by the aggregate principal amount of Debentures held by all Holders as of the
date hereof.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      Each Holder’s Pro Rata Share and
Initial Fully Diluted Amount shall be as follows (the amounts set forth in the
following table shall govern absent manifest error):

       

      
        
          
            
              
                
                  
                    
                      	
                              Orig
      Date

                            	
                              Holder

                            	
                              Pro
      Rata Share

                            	
                              Holder’s
      Initial Fully Diluted Amount

                            
	
                              May
      2008

                            	
                              BridgePointe
      Master Fund Ltd.

                            	
                              22.6%

                            	
                              8,363,635

                            
	
                              Sep
      2007

                            	
                              BridgePointe
      Master Fund Ltd.

                            	
                              25.6%

                            	
                              9,317,768

                            
	
                              Sep
      2007

                            	
                              Enable
      Growth Partners LP

                            	
                              43.1%

                            	
                              15,660,510

                            
	
                              Sep
      2007

                            	
                              Enable
      Opportunity Partners LP

                            	
                              7.6%

                            	
                              2,767,756

                            
	
                              Sep
      2007

                            	
                              Pierce
      Diversified Strategy Master Fund LLC, Ena

                            	
                              1.1%

                            	
                              383,523

                            


                    

                  

                

              

            

          

        

      

      


       

      It is
further understood that any issuance of shares of common stock, warrants,
securities convertible or exchangeable into common stock or options to
employees, officers, directors or consultants of the Company shall be subject to
the 31.5% Agreement calculation above and not considered an Exempt Issuance (as
further defined in the Securities Purchase Agreement dated September 27, 2007)
for the purpose of this section and calculating the 31.5% only.  It is
also understood that the rights afforded to the Company under the definition of
Exempt Issuance in each of the Securities Purchase Agreements remain, provided
that no right is granted hereby to issue any securities which the Transaction
Documents otherwise prohibit.

       

      It is
expressly understood that this section does not modify the full ratchet
anti-dilution rights (including but not limited to Section 5 of the Debenture
and Section 3 of the Warrants) currently afforded to the Holders of the existing
Debentures and Warrants (as defined herein).   The exempt
issuances under Section 5 (b) of the Debentures are not exempt for the purposes
of the 31.5% calculation above.

       

      The
Makeup Warrants shall be in the same form as the original Warrants issued,
except that the Exercise Price of the Makeup Warrants shall equal the issuance
price per share of the equity securities that triggered the issuance of the
Makeup Warrants (the “Triggering Issuance”) and the “Termination Date” of each
Makeup Warrant shall be five (5) years from its date of
issuance.   Each of the Transaction Documents is hereby amended
such that any reference to “Warrants” therein shall include the Makeup Warrants
and any reference to “Warrant Shares” shall include the shares issuable upon
exercise of the Makeup Warrants.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

      11.       Renumbering of Miscellaneous
Section. “Section 9 – Miscellaneous” of the Debentures shall be retitled
as “Section 10 Miscellaneous.

       

      12. Additional Covenants to the
Debenture.  A new section entitled “Section 9 Additional Covenants”
shall be added to each of the Debentures in the correct numerical order as
follows:

       

      “Section 9 Additional Covenants.
The Company agrees to abide by the following covenants.  Such
covenants which will remain effective until June 30, 2009 except for covenants
b, d, e and f which will remain effective until the earlier of (x) June 30, 2009
or (y) the date that Company successfully completes an otherwise allowable
additional funding, after February 10, 2009,  in an amount of at least
$2.5 million dollars, provided that such funding is not otherwise prohibited by
the terms of this Debenture or by the terms of any of the Transaction
Documents:

       

      a. The
Company shall maintain a total cash balance of no less than $85,000 at all times
from the date hereof through June 30, 2009.  

       

      b. The
Company shall have an average monthly operating cash burn of no more than
$185,000 for the three month periods ended March 31, 2009 and June 30,
2009.  Operating cash burn is defined by taking net income (or loss)
and adding back all non-cash items, and excludes changes in assets, liabilities
and financing activities (i.e. the top section of the Consolidated Statement of
Cash Flows as publicly reported in the Company’s Consolidated Financial
Statements).

       

      c. The
Company shall have a minimum current ratio of 1 to 1 at all times from the date
hereof through March 31, 2009 and .8 to 1 for the period from April 1, 2009
through June 30, 2009. This calculation is to be made by excluding the
current interest and current portions of notes payable from current liabilities
for the current ratio for the reporting periods ending March 31, 2009 and June
30, 2009.

