AMENDMENT TO DEBENTURES, AGREEMENT AND WAIVER

Waiver Agreement

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This Waiver Agreement involves

BridgePointe Master Fund Ltd | CryoPort, Inc | Enable Growth Partners LP | Enable Opportunity Partners LP | Pierce Diversified Strategy Master Fund LLC

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Title: AMENDMENT TO DEBENTURES, AGREEMENT AND WAIVER
Date: 9/3/2008

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EXHIBIT 4.1.3

AMENDMENT TO DEBENTURES, AGREEMENT AND WAIVER

THIS AMENDMENT TO DEBENTURES, AGREEMENT AND WAIVER (this “ Agreement ”) is entered into on August 29, 2008, by and among CryoPort, Inc., a Nevada corporation (the “ Company ”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “ Purchaser ” and collectively the “ Purchasers ” ).

Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in each of the Purchase Agreements (each as defined below) or in each of the Debentures (each as defined below). For purposes hereof,

“Enable Funds” shall mean Enable Growth Partners LP ( “EGP” ), Enable Opportunity Partners LP ( “EOP” ) and Pierce Diversified Strategy Master Fund LLC, Ena ( “Pierce” ).

“September 2007 Purchasers” shall mean BridgePointe Master Fund Ltd., a Cayman Islands Exempted Company and the Enable Funds.

RECITALS

WHEREAS, pursuant to a Securities Purchase Agreement dated September 27, 2007 (the “September 2007 Purchase Agreement ”) by and among the Company and each of the September 2007 Purchasers, the Company issued to each of the September 2007 Purchasers an aggregate principal amount equal to $4,419,397 of the Company’s Original Issue Discount 8% Senior Secured Convertible Debenture Due February 27, 2010 (the “September 2007 Debentures ”), and (b) common stock purchase warrants to purchase an aggregate of 14,431,361 shares of Common Stock, with an exercise price of $0.60 per share;

WHEREAS, the September 2007 Debentures were amended by the Amendment to Original Issue Discount 8% Senior Secured Convertible Debentures (the “First September 2007 Amendment” ) dated on or about February 14, 2008 to, among other things, amend the Maturity Date of the September 2007 Debentures to March 27, 2010.

WHEREAS, pursuant to Section 6(b) of the September 2007 Debentures, on each Monthly Redemption Date, beginning on August 1, 2008, the Company is required to redeem the Monthly Redemption Amount (the “September 2007 Monthly Redemptions ”);

WHEREAS, pursuant to Section 2 of the September 2007 Debentures, the Company is required to make quarterly interest payments on each January 1, April 1, July 1 and October 1;

WHEREAS, the Purchasers and the Company agree that in exchange for the Purchasers’ deferral of certain interest and principal payments on the September 2007 Debenture, the Company will increase the principal amount of the September 2007 Debentures.

WHEREAS, it is the intention of the Company and the Purchasers that the Rule 144 holding period for the September 2007 Debentures, as amended hereby, will tack to, and run from, the Original Issue Date of the September 2007 Debentures and the Rule 144 holding period for the as allowed under Interpretation 209.14 issued on April 2, 2008 for Rule 144 (d)(3)(ii); and

WHEREAS, the Company and the Purchasers now desire that the terms of the Debentures and the Warrants be modified and have entered into this Agreement to document their agreement regarding such modifications.

AGREEMENT

NOW, THEREFORE, the parties to this Agreement, for adequate and sufficient consideration, the receipt of which is hereby acknowledged, do hereby agree as follows:

Incorporation of Preliminary Statements . The Recitals set forth above by this reference hereto are hereby incorporated into this Agreement.

Waiver of Interest Payments . Each September 2007 Purchaser, severally and not jointly with the other September 2007 Purchasers, hereby waives the Company’s obligation to pay the interest payments which would otherwise be due on October 1, 2008 and January 1, 2009 with respect to the September 2007 Debenture (collectively, the “September 2007 Waived Interest Payments” ).

Amendment to Monthly Redemption Date of the September 2007 Debentures. The definition of “Monthly Redemption Date” in Section 1 of the September 2007 Debenture is hereby deleted and replaced in its entirety with the following:

“Monthly Redemption Date” means the 1 ^st of each month, commencing immediately upon December 31, 2008, and terminating upon the full redemption of this Debenture.

Increase to Outstanding Principal Amount of Debentures . The outstanding principal amount of each September 2007 Debenture is hereby increased to an amount equal to 115% of the sum of (i) the outstanding principal amount of such September 2007 Debenture immediately prior hereto, plus (ii) an amount equal to the additional amount of interest that would have accrued on the September 2007 Debenture from July 1, 2008 through December 31, 2008 (the “New September 2007 Principal Amount” ).

For the avoidance of doubt, the New September 2007 Principal Amount for each New September 2007 Debenture along with the new Monthly Redemption Amounts for each such debenture are set forth on Schedule 5 attached hereto. The amounts set forth on Schedule 5 shall govern absent manifest error.

Amendment to Monthly Redemption Amount of the September 2007 Debentures . The definition of “Monthly Redemption Amount” in Section 1 the September 2007 Debenture is hereby amended to mean the New September 2007 Principal Amount (as defined above), divided by sixteen (16) , plus accrued but unpaid interest, liquidated damages and any other amounts then owing to the Holder in respect of this Debenture. The new Monthly Redemption Amount for each of the Purchasers, respectively, is set forth on Schedule 5 attached hereto.

Tolling of Interest Accrual . In consideration of the terms hereof, no interest shall accrue on the September 2007 Debentures after July 1, 2008 until January 1, 2008, at which time interest shall commence to accrue on the Amended September 2007 Debentures in accordance with their terms.

Exempt Issuance. Each Purchaser, severally and not jointly with the other Purchasers, hereby agrees that the issuance by the Company of the New Securities shall constitute an “Exempt Issuance” pursuant to the Purchase Agreement.

Waiver . To the extent any of the above described actions or issuances would constitute an Event of Default under the Debentures, each Purchaser hereby waives any such Events of Default relating solely to the actions or issuances set forth in this Agreement and each Purchaser hereby withdraws any notice or demand to the contrary.

Representations and Warranties of the Company . The Company hereby makes to the Purchasers the following representations and warranties:

Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

Issuance of the Securities . The Securities are duly authorized and duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The shares underlying the Securities, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its d