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Second Amendment To Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

CRYOPORT, INC. | CryoPort, Inc | Maxim Group, LLC

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Date: 10/19/2010
Industry: Containers and Packaging     Sector: Basic Materials

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Exhibit 10.28


     This Second Amendment to Engagement Agreement (“ Amendment ”) is made as of _________, 2010 by and between CryoPort, Inc. (together with its affiliates and subsidiaries, the “ Company ”) and Maxim Group, LLC (together with its affiliates and subsidiaries, “ Maxim ”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain letter of engagement, dated as of June 16, 2010 by and among Company and Maxim and as amended by that certain letter dated as of July 9, 2010 (as amended, the “ Letter Agreement ”).

     WHEREAS, pursuant to the Letter Agreement the Company engaged Maxim as its non-exclusive placement agent in connection with a proposed offering of its securities to “accredited investors” pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”) and Rule 506 promulgated thereunder;

     WHEREAS, the Company desired to offer certain “accredited investors” without any prior relationship with Maxim (“ Company Investors ”) the right to participate in the Offering on the same terms and conditions as the investors introduced to the Company by Maxim; and

     WHEREAS, the parties desire to amend and supplement the Letter Agreement pursuant to the terms and conditions hereof.

     NOW, THEREFORE, in consideration of the mutual premises and agreements contained herein, and intending to be legally bound hereby, the undersigned parties hereby agree as follows:

     1. The Company hereby represents and warrants to Maxim as follows:

     i. All Company Investors are as set forth on Schedule A hereto, provided, however, any investor that participates in the Offering that was not contacted by Maxim shall be deemed to be a Company Investor.

     ii. It has solicited each Company Investor in connection with a proposed investment in the Company’s securities, and neither Maxim nor any of its representatives have contacted any Company Investor regarding the Offering. The Company shall be responsible for ensuring that all Company Investors have been provided with adequate disclosure concerning an investment in the Company and ensuring that each Company Investor has a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company (but not Maxim) concerning an investment in the Company and the business, financial condition, results of operations and prospects of the Company.

     iii. Each Company Investor is an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, and each such Company Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Each Company Investor is able to bear



the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

     iv. It will comply with the requirements of Federal securities laws, Blue Sky or other similar laws of the state, jurisdiction or country in which any solicitation of a Company Investor is made. Each such Company Investor has a prior relationship with one or more members of the Company’s management or board of directors and was contacted directly by the Company and not through the means of a general solicitation.

     v. The maximum aggregate subscription amount for all Company Investors in the Offering shall be $_________. Maxim shall be entitled to receive all compensation payable pursuant to Section 2 of the Agreement in connection with any investment by a Company Investor.

     2. If Maxim, for good reason, believes that a certain Company Investor(s) should not be allowed to participate in the Offering, the Company will abide by such a decision, Maxim’s exercise, for good reason, not to allow an introduced investor to participate in the Offering will not change the Company’s representations and warranties under Section 1i-v.

     3. In addition to and in no way limiting the identification provisions of the Agreement, the Company hereby agrees to indemnify and hold Maxim and its directors, officers, shareholders, members, partners, employees and agents (and any other persons with a functionally equivalent role of a person holding such titles withstanding a lack of such title or any other title), each person who controls Maxim (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amend

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