       

      d. Accounts
Payable shall not exceed $310,000 at any time during the period from the date
hereof through March 31, 2009 and shall not exceed $340,000 at any time during
the period from April 1, 2009 through June 30, 2009. Accrued Salaries shall not
exceed $306,000 at any time during the period from the date hereof through March
31, 2009 and shall not exceed $360,000 at any time during the period from April
1, 2009 through June 30, 2009.

       

      e. The
Company shall suspend all note payments due for January 2009 through June 2009
under the Note Payable to Officer (as defined in the Company’s Form 10-Q for the
period ended September 30, 2008) and shall use its best efforts to immediately
secure a signed waiver from the note holder.

       

      f. The
Company shall not make any revisions to the terms of the existing contractual
agreements for the Notes Payable to Officer (other than required in 9e above),
Related Party Notes Payable (as defined in the Company’s Form 10-Q for the
period ended September 30, 2008) and the Line of Credit (as defined in the
Company’s Form 10-Q for the period ended September 30, 2008).

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

       

      In
the event that the Company fails to comply with any of the covenants set forth
in Section 9 above (a “Covenant Failure”), such failure shall constitute an
Event of Default under the September 2007 Debenture and the May 2008
Debenture.  The Company shall notify the debt holders within five (5)
business days of the Company’s knowledge of any Covenant Failure, provided that,
the Company shall not provide the debt holders with notification of any Covenant
Failure if any debt holder has requested not to be provided with such
information for a specified period of time.  In the event that the
Company notifies the debt holders of Covenant Failure, then, the Company shall
publicly disclose such Covenant Failure on a Form 8-K within five (5) business
days of such disclosure to debt holders, or as otherwise required by the rules
of the Securities Exchange Commission.”

       

      13. Amendment to Securities
Purchase Agreement to Add Right to Appoint a Board Member.  A
new “Section
4.19 Right to
Appoint of Board Member” shall be added to the  May 2008
Securities Purchase Agreement, immediately following Section 4.18 thereof, as
follows:

       

      “Section 4.19 Right to Appoint Board
Member.  At any time after the date hereof that there is not a
nominee of BridgePointe Master Fund Ltd. (“BridgePointe”) serving on the
Company’s Board of Directors, until such time as the Company has paid six (6)
consecutive monthly principal and interest payments in full and on
time,  BridgePointe (either itself or through its investment manager,
Roswell Capital Partners, LLC (“RCP”)), at its option, may
recommend a nominee, chosen at BridgePointe’s own discretion (the “BridgePointe Nominee”) to the
Company’s Board of Directors.  The Company agrees that its Board of
Directors, or the Nominating Committee of the Board, as applicable, shall
appoint the BridgePointe Nominee as a member of the Company’s Board of
Directors, provided that the BridgePointe Nominee meets the minimum
qualifications for the position set forth in the Company’s Articles of
Incorporation, By-Laws, Nominating Committee Charter, or any other document
setting forth the requirements for qualification and appointment of such
Nominee.  After such appointment, the Company and its Board of
Directors shall cause the Committee responsible for electing the slate of
directors to be presented to the shareholders for approval at the next annual
shareholders meeting to include the BridgePointe Nominee, and shall use their
best efforts to obtain shareholder ratification of the appointment of the
Buyer’s Nominee at the next shareholder meeting.

       

      The
BridgePointe Nominee may resign from the Company’s Board of Directors at any
time.  The Company understands that BridgePointe’s nominee to the
Company’s Board of Directors is an employee of RCP, which is the Investment
Manager for BridgePointe.  BridgePointe agrees to have the
BridgePointe Nominee execute an agreement whereby the BridgePointe Nominee
acknowledges and agrees that all material non-public information regarding the
Company which is revealed to the BridgePointe Nominee in his role as a board
member, will be kept confidential and further that a “Chinese Wall” exists in
the office of BridgePointe and its related company RCP (a “Chinese Wall
Acknowledgment”). The Company agrees that subject to receipt a Chinese Wall
Acknowledgment, inside, confidential or non-public information disclosed to the
BridgePointe Nominee shall not be imputed to BridgePointe or RCP, or either or
their  employees or any of their affiliates, and the Company agrees
not to restrict any of the following based upon the disclosure of material
non-public information to the BridgePointe Nominee: (i) the issuance of common
stock to BridgePointe upon conversion of its Debentures or exercise of its
Warrants, or (ii) the issuance to BridgePointe of shares of freely trading,
unlegened shares of common stock and the removal of restrictive legends from
shares of common stock, in each case where otherwise allowed  under
the transaction documents.”

