CryoPort Inc (CYRX)

[Old Timer]

Form 8-K for CRYOPORT, INC.

8-May-2008

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On April 30, 2008, the Registrant amended Its Original Issue Discount 8% Senior Secured Convertible Debentures ("Debenture") and Warrants issued thereunder, originally entered into on September 27, 2007 under the Security Purchase Agreement and related Agreements and Warrants, and disclosed in a Form 8-K filed on October 3, 2008.

The Amendment deletes the definition of "Monthly Redemption Date" set forth in
Section 1 of each Debenture and replaces it in its entirety with the following:

"Monthly Redemption Date" means the first of each month commencing immediately upon August 1, 2008, and terminating upon the full redemption of this Debenture."

The Amendment deletes the definition of "Monthly Redemption Amount" set forth in
Section 1 of each "Debenture" and replaces it in its entirety with the following:

1. For Enable Growth Partners LP:

"Monthly Redemption Amount" means, as to a Monthly Redemption, $112,000, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture."

2. For Enable Opportunity Partners LP:

"Monthly Redemption Amount" means, as to a Monthly Redemption, $19,794.29, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture."

3. For Pierce Diversified Strategy Master Fund LLC:

"Monthly Redemption Amount" means, as to a Monthly Redemption, $2,742.86, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture."

4. For BridgePointe Master Fund Ltd.:

"Monthly Redemption Amount" means, as to a Monthly Redemption, $80,672.24, plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture."

All other terms or each of the Debentures remain the same, and the Debentures remain in force and effect.

Further, the Amendment amends the "Exercise Price" of the Warrants issued under the terms of the Securities Purchase Agreement and related Agreements from $0.90, $0.92 and $1.60 to $0.60. The number of shares to be purchased under each of the Warrants shall be adjusted so that the original dollar amounts to be raised by registrant though the exercise of each of the Warrants will remain the same. All other terms of each of the Warrants remain the same, and the Warrants remain in force and effect.