0000950123-11-032085 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 1st, 2011 • Cryoport, Inc. • Plastics foam products • California

THIS SECURITIES PURCHASE AGREEMENT (“Agreement”) is made by and between CryoPort, Inc., a Nevada corporation (the “Company”), and the investors a signatory hereto (the “Investors”) as of the date or dates of the Company’s execution hereof.

CONSENT TO PRIVATE PLACEMENT CO-AGENT
Consent to Private Placement Co-Agent • April 1st, 2011 • Cryoport, Inc. • Plastics foam products

This Consent to Private Placement Co-Agent (“Consent”) is by and between CryoPort, Inc., a Nevada corporation (the “Company”), and Emergent Financial Group, Inc. (“Emergent”) and is dated February 10, 2011.

SELLING AGENCY AGREEMENT FOR CRYOPORT, INC. COMMON STOCK AND WARRANTS
Selling Agency Agreement • April 1st, 2011 • Cryoport, Inc. • Plastics foam products • Minnesota

This Selling 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 February 4, 2011.

SUBJECT TO MAXIM GROUP COMMITMENT COMMITTEE APPROVE
Private Placement Agreement • April 1st, 2011 • Cryoport, Inc. • Plastics foam products • New York

This letter confirms our agreement that CryoPort, Inc, a Nevada corporation (collectively with its owned or controlled subsidiaries, the “Company”) has engaged Maxim Group LLC (together with its affiliates and subsidiaries, the “Co-Placement Agent”) to act as the Company’s Co-Placement Agent in connection with the Company’s current Private Placement (the“Offering”) of units (the “Units”), at a purchase price of $0.70 per Unit, for aggregate gross proceeds of up to $8,000,000, each unit consisting of one share of the Company’s common stock and one warrant to purchase one whole share of the Company’s common stock at an exercise price of $0.77 per share (the “Securities”). The Company hereby informs the Co-Placement Agent that the first closing of the Offering occurred on February 4, 2011. In connection with the Offering, the Co-Placement Agent will attempt to obtain subscriptions from one or more Investors (as defined below), for aggregate gross proceeds of up to $4.0 million; provided,

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