REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 30, 2008, between CryoPort, Inc, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
UNDERWRITING AGREEMENT between CRYOPORT, INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters CRYOPORT, INC.Underwriting Agreement • June 12th, 2015 • Cryoport, Inc. • Plastics foam products • New York
The undersigned, Cryoport, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Cryoport, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
COMMON STOCK PURCHASE WARRANT CRYOPORT, INC.Security Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BridgePointe Master Fund Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CryoPort, Inc., a Nevada corporation (the “Company”), up to 1,488,095 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
3,750,000 Shares Cryoport, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2019 • Cryoport, Inc. • Arrangement of transportation of freight & cargo • New York
Introductory. Cryoport, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 3,750,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 3,750,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 562,500 Shares as provided in Section 2. The additional 562,500 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) and SVB Leerink LLC (“SVB Leerink”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are n
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 18th, 2014 • Cryoport, Inc. • Plastics foam products • Nevada
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________, 2014 between Cryoport, Inc., a Nevada corporation (the “Company”), and ______________ (“Indemnitee”).
CRYOPORT, INC. Shares of Common Stock (par value $0.001 per share) Sales AgreementSales Agreement • August 27th, 2018 • Cryoport, Inc. • Arrangement of transportation of freight & cargo • New York
Cryoport, Inc., a Nevada corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2008 between CryoPort, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT CRYOPORT, INC.Securities Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, BridgePointe Master Fund Ltd. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from CryoPort, Inc., a Nevada corporation (the “Company”), up to 1,488,095 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENTSecurity Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products • New York
This SECURITY AGREEMENT, dated as of May 30, 2008 (this “Agreement”), is among CryoPort, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount 8% Secured Convertible Debentures due December 1, 2010, and issued on May 30, 2008 in the original aggregate principal amount of $1,250,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
CRYOPORT, INC. Common Stock, $0.001 par value UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2017 • Cryoport, Inc. • Arrangement of transportation of freight & cargo • New York
CRYOPORT, INC. and U.S. Bank National Association as Trustee INDENTURE Dated as of November 12, 2021 0.75% Convertible Senior Notes due 2026Indenture • November 12th, 2021 • Cryoport, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of November 12, 2021, between Cryoport, Inc., a Nevada corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • June 12th, 2015 • Cryoport, Inc. • Plastics foam products • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [________________] [DATE THAT IS ONE YEAR FROM THE EFFECTIVE DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [___________________] [DATE THAT IS FIVE YEARS FROM THE EFFECTIVE DATE OF THE OFFERING].
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • February 11th, 2010 • Cryoport, Inc. • Plastics foam products • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of CryoPort, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of , 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) and common stock purchase warrants, underwritten by the Representative and the underwriters named in the Underwriting Agreement.
FORM OF DEALER-MANAGER AGREEMENTDealer-Manager Agreement • May 11th, 2016 • Cryoport, Inc. • Plastics foam products • New York
The following will confirm our agreement relating to the proposed subscription rights offering (the “Rights Offering”) to be undertaken by Cryoport, Inc., a Nevada corporation (the “Company”), pursuant to which the Company will distribute to holders of record of its common stock, par value $0.001 per share (the “Common Stock”), and holders of its warrants subscription rights (the “Rights”) as set forth in the Prospectus Supplement to be filed on or about ______, 2016 to the Company’s Form S-1 registration statement (File No. 333-210985) first filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 28, 2016, as amended, to subscribe for and purchase shares of Common Stock (the “Rights Shares”), at a subscription price to be determined by mutual agreement of the Company and the Dealer-Manager prior to the completion of the Rights Offering (the “Subscription Price”).
WARRANT AGREEMENT BETWEEN CRYOPORT, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY DATED AS OF _____________, 2010Warrant Agreement • February 9th, 2010 • Cryoport, Inc. • Plastics foam products • New York
This Agreement, dated as of __________, 2010, is between CryoPort, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
ContractWarrant Agreement • February 24th, 2012 • Cryoport, Inc. • Plastics foam products • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF AND ANY FAILURE PAYMENT SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
3,787,878 Shares CRYOPORT, INC COMMON STOCK (PAR VALUE $0.001 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • January 25th, 2021 • Cryoport, Inc. • Pharmaceutical preparations • New York
The undersigned understands that Morgan Stanley & Co. LLC (“Morgan Stanley”), Jefferies LLC (“Jefferies”), SVB Leerink LLC (“SVB Leerink”) and UBS Securities LLC (“UBS” and, together with Morgan Stanley, Jefferies and SVB Leerink, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Cryoport, Inc., a Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of the Common Stock, par value $0.001 per share of the Company (the “Common Stock”).