       

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

      14. Adjustment to Warrant
Exercise Price, Antidilution Adjustment to Number of Warrants and Extension of
Term of Warrants:


       

      (a) In
consideration for the terms hereof, the Exercise Price (as defined in each of
the Warrants) of each of the Warrants (as “Warrants” is defined in the 2007
Securities Purchase Agreement and the May 2008 Securities Purchase Agreement,
respectively) is hereby decreased to $0.60 (to the extent that such exercise
price was previously above $0.60), subject to further adjustment
therein.


       

      (b)
Related to the decrease of the Exercise Price of the Warrants to $0.60, the
number of shares of the Warrants underlying the May 2008 Convertible Debenture
Holders, respectively, are hereby proportionally increased as shown in the table
attached as Schedule
“B” hereto, and the number of Warrants underlying the September 2007
Debentures of the Enable Funds, respectively, are hereby proportionally
increased by mutual agreement as shown in the table attached as Schedule “B”
hereto.


       

      (c) The
terms of each of the existing Warrants are hereby amended such that on the
“Termination Date” (as defined in each Warrant, respectively) shall mean January
1, 2014.


       

      15. Additional Covenants to the
Security Agreement.  For purposes hereof, “Security Agreement”
shall mean the Security Agreement by and between the parties dated on or about
September 27, 2007.  A new subsection “(qq)” shall be added to the
Security Agreement (as defined below) immediately following subsection (pp) of
Section 4 thereof, as follows:


       

      “(qq)  The
Debtors agree to abide by the following covenants.   Such
covenants will remain effective so long as any Obligations (as defined herein)
remain outstanding:

       

      The
Debtors each agree, as soon as possible but in any event by not later than
March 6, 2009, and failure to do so will constitute a default of this
Security Agreement and a default and acceleration of the
Debentures:

       

      (i)
to cause the security interests contemplated by this Security Agreement with
respect to all Intellectual Property registered at the United States Copyright
Office or United States Patent and Trademark Office or any foreign patent or
trademark office to be duly recorded at the applicable office,

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      (ii)
to prepare and record an appropriate Assignment for Security in the United
States Patent and Trademark Office and the United States Copyright Office and
any applicable foreign patent or trademark office, with respect to any
Intellectual Property of the Company currently existing and not covered by an
appropriate Assignment for Security,

       

      (iii)
to give the Secured Parties notice whenever it acquires (whether absolutely or
by license) or creates any additional material Intellectual Property,
and

       

      (iv)
after acquiring any additional material Intellectual Property, to make any and
all of the applicable filings and assignments required in subsections (i) or
(ii) above within fifteen (15) days of such acquisition.

       

      The
term “Intellectual Property” shall expressly include, but is not limited to, the
following patents and trademarks registered with the United States Patent and
Trademark Office in the name of Cryoport Systems, Inc.:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	
                                  Type:

                                	 
      	
                                  No.

                                	 
      	
                                  Issued

                                	 
      	
                                  Expiration

                                
	 
      	
                                  Patent

                                	 
      	
                                  6,467,642

                                	 
      	
                                  Oct.
      22, 2002

                                	 
      	
                                  Oct.
      21, 2022

                                
	 
      	
                                  Patent

                                	 
      	
                                  6,119,465

                                	 
      	
                                  Sep.
      19, 2000

                                	 
      	
                                  Sep.
      18, 2020

                                
	 
      	
                                  Patent

                                	 
      	
                                  6,539,726

                                	 
      	
                                  Apr.
      1, 2003

                                	 
      	
                                  Mar
      31, 2023

                                
	 
      	
                                  Trademark

                                	 
      	
                                  7,583,478,7

                                	 
      	
                                  Oct.
      9, 2002

                                	 
      	
                                  Oct.
      8, 2012

                                
	 
      	
                                  Trademark

                                	 
      	
                                  7,586,797,8

                                	 
      	
                                  Apr.
      16, 2002

                                	 
      	
                                  Apr.
      16, 2012

                                
	 
      	
                                  Trademark

                                	 
      	
                                  7,748,667,3

                                	 
      	
                                  Feb.
      3, 2009

                                	 
      	
                                  Feb.
      3,
2019

                                


                        

                      

                    

                  

                

              

            

          

        

      

      


       

