Exhibt 10.1

CONTENTS

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of 20 August, 2020, by and between:

ON THE ONE HAND

AND EACH OF:

the Parties listed under (2) to (18) above, acting severally but not jointly (conjointement mais non solidairement), are hereinafter referred to collectively as the "Sellers" and individually as a "Seller".

ON THE OTHER HAND

The Purchaser and the Sellers are hereinafter referred to collectively as the "Parties" and individually as a "Party".

IN THE PRESENCE of:

RECITALS:

NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS:

In addition to such terms as are defined elsewhere in this Agreement, wherever used in this Agreement (including the Recitals) and unless the context otherwise requires, the following terms shall have the following meanings:

"Accounting Principles" means, in relation to the financial statements (consolidated, as the case may be) of any Group Company the accounting policies, methodologies, principles, practices, estimation techniques and categorization consistently applied by such Group Company over the three (3) fiscal years ending respectively on 31 December 2019, 31 December 2018 and 31 December 2017, in the preparation of its annual financial statements. In respect of Atlas and Atlas Bidco on a stand-alone basis, it is acknowledged that such companies have been very recently incorporated and that no past practices can be taken into account, and

"Accounts Closing Delivery” has the meaning ascribed to it in Section 5.2(a)(i);

"Actual Closing Net Debt" means the actual Net Debt of the Group Companies as at the Closing Date as resulting from the Closing Balance Sheet as finally determined and agreed between the Sellers’ Representative and the Purchaser or as otherwise determined in accordance with Section 3.4(d);

"Actual Closing Working Capital" means the actual Working Capital of the Group Companies as at the Closing Date as resulting from the Closing Balance Sheet as finally determined and agreed between the Sellers’ Representative and the Purchaser or as otherwise determined in accordance with Section 3.4(d);

"Affiliate" when used with reference to a specified Person, means any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such specified Person;

"Agreement" means this agreement and the schedules hereto;

"Air Liquide International" means Air Liquide International S.A., a société anonyme, incorporated and existing under the laws of France whose registered office is at 75, Quai d'Orsay, 75007, Paris, France and registered with the trade and commerce registry of Paris under number 552 134 736.

“AL/Hivest Transaction” has the meaning ascribed to it in Paragraph (D) of the Recitals;

"AL SPA" means the share purchase agreement dated 19 June 2020 entered into between Air Liquide International and the Company;

"ATLAS" has the meaning ascribed to it in the Preamble;

"Atlas Bidco" means Atlas Bidco, a company (société par actions simplifiée) organized under the laws of France, having its registered office at 24, rue de Prony, 75017, Paris, France, registered with the trade and companies registry of Paris under number 885 010 249.

"ATLAS Subsidiaries" has the meaning ascribed to it in Paragraph (B) of the Recitals;

"Bankruptcy Proceedings" means any proceeding provided under Book VI of the French Commercial Code (Livre VI du Code de commerce) or, in other jurisdictions, any similar bankruptcy or insolvency proceedings or proceedings for the prevention or resolution of business difficulties;

"Business Day" means any day (other than Saturday or Sunday) on which banks and financial markets are open in Paris (France) and in New York (United States of America);

“Cash” means with respect to all the Group Companies, on a fully consolidated basis, and without double counting:

Unless otherwise envisaged (as in (iii) and (iv) when an asset included in the Working Capital can be used for the purpose of diminishing amounts (iii) and (iv)), for the avoidance of doubt, all assets included in the Working Capital shall not be included in Cash and vice versa. For illustration purposes, the calculation of estimated Cash as at 30-Sept-2020 is set out in Schedule E.

"Closing" means the completion of the sale and purchase of the Transferred Securities and the transfer of ownership (transfert de propriété) of the Transferred Securities to the Purchaser pursuant to Section 4;

"Closing Balance Sheet" has the meaning ascribed to it in Section 3.1(d);

"Closing Date" means the date on which Closing shall take place in accordance with Section 5.1;

"Closing Payments" has the meaning ascribed to it in Section 3.4;

"Closing Purchase Price" has the meaning ascribed to it in Section 3.4;

"Company" has the meaning ascribed to it in the Preamble;

“Competing Business” has the meaning ascribed to it in Section 12;

"Confidentiality Agreement" means the confidentiality agreement dated March 11^th, 2020, entered into between the Purchaser and Hivest Capital Partners;

"Connected Persons" when used with reference to a specified Person, means the general partners, agents, directors, employees, representatives, auditors and advisors of such specified Person;