ASSET PURCHASE AGREEMENT by and between Cryogene, Inc., as Buyer, and CryoGene Partners, as Seller dated as of May 14, 2019Asset Purchase Agreement • May 14th, 2019 • Cryoport, Inc. • Arrangement of transportation of freight & cargo • Texas
This Asset Purchase Agreement (this “Agreement”), dated as of May 14, 2019, is entered into by and between Cryogene, Inc., a Texas corporation (“Buyer”) and CryoGene Partners, a Texas general partnership doing business as Cryogene Lab (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 19th, 2010 • Cryoport, Inc. • Plastics foam products • New York
THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made as of the __ day of August, 2010 by and between CryoPort, Inc., a Nevada corporation (the “Company”), and ____________________________ (the “Investor”).
ContractWarrant Agreement • March 4th, 2016 • Cryoport, Inc. • Plastics foam products • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN CRYOPORT, INC. AND BLACKSTONE FREEZE PARENT L.P. Dated as of October 1, 2020Registration Rights Agreement • October 1st, 2020 • Cryoport, Inc. • Pharmaceutical preparations • Nevada
This Agreement is entered into in connection with the closing of the issuance of 250,000 shares of the Series C Convertible Preferred Stock, which are convertible into shares of Common Stock, and 675,536 shares of Common Securities Pursuant to the Securities Purchase Agreement, dated as of August 24, 2020, by and between the Company and the Investor (the “Securities Purchase Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2024 • Cryoport, Inc. • Pharmaceutical preparations • Tennessee
This Employment Agreement (the “Agreement”) is made and entered into effective as of February 19, 2024 (the “Effective Date”) by and between Cryoport, Inc., a Nevada corporation (the “Company”), and Edward Zecchini (“Executive”). The Company and Executive are hereinafter collectively referred to as the “Parties,” and individually referred to as a “Party.”
ORIGINAL ISSUE DISCOUNT 8% SECURED CONVERTIBLE DEBENTURE DUE DECEMBER 1, 2010Convertible Security Agreement • June 11th, 2008 • Cryoport, Inc. • Plastics foam products • New York
THIS DEBENTURE is one of a series of duly authorized and validly issued Original Issue Discount 8% Secured Convertible Debentures of CryoPort, Inc., a Nevada corporation (the “Company”), having its principal place of business at 20382 Barents Sea Circle, Lake Forest, California 92630, designated as its Original Issue Discount 8% Secured Convertible Debenture due December 1, 2010 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2020 • Cryoport, Inc. • Pharmaceutical preparations • New York
Cryoport, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the initial purchasers (collectively, the “Initial Purchasers”) listed in Schedule I to the Purchase Agreement (as defined below), for whom Jefferies LLC and SVB Leerink LLC are acting as representatives, its 3.00% Convertible Senior Notes due 2025 (the “Notes”), upon the terms set forth in the Purchase Agreement by and among the Company and Jefferies LLC and SVB Leerink LLC, dated May 20, 2020 (the “Purchase Agreement”). Upon a conversion of Notes at the option of the holder thereof, the Company will be required to deliver shares of common stock of the Company, $0.001 par value per share (the “Common Stock”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy the Company’s obligations thereunder, the holders of the Notes will have the benefit of this registration rights agreement (this “Agreement”) pursuant to which the Company agrees with the Initial Purchasers for th
SELLING AGENCY AGREEMENT FOR CRYOPORT, INC. STOCK AND WARRANTSSelling Agency Agreement • October 19th, 2010 • Cryoport, Inc. • Plastics foam products • Minnesota
This Agency Agreement is entered into by and between CRYOPORT, INC., a Nevada corporation (the “Company”), and EMERGENT FINANCIAL GROUP, INC. (the “Selling Agent”) as of July 27, 2010.