      In
the event that any of the Debtors fail to comply with any of the covenants set
forth in this subsection 4(qq) above (a “Covenant Failure”), such failure shall
constitute an Event of Default under the September 2007 Debenture and the May
2008 Debenture (as each such term is defined in the Amendment to Debentures and
Warrants, Agreement and Waiver by and between the Company, the Debtors and the
Secured Parties, dated on or about February 19, 2009).  The Company
shall notify the Secured Parties within five (5) business days of the Company’s
knowledge of any Covenant Failure, provided that, the Company shall not provide
the Secured Parties with notification of any Covenant Failure if any Secured
Parties has requested not to be provided with such information for a specified
period of time.  In the event that the Company notifies the Secured
Parties of Covenant Failure, then, the Company shall publicly disclose such
Covenant Failure on a Form 8-K within five (5) business days of such disclosure
to debt holders, or as otherwise required by the rules of the Securities
Exchange Commission.” 

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

       

      16.  Breach of Covenants as an
Event of Default.   In consideration of the terms hereof,
the Company and the Holders agree that it shall constitute an “Event of Default”
pursuant to each of the Debentures if the Company shall fail to observe any
covenant or other agreement set forth in this Agreement which is not cured
within five (5) Trading Days of such failure.


       

      17. Effect on Transaction
Documents. Subject to the waivers
and amendments provided herein, all of the terms and conditions of the
Transaction Documents shall continue in full force and effect after the
execution of this Agreement and shall not be in any way changed, modified or
superseded by the terms set forth herein, including but not limited to, any
other obligations the Company may have to the Investors under the Transaction
Documents provided however that references to
Securities, Debentures, Warrants and Underlying Shares in the Transaction
Documents shall include such securities, as
amended hereby, and the shares underlying such Securities,
respectively.  Except as expressly set forth herein, this
Agreement shall not be deemed to be a waiver, amendment or modification of any
provisions of the Transaction Documents or of any right, power or remedy of the
Investors, or constitute a waiver of any provision of the Transaction Documents
(except to the extent herein set forth), or any other document, instrument
and/or agreement executed or delivered in connection therewith, in each case
whether arising before or after the date hereof or as a result of performance
hereunder or thereunder.  The Investors reserve all rights, remedies,
powers, or privileges available under the Transaction Documents, at law or
otherwise.  This Agreement shall not constitute a novation or
satisfaction and accord of the Transaction Documents or any other document,
instrument and/or agreement executed or delivered in connection therewith,
including, without limitation, the Security Agreement. 


       

      18. Notices. Any and all
notices or other communications or deliveries required or permitted to be
provided hereunder shall be delivered as set forth in the applicable Transaction
Document.


       

      19. Successors and
Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to
the benefit of the Investors. The Company may not assign (except by merger) its
rights or obligations hereunder without the prior written consent of the
Investors.  The Investors may assign their respective rights hereunder
in the manner and to the Persons as permitted under the applicable Transaction
Document.


       

      20. Execution and
Counterparts. This Agreement may be executed in two or more counterparts,
all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that both parties need not
sign the same counterpart.  In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature page were an original
thereof.

       

      


      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      21. Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Transaction Documents.


       

      22. Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, illegal, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


       

      23. Headings. The
headings in this Agreement are for convenience only, do not constitute a part of
this Agreement and shall not be deemed to limit or affect any of the provisions
hereof.


       

      24.       Effectiveness. The
effectiveness of this Agreement shall be expressly conditioned upon the
Investors’ receipt, on or before the date hereof, of (i) a certificate, dated as
of the date hereof, executed by the Chief Executive Officer of the Company
certifying that, to the best knowledge of the Chief Executive Officer after
reasonable investigation, no Event of Default, except as expressly waived in
this Agreement, and no event which, with the giving of notice or passage of time
(or both), would constitute an Event of Default under the Debentures has
occurred or is continuing, , and (ii) all documents required to be delivered by
the Company hereunder shall have been executed and delivered to the
Investors.  In the event the foregoing items are not delivered to the
Investors, all of the consents, amendments and waivers of the Investors
contained herein shall be null and void.  The effectiveness of this
Agreement shall also be expressly conditioned upon the accuracy of all of the
representations and warranties of the Company and the performance by the Company
(and all of its subsidiaries) of their obligations under this
Agreement.

       

      25. Representations and
Warranties; Corporate Authority.  The Company hereby makes the
representations and warranties set forth below to the Holders that as of the
date of its execution of this Agreement:

       

      (a) The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.  The execution and
delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of such Company and no further action is required by such
Company, its board of directors or its stockholders in connection
therewith.  This Agreement has been duly executed by the Company and,
when delivered in accordance with the terms hereof will constitute the valid and
binding obligation of the Company enforceable against the Company in accordance
with its terms except (i) as limited by general equitable principles and
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable
law.