"Control" has the meaning set forth in Article L. 233-3 I of the French Commercial Code (Code de commerce); it being specified that a fund shall be deemed to be controlled by the company or the general partner managing or advising such fund;

"Cryo International" means Cryo International S.A. a French société anonyme organized under the laws of France, having its registered office at 171, avenue Henri Barbusse, 93000, Bobigny, France, registered with the trade and commerce registry of Bobigny under number 529 218 687;

“Data Room” means the information in the virtual data room made available by the Sellers’ Representative to the Purchaser, which has been copied onto a CD-ROM copies of which have been provided to and are retained by the Sellers’ Representative and the Purchaser;

"EIDAS Regulation" means the Regulation (EU) N°910/2014 of the European Parliament and of the Council dated 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market.

"Electronic Signature Laws and Regulations" means articles 1366 and 1367 of the French Civil code, the decree n°2017-1416 dated 28 September 2017 on the electronic signature and the EIDAS Regulation.

“Effective Date” means July 29, 2020, which is the date on which the Company acquired Cryo International and the other ATLAS Subsidiaries;

"Encumbrance" means any pledge of real or personal property (nantissement or gage), mortgage (hypothèque), lien (privilège) (other than a lien arising by operation of Law in the ordinary course of trading), right of retention (droit de rétention), ownership right (démembrement), pre-emption rights, options or other security (sûreté);

"Enterprise Value" has the meaning ascribed to it in Section 3.1(a);

"Entity" means any company (société), partnership (limited or general), joint venture, trust, association, economic interest group (groupement d'intérêt économique) or other organization, enterprise or entity, whether or not vested with the attributes of a legal person (personne morale);

"Estimated Closing Net Debt" means an amount of eighteen million hundred ninety one thousand and hundred eighty three euros (€18,191,183) calculated in accordance with Schedule E;

"Estimated Closing Working Capital" means an amount of five million nine hundred seven thousand euros (€5,907,000) calculated in accordance with Schedule E;

“Estimated Working Capital Adjustment” means the amount by which the Estimated Working Capital exceeds the Target Closing Working Capital (which shall be expressed as positive amount) or the amount by which the Estimated Closing Working Capital is less than the Target Closing Working Capital (which shall be expressed as a negative amount). Such amount is equal to a negative amount of minus one million and thirty three thousand euros (€1,033,000);

"Existing Facilities" means the Existing Senior Facilities Agreement;

"Existing Indebtedness" means all outstanding and unpaid amounts owing as at the Closing Date (in principal, interest, penalties and any other sums) by the Group Companies, pursuant to, or in connection with, the Existing Facilities (including, without limitation, all break fees due in connection with the voluntary prepayment of any sums due by the Company pursuant to, or in connection with the Existing Facilities), as determined in accordance with the terms of the Existing Facilities.

"Existing Senior Facilities Agreement" means the subscription agreement entered into on 29 July 2020 by and between Atlas Bidco, the Company and inter alia Tikehau Direct Lending IV, Tikehau Mercati Privati Europei, MTDL and FPCI Swen Co-Invest 2 in the original aggregate principal amount of €17,700,000;

"Expiry Date" has the meaning ascribed to it in Section 10.3(b);

“Financing Encumbrances” means any Encumbrance(s) granted to secure any Group Company’s obligations under the Existing Indebtedness as listed in Schedule 4.1;

"Governmental Authority" means any court or government (federal, state, local, national, foreign, provincial or supranational) or any political subdivision thereof, including, without limitation, any department, commission, ministry, board, bureau, agency, authority, tribunal or arbitral body, exercising executive, legislative, judicial, regulatory or administrative authority, including any self-regulatory authority or quasi-governmental entity established to perform any of these functions;

"Governmental Authorization" means any approval, consent, permit, ruling, waiver, exemption or other authorization (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law;

"Group Companies" has the meaning ascribed to it in Paragraph (C) of the Recitals;

"Hivest Capital Partners" has the meaning ascribed to it in the Preamble;

