ContractCryoport, Inc. • March 10th, 2015 • 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.
IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN NOTE EXCHANGE AGREEMENT AND LETTER OF INVESTMENT INTENTNote Exchange Agreement • March 10th, 2015 • Cryoport, Inc. • Plastics foam products
The undersigned hereby tenders this Note Exchange Agreement and applies for the exchange of all of the principal and accrued interest outstanding (the “Exchange Amount”) under the Promissory Note indicated on the signature page hereof (the “Note”) for a new Convertible Promissory Note in the form attached hereto as Exhibit A with an original principal amount equal to the Exchange Amount (the “New Note”) and a Warrant in the form attached hereto as Exhibit B for the purchase of a certain number of shares of Common Stock of Cryoport, Inc. (the “Company”) at an exercise price of $0.50 per share (the “Warrant,” and collectively, the “Securities”), upon the terms and conditions set forth below. The number of shares that will be issuable upon exercise of the Warrant will equal the Exchange Amount divided by $2.00.