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

      (b) The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby do not and
will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or
charter documents, or (ii) conflict with, or constitute a default (or an event
that with notice or lapse of time or both would become a default) under, result
in the creation of any lien upon any of the properties or assets of the Company,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any material
agreement, credit facility, debt or other material instrument (evidencing
Company debt or otherwise) or other material understanding to which the Company
is a party or by which any property or asset of the Company is bound or
affected, or (iii) conflict with or result in a violation of any law, rule,
regulation, order, judgment, injunction, decree or other restriction of any
court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or
asset of the Company is bound or affected.

       

      (c) No
consideration has been offered or paid to any person to amend or consent to a
waiver, modification, forbearance or otherwise of any provision of any of the
Transaction Documents.


       

      (d) All of
the Company’s warranties and representations contained in this Agreement shall
survive the execution, delivery and acceptance of this Agreement by the parties
hereto.  [The  Company expressly reaffirms that each of the
representations and warranties set forth in the Securities Purchase Agreement,
continues to be true, accurate and complete, and the Company hereby remake and
incorporate herein by reference each such representation and warranty as though
made on the date of this Agreement.]

      


      26. Amendments and
Waivers.  No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and the Holders or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought.  No waiver of any
default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of
any subsequent default or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of either party to exercise
any right hereunder in any manner impair the exercise of any such
right.

       

      27. Joint
Preparation.  Each of the parties hereto acknowledges that this
Agreement has been prepared jointly by the parties hereto, and shall not be
strictly construed against either party.

       

      
        
           

        

        
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      28. Amendments Not Effective
Until All Parties Agree.  The amendments herein shall not be
effective unless and until the Company, its undersigned subsidiaries and all of
the Holders of the Debentures shall have agreed to the terms and conditions
hereunder.


       

      29. Disclosure and Filing of
8-K.  Except with respect to the
material terms and conditions of the transactions contemplated by this
Agreement, the Company confirms that
neither it nor any other Person acting on
its behalf has provided any of the Investors or their agents or counsel with any
information that it believes constitutes or might constitute material, nonpublic
information. On or before the second (2nd) Trading Day immediately following the date
hereof, the Company shall file a Current
Report on Form 8-K, reasonably acceptable to each Investor disclosing the
material terms of the transaction contemplated hereby, which shall include this
Agreement as an attachment hereto.


       

      30. INDEPENDENT NATURE OF
INVESTORS’ OBLIGATIONS AND RIGHTS.  THE COMPANY HAS ELECTED TO
PROVIDE ALL INVESTORS WITH THE SAME TERMS AND FORM OF THIS AGREEMENT FOR THE
CONVENIENCE OF THE COMPANY AND NOT BECAUSE IT WAS REQUIRED OR REQUESTED TO DO SO
BY THE INVESTORS.  THE OBLIGATIONS OF EACH INVESTOR UNDER THIS
AGREEMENT, AND ANY TRANSACTION DOCUMENT ARE SEVERAL AND NOT JOINT WITH THE
OBLIGATIONS OF ANY OTHER INVESTOR, AND NO INVESTOR SHALL BE RESPONSIBLE IN ANY
WAY FOR THE PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS OF ANY OTHER
INVESTOR UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENT. NOTHING
CONTAINED HEREIN OR IN ANY TRANSACTION DOCUMENT, AND NO ACTION TAKEN BY ANY
INVESTOR PURSUANT THERETO, SHALL BE DEEMED TO CONSTITUTE THE INVESTORS AS A
PARTNERSHIP, AN ASSOCIATION, A JOINT VENTURE OR ANY OTHER KIND OF ENTITY, OR
CREATE A PRESUMPTION THAT THE INVESTORS ARE IN ANY WAY ACTING IN CONCERT OR AS A
GROUP WITH RESPECT TO SUCH OBLIGATIONS OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT OR THE TRANSACTION DOCUMENTS.  EACH INVESTOR SHALL
BE ENTITLED TO INDEPENDENTLY PROTECT AND ENFORCE ITS RIGHTS, INCLUDING
WITHOUT LIMITATION, THE RIGHTS ARISING OUT OF THIS AGREEMENT OR OUT OF THE OTHER
TRANSACTION DOCUMENTS, AND IT SHALL NOT BE NECESSARY FOR ANY OTHER INVESTOR TO
BE JOINED AS AN ADDITIONAL PARTY IN ANY PROCEEDING FOR SUCH PURPOSE. EACH
INVESTOR HAS BEEN REPRESENTED BY ITS OWN SEPARATE LEGAL COUNSEL IN THEIR REVIEW
AND NEGOTIATION OF THIS AGREEMENT AND THE TRANSACTION DOCUMENTS.