"Indebtedness" shall mean at any time, on a fully consolidated basis, and without double counting, the aggregate amount, with respect to all Group Companies, of all financial obligations of such Group Company for or in respect of:

provided, that, “Indebtedness” shall not include (A) any intercompany indebtedness between the Company and/or its wholly-owned Subsidiaries, solely to the extent of the part of the indebtedness that eliminates on consolidation, and as determined in accordance with the Accounting Principles and, for the avoidance of doubt, all liabilities included in Working Capital shall not be included in Indebtedness and vice versa (with the exception of payables and/or provisions related to items (ix) and (xii) which can be used in the calculation of Remaining Carve-Out Costs (2) and Unpaid Settlement Not Covered (2) to decrease the amount of (ix) and (xii) to the extent they are paid on or prior to the Closing Date or included in the Working Capital) and (B) for the avoidance of doubt, the earn-out provided under the AL SPA (which is a contingent obligation) ; for illustration purposes, the calculation of estimated Indebtedness as at September, 30 2020 is set out in Schedule E;

"Independent Expert" means:

(i) under condition that they deliver prior to Closing, a statement confirming their absence of conflict of interest or established commercial relationships with any of the Parties, Grant Thornton represented by its partner in charge of the company valuation department in France, or, if he/she cannot or does not wish to act as the Independent Expert for any reason whatsoever, then

(ii) the partner of any other recognized independent certified public accounting firm established in Paris appointed by the Seller’s Representative and the Purchaser within seven (7) calendar days of notice by one to the other requiring such agreement or, failing such agreement, to be appointed by order of the President of the Commercial Court of Paris upon filing of a writ of summary proceeding (saisie en la forme des référés), without recourse, by either of the Purchaser or the Sellers' Representative;

"IFRS" means the International Financing Reporting Standards as published by the International Accounting Standards Board.

“Judgment” means any award, decision, injunction, judgment, writ, order, international convention, ruling, subpoena or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Authority or by any arbitrator.

"Law(s)" means any law, statute, regulation, rule, ordinance, principle of common law, order or decree of any Governmental Authority (including any judicial or administrative interpretation thereof) in force, fully implemented and enforceable as of the date hereof;

“Leakage” means, other than Permitted Leakage, the sum of the amounts resulting from any of the following events to the extent it would occur after the Effective Date and prior to, or as of, the Closing without being taken into account in the Purchase Price, Actual Closing Net Debt (notably through a decrease of the Cash or an Increase of the Indebtedness)) or Actual Closing Working Capital (through, for example, an increase in payables and/or provisions:

(i)                  any payments made (including distributions, bonuses, loan repayments, management fees, monitoring fees) or agreed to be made or any assets transferred or agreed to be transferred by or on behalf of any Group Company to or for the benefit of the Sellers or any member of the Sellers’ Group or benefits with a monetary value made, or agreed to be made, by, or any action whose effect would be to directly shift economic value from, any Group Company to the Sellers or any member of the Sellers’ Group or any payment of, or right to payment of, bonuses or other benefits granted to employees of any of the Group Companies in relation to the AL Transaction or the operations contemplated herein, each time to the extend not included in the Actual Closing Net Debt or the Actual Closing Working Capital ;

(ii)                any Transaction Costs incurred prior to Closing, not included in the Actual Closing Net Debt or the Actual Closing Working Capital, and to be paid after Closing;

(iii)              any liabilities assumed, indemnified or incurred or agreed to be assumed, indemnified or incurred (including under any guarantee, indemnity or other security) by or on behalf of any Group Company for the benefit of the Sellers or any member of the Sellers’ Group not included in the Actual Closing Net Debt or the Actual Closing Working Capital;

(iv)              any Tax payable by any Group Company (or which would have been payable by any Group Company but for the use of a relief) as a consequence of any of the matters referred to in paragraphs (i) and (ii) above.

Any amount considered in the Leakage shall be considered net of any Tax Relief.

"Local GAAP" means the generally accepted accounting principles, applicable as at the date on which the respective financial statements are prepared, in the country where the relevant financial statements are to be prepared and filed;

“Long Stop Date” means December 1, 2020;

“Material Adverse Change” means (1), with respect to the operations of the Group Companies, taken as a whole, events which (the conditions in (i) and (ii) having to be all satisfied, and taking into account any of the exclusions in (x), (y)) (i) only result from new events (other than developments (including administrative, judicial or arbitral proceeding(s) and/or governmental investigation) of Fairly Disclosed risks (as Fairly Disclosed is defined in the AL SPA) which would occur after the date hereof, and (ii) (A) result or can be reasonably expected to result in a negative impact of more than 1,000,000 euros on the consolidated EBITDA of the Group Companies for fiscal year 2020 or 1,500,000 euros on the consolidated EBITDA for fiscal year 2021 or (B) result or can be reasonably expected to result from administrative, judicial or arbitral proceeding(s) and/or governmental investigation(s) or proceeding(s) against any of the Group Companies in damages, sanctions, penalties and or costs of at least 5,000,000 euros; and excluding in any case any event (and their impact on the EBITDA or on (B) above) arising out of or attributable to (x) financial or securities markets in general , and any changes after the date hereof in general in any country where the Group Companies operate or global economic conditions and any changes after the date hereof in conditions generally affecting the industry or the other industries in which the Group Companies materially engages, (y) any measures related to, or facts, matters or circumstances related to the COVID-19 virus and/or any escalation or worsening thereof or (2) the permanent disability or death of Christophe Picaud as CEO of the Company.