Underwriting AgreementUnderwriting Agreement • October 19th, 2010 • Cryoport, Inc. • Plastics foam products • New York
As representative of the Underwriters named in Schedule I hereto, c/o Rodman & Renshaw, LLC 1251 Avenue of the Americas, 20th Floor New York, New York 10020
ContractWarrant Agreement • August 30th, 2016 • Cryoport, Inc. • Plastics foam products • Nevada
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (I) A REGISTRATION STATEMENT REGISTERING SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE, OR (II) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
WARRANT AGREEMENTWarrant Agreement • August 11th, 2016 • Cryoport, Inc. • Plastics foam products • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2016, is entered into by and between Cryoport, Inc., a Nevada corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Cryoport Inc. and Subsidiaries Unaudited Pro Forma Condensed Combined Financial InformationAsset Purchase Agreement • June 14th, 2019 • Cryoport, Inc. • Arrangement of transportation of freight & cargo
On May 14, 2019, Cryogene, Inc., a Texas corporation and a wholly owned subsidiary of Cryoport, Inc., a Nevada corporation (the “Company”), and CryoGene Partners, a Texas general partnership doing business as Cryogene Labs (“CryoGene”), entered into an Asset Purchase Agreement. The closing of the transaction contemplated in the Asset Purchase Agreement occurred simultaneously with the execution of the Asset Purchase Agreement on May 14, 2019. The Company paid consideration of $20.5 million in cash at closing. This amount is subject to a post-closing adjustment related to prepaid expenses and deferred revenue, as defined in the Asset Purchase Agreement.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • April 13th, 2016 • Cryoport, Inc. • Plastics foam products • New York
This Amendment (this “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of the Expiration Date (as defined in this Amendment), by and between Cryoport, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN CRYOPORT, INC., AND BTO FREEZE PARENT L.P. Dated as of August 24, 2020Securities Purchase Agreement • August 25th, 2020 • Cryoport, Inc. • Pharmaceutical preparations • Nevada
This SECURITIES PURCHASE AGREEMENT dated as of August 24, 2020 (this “Agreement”) is by and between Cryoport, Inc., a Nevada corporation (the “Company”), and BTO Freeze Parent L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used but not defined herein have the meanings assigned to them in Exhibit A.
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR...Warrant Agreement • October 19th, 2010 • Cryoport, Inc. • Plastics foam products • New York
This UNDERWRITER’S WARRANT (this “Warrant”) of CryoPort, Inc., a corporation duly organized and validly existing under the laws of the State of Nevada (the “Company”), is being issued pursuant to that certain Underwriting Agreement, dated as of February 25, 2010 (the “Underwriting Agreement”), by and among the Company and Rodman & Renshaw, LLC, as the representative of the underwriters named therein (the “Representatives”) relating to a firm commitment public offering (the “Offering”) of 1,666,667 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”) and 1,666,667 common stock purchase warrants, underwritten by the Representative and the underwriters named in the Underwriting Agreement.
SOLICITATION AGENCY AGREEMENT FOR TENDER OF WARRANTS IN PURCHASING SHARESSolicitation Agency Agreement • October 4th, 2016 • Cryoport, Inc. • Plastics foam products • Minnesota
This Solicitation Agency Agreement is entered into by and between CRYOPORT, INC., a Nevada corporation (“Issuer”), and Feltl AND COMPANY, iNC. (the “Solicitation Agent”) as of September 2, 2016.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2011 • Cryoport, Inc. • Plastics foam products • California
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February __, 2011, by and among CryoPort, Inc., a Nevada corporation (the “Company”), Emergent Financial Group, Inc., and the Unit Investors a signatory hereto (each a “Stockholder” and collectively the “Stockholders”).
PURCHASE AGREEMENT by and between CHART INDUSTRIES, INC.Purchase Agreement • August 25th, 2020 • Cryoport, Inc. • Pharmaceutical preparations • Delaware
This PURCHASE AGREEMENT, dated as of August 24, 2020 (this “Agreement”), is by and between Chart Industries, Inc., a Delaware corporation (“Parent”), and Cryoport, Inc., a Nevada corporation (“Buyer”).