       

      


      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the
parties have duly executed this Agreement to Debentures and Warrants, Agreement
and Waiver as of the date first written above.

      


      


      


      CRYOPORT,
INC.

      


      


      


      By: 
/s/ Peter Berry            

      Name:
Peter Berry

      Title:
Chief Executive Officer

      


      


      CRYOPORT
SYSTEMS, INC.

      


      


      


      By: /s/ Peter Berry            

      Name:
Peter Berry

      Title:
Chief Executive Officer

      


      


       

      


       

      [signature page Holders/Investors
follows]

       

      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      Convertible
Debenture Holders’ Signature Page

       

      BRIDGEPOINTE MASTER FUND
LTD.

       

      


       

       By: 
/s/ Eric S.
Swartz            

       

      Name:
Eric S. Swartz              


       

      Title:
Director                

       

      ENABLE GROWTH PARTNERS
LP

       

      


       

      By: 
/s/ Adam Epstein            

       

      Name:
Adam Epstein            

       

      Title:
Principal                

       

      


       

      ENABLE OPPORTUNITY PARTNERS
LP

       

      


       

      By: 
/s/ Adam Epstein            

       

      Name:
Adam Epstein            

       

      Title:
Principal                

       

      


       

      PIERCE DIVERSIFIED STRATEGY MASTER
FUND LLC, ENA

       

      


       

      By: /s/ Adam Epstein            

       

      Name:
Adam Epstein            

       

      Title:
Principal                

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

       

      SCHEDULE
“A”

       

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                Orig
      Date

                              	
                                Convertible
      Debenture Holder

                              	
                                Conv.
      Debt Principal Balances

                              	
                                Accrued
      and Unpaid 

                                Interest
      as of  March 1, 2009

                              
	
                                May
      2008

                              	
                                BridgePointe
      Master Fund Ltd.

                              	
                                $1,250,000.00

                              	
                                $75,555.56

                              
	
                                Sep
      2007

                              	
                                BridgePointe
      Master Fund Ltd.

                              	
                                $1,906,563.93

                              	
                                $25,420.85

                              
	
                                Sep
      2007

                              	
                                Enable
      Growth Partners LP

                              	
                                $2,812,992.00

                              	
                                $37,506.56

                              
	
                                Sep
      2007

                              	
                                Enable
      Opportunity Partners LP

                              	
                                $497,153.28

                              	
                                $6,628.71

                              
	
                                Sep
      2007

                              	
                                Pierce
      Diversified Strategy Master Fund LLC, Ena

                              	
                                $68,889.60

                              	
                                $918.53

                              


                      

                    

                  

                

              

            

          

        

      

       

       

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      SCHEDULE
“B”

       

      


       

      


       

      
        
          
            
              
                
                  
                    
                      	
                              Origination
      Dates

                            	
                              Warrant
      Holder

                            	
                              No.
      of Warrants at Current Exercise Prices

                            	
                               Proportional
      

                              Increase

                            	
                              No.
      of Warrants at 

                              $0.60
      Exercise Prices

                            
	
                              May
      2008

                            	
                              BridgePointe
      Master Fund, Ltd

                            	
                              2,976,190

                            	
                              2,653,770

                            	
                              5,629,960

                            
	
                              Sept
      2007

                            	
                              BridgePointe
      Master Fund, Ltd

                            	
                              5,409,661

                            	
                              -

                            	
                              5,409,661

                            
	
                              Sept
      2007

                            	
                              Enable
      Growth Partners LP

                            	
                              7,510,419

                            	
                              2,374,157

                            	
                              9,884,576

                            
	
                              Sept
      2007

                            	
                              Enable
      Opportunity Partners LP

                            	
                              1,327,352

                            	
                              419,596

                            	
                              1,746,948

                            
	
                              Sept
      2007

                            	
                              Pierce
      Diversified Strategy Master Fund LLC, Ena

                            	
                              183,929

                            	
                              58,143

                            	
                              242,072

                            


                    

                  

                

              

            

          

        

      

      
 

       

       

       

       

       

       

       

       

       

       

       

       

       

      18