"Mezzanine Warrants" means the 3,540 mezzanine warrants giving right to shares of the Company attached to the obligations à bons de souscription d’actions issued by Atlas Bidco on 29 July 2020;

"Net Debt" means the Indebtedness minus the Cash provided that, for the avoidance of doubt, (i) if the amount of Cash exceeds the amount of Indebtedness, then Net Debt shall be a negative amount and (ii) if the amount of Indebtedness exceeds the amount of Cash, then Net Debt shall be a positive amount;

“Net Debt Adjustment” has the meaning ascribed to it in Section 3.4;

"Ordinary Shares" means the 1,333,333 ordinary shares of the Company including those issued by the Company on 29 July 2020;

"Organizational Documents" means when used with respect to (i) any company (société) or other incorporated Entity, the memorandum and articles of association (statuts), charter or similar constitutional documents of such company (société) or other incorporated Entity, as filed with the relevant commercial registry, company registrar or other Governmental Authority, as the same may be amended, supplemented or otherwise modified from time to time, and (ii) any partnership or other unincorporated Entity, its certificate of formation, partnership agreement, governing agreement (contrat constitutif) and/or similar constitutional documents, as the same may be amended, supplemented or otherwise modified from time to time;

"Paragraph" means a paragraph of this Agreement;

"Party" has the meaning ascribed to it in the Preamble;

“Permitted Leakage”: means:

(i)                 any action or payment agreed to in this Agreement, undertaken at the written request of, or with the written consent of, Purchaser, or which are already accounted for in the Indebtedness or which have decreased the level of Cash at Closing or the Actual Closing Working Capital, and

(ii)                the remuneration paid to Sellers or their Affiliates who are also officers or employees of any Group Company, in the ordinary course of business including those disclosed in Section 12.4 of the Data Room.

(iii)              any action or payment set forth in Schedule 8.2(l) and which are already accounted for in the Indebtedness or which have decreased the level of Cash at Closing or the Actual Closing Working Capital.

"Person" means a natural person, Entity or Governmental Authority;

"Post-Closing Adjustment" has the meaning ascribed to it in Section 3;

"Preferred Shares" means the 11,099,167 issued by the Company on 29 July 2020;

"Purchase Price" has the meaning ascribed to it in Section 3.1(a);

"Purchaser" has the meaning ascribed to it in the Preamble;

“Purchaser’s Group” means the Purchaser and its Affiliates from time to time;

"Purchaser’s Statement" has the meaning ascribed to it in Section 3.4(d);

"Records" has the meaning ascribed to it in Section 6.1(a);

“Remaining Carve-Out Costs” mean the costs or fees mentioned in and taken into account as “Remaining Carve-Out Costs” in the calculation of the Indebtedness;

“Restricted Period” means a period of 24 months from and including the Closing Date;

“Restricted Territory” means, if the Group Companies actually operate in it as at the date hereof, each of the following jurisdictions:

"Schedule" means a schedule to this Agreement;

"Section" means a section of this Agreement;

"Seller(s)" has the meaning ascribed to it in the Preamble;

"Sellers’ Disagreement Notice" has the meaning ascribed to it in Section 3;

“Sellers’ Group” means the Sellers and their Affiliates other than the Group Companies;

"Sellers' Representative" has the meaning ascribed to it in Section 14.2(a);

"Shares" means the Ordinary Shares and the Preferred Shares;

"Target Closing Working Capital" means an amount of six million nine hundred and forty thousand euros (€6,940,000) euros, calculated in accordance with the methodology set forth in Schedule F;

