0001019687-10-000763 Sample Contracts

AMENDED AND RESTATED AMENDMENT AGREEMENTS
Cryoport, Inc. • February 26th, 2010 • Plastics foam products

THIS AMENDED AND RESTATED AMENDMENT AGREEMENTS (this “Amendment”) is entered into on February 19, 2010 (the “Effective Date”) by and among Cryoport, Inc., a Nevada corporation (the “Company”), on the one hand, and Enable Growth Partners LP (“EGP”), Enable Opportunity Partners LP (“EOP”), Pierce Diversified Strategy Master Fund LLC, Ena (“Pierce” and, together with EGP and EOP, 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 Amendment shall have the meanings ascribed to such terms in each of the Securities Purchase Agreements (each as defined in documents referred to in the recitals incorporated by reference below) and in each of the Debentures (each as defined in documents referred to in the recitals incorporated by reference below).

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FIRST AMENDMENT TO AMENDED AND RESTATED AMENDMENT AGREEMENTS
Cryoport, Inc. • February 26th, 2010 • Plastics foam products

THIS FIRST AMENDMENT TO AMENDED AND RESTATED AMENDMENT AGREEMENTS (this “Amendment”) is entered into on February 23, 2010 (the “Effective Date”) by and among Cryoport, Inc., a Nevada corporation (the “Company”), on the one hand, and Enable Growth Partners LP (“EGP”), Enable Opportunity Partners LP (“EOP”), Pierce Diversified Strategy Master Fund LLC, Ena (“Pierce” and, together with EGP and EOP, 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 Amendment shall have the meanings ascribed to such terms in each of the Securities Purchase Agreements (each as defined in documents referred to in the recitals incorporated by reference below) and in each of the Debentures (each as defined in documents referred to in the recitals incorporated by reference below).

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