“Tax” means all tax liabilities, including without limitation all direct or indirect taxes, income or non-income taxes, transfer taxes, withholdings, duties, levies, deductions, property taxes, escheat and/or unclaimed property, business taxes, stamp duties, value added taxes, customs and excise tax and social contributions , advance tax, self-assessment tax, capital gains, taxes on account of indirect share transfer, tax on account of income from other sources, employment, profession, stock option withholdings, outstanding withholding tax dues, transfer pricing adjustments, interest, demands, goods and services, input tax credits, disallowed expenditures in tax assessments, other interests payables, unreconciled tax withholding certificates, tax credits, withholding tax obligations and all related fines, penalties, charges and interest imposed or collected by any Tax authority whether directly or primarily chargeable against, recoverable from or attributable to any of the Group Companies or another person including as a result of being a member of a consolidated tax group (and “Taxes” and “Taxation” shall be construed accordingly)

"Tax Relief" means any Tax loss effectively and actually deducted from any computing income, profits or gains for the purposes of any Tax.

"Transaction" has the meaning ascribed to it in Paragraph (F) of the Recitals;

“Transaction Costs” means any fees, expenses or other costs agreed to be paid or paid by any Group Company after the Closing Date or prior to or on Closing Date but not included in the Actual Net Debt or in the Actual Working Capital, in respect of (i) the Transaction or the transactions contemplated by this Agreement by any Group Company (to the extent such fees, expenses or other costs are paid or payable for the sole account of the Sellers) and (ii) the AL/Hivest Transaction or the transactions contemplated by the AL SPA by any Group Company (but excluding any Remaining Carve-out Costs). The amounts of the Transaction Costs as at the date hereof are in Section 13.6.1 of the Data Room (minor changes may be expected as of Closing Date);

"Transferred Securities" means (i) all the Shares and (ii) all the Mezzanine Warrants;

"Unit Price" means the price allocated to each of the Transferred Securities as determined in Schedule 3.2, it being specified and agreed that such Schedule 3.2 and the allocation of the Unit Price referred therein may be amended at any time prior to Closing Date by the Sellers’ Representative subject to a prior notice to the Purchaser and without the global Purchase Price being changed;

"Vendor Loan" means the vendor loan (crédit vendeur) amounting to four million euros (EUR 4,000,000) granted by Air Liquide International to the Company as part of the acquisition by the Company of Cryo International and its subsidiaries.

"Working Capital" means the balance between (i) inventories, trade accounts receivables and prepaid expenses of the Group Companies and (ii) trade accounts payables of the Group Companies, as determined in accordance with the Accounting Principles and provided that (1) all assets or liabilities included in Indebtedness or Cash shall not be included in Working Capital and vice versa (unless otherwise envisaged in the definition of Cash and Indebtedness) and (2) any intercompany payables and receivables among the Group Companies (solely to the extent of the part of the payables and receivables that eliminates on consolidation) shall not be included in Working Capital; it is understood that the methodology and accounting principles shall be consistently applied for between the Target Working Capital and the Working Capital (hence, Working Capital excludes, for sake of clarity, any items relating to payment of remuneration or other sums to employees and/or officers and any social and tax charges in relation thereto) for reference purposes, the calculation of Working Capital as at each end of month of the year 2019 is set out in Schedule (F), and as at 30-June-2020 is set out in Schedule (E).

“Working Capital Adjustment” has the meaning ascribed to it in Section 3.4;

“W&I Insurance Policy” means the insurance policy to be entered into on the Closing Date, between the Purchaser as the insured and the W&I Insurer ;

“W&I Insurer” means the W&I Insurance provider;

Upon, and subject to, the terms and conditions of this Agreement, at Closing, each of the Sellers (each with respect to the Transferred Securities which such Seller owns on the Closing Date) agrees to sell and deliver to the Purchaser and the Purchaser agrees to purchase from the Sellers, all of the Transferred Securities at Closing, with all rights attached or accruing to them at Closing, free and clear of all Encumbrances.

The Purchaser shall not be obliged to complete the acquisition of the Transferred Securities unless the purchase of all the Transferred Securities is completed simultaneously in accordance with this Agreement.

in each case as finally determined in accordance with Section 3.4(d) (the "Purchase Price").

The following payments (the "Closing Payments") shall be made (without any withholding or implementation of withholding tax on the payment to be made) at Closing:

Each of the Working Capital Adjustment and the Net Debt Adjustment payable by the Purchaser or the Sellers, as the case may be, shall be netted off against each other.

Any Working Capital Adjustment, any Net Debt Adjustment or, as the case may be, any net aggregate amount resulting from the adjustment mentioned above, due by any Party to the other is referred to as the “Post-Closing Adjustment”.

Example of calculation of Working Capital Adjustment and Net Debt Adjustment and Post-Closing Adjustment (as such term is defined below) are set out in Schedule 3.4(c).

Within sixty (60) Business Days of receipt by the Sellers’ Representative of the Purchaser’s Statement, the Sellers’ Representative may give (at its sole expenses) written notice (the "Sellers’ Disagreement Notice") to the Purchaser stating that it disagrees with the Purchaser’s Statement or the Closing Balance Sheet together with the reasons for such disagreement in reasonable detail and the Sellers’ Representative computation of the Adjustment Amounts. If the Sellers’ Representative has not delivered a Sellers’ Disagreement Notice within such sixty (60) Business Days period, the Purchaser’s Statement shall be final and binding on the Parties for all purposes. If the Sellers’ Representative and the Purchaser do not reach agreement within ten (10) Business Days after the Purchaser's receipt of the Sellers’ Disagreement Notice, the matters in dispute shall be referred to the Independent Expert at the request of either of the Sellers’ Representative or the Purchaser to make a final determination of (i) the Closing Balance Sheet (if necessary), (ii) the Adjustment Amounts (if necessary), and (iii) the Purchaser’s Statement, it being specified that, notwithstanding that dispute, that fraction of the Post-Closing Adjustment (if any) which will not be in dispute will then be immediately paid. No matters other than those listed in the Purchaser’s Statement and in the Sellers’ Disagreement Notice shall be within the terms of reference of the Independent Expert.

Except to the extent that the Purchaser and the Sellers’ Representative agree otherwise, the Independent Expert shall determine its own procedures, and interpret and apply the definitions set out in this Agreement, in Schedule (E), the Accounting Principles and the other directives and principles set out in this Section 3.4(d). The Independent Expert shall also (i) give the Purchaser and the Sellers’ Representative a reasonable opportunity to make written and oral representations to it; (ii) require that the Purchaser and the Sellers’ Representative supply each other with a copy of any written submission to the Independent Expert at the same time as such submission is made to the Independent Expert, (iii) permit each of the Purchaser and the Sellers’ Representative to be present while oral submissions are being made by the other and, more generally, (iv) at all times respect the principle of “contradictoire”.

The Independent Expert shall deliver to the Sellers’ Representative and to the Purchaser, within a period of twenty (20) Business Days after the date of its appointment, a final report which shall indicate its determination of the Purchase Price and the Post-Closing Adjustment. Such final report shall explicitly state (i) if the amount of the Closing Purchase Price exceeds the Purchase Price (as thus determined), that the Sellers shall pay to the Purchaser the Post Closing-Adjustment or (ii) if the Purchase Price (as thus determined) exceeds the amount of the Closing Purchase Price, that the Purchaser shall pay to the Sellers the Post-Closing Adjustment. The Independent Expert shall act as a "tiers arbitre mandataire" in accordance with Article 1592 of the French Civil Code and its determination of any matter falling within its jurisdiction shall be final and binding on the Parties save in the event of manifest error (erreur grossière) in which case the final Purchase Price shall be determined in accordance with Section 14.13 of this Agreement.

The fees, costs and expenses of the Independent Expert (as well as those of any experts consulted by the Independent Expert) will be borne equally between the Parties. The costs related to the preparation and audit of the Closing Balance Sheet shall be borne by the Group Companies (if any) and shall in no case be qualified as a Transaction Cost or be taken into account in the Purchase Price calculation.

For the purposes of this Section 3, the Seller’s Representative shall notify to the Purchaser reasonably in advance of the Closing, the bank details of the account(s) on which the payments to the Sellers are to be made and the amount to be wired (in immediately available funds) on each of these accounts.

On the Closing Date, the Purchaser shall procure that subject to Closing and subject to the repayment by the Purchaser of the Existing Indebtedness, the Financing Encumbrances (relating to the Existing Facilities repaid at Closing) listed in Schedule 4.1, are unconditionally released upon Closing. In particular, the Sellers shall cooperate with, and provide such assistance and information, to the Purchaser in connection with the release the Financing Encumbrances (relating to the Existing Facilities repaid at Closing).

On or prior to Closing and subject to Closing, the Sellers shall procure that Cryo International and Cryo Express are converted into French simplified joint stock companies (sociétés par actions simplifiée).

The Sellers, to the extent of their powers within the applicable Group Company (it being understood that they shall make their best efforts when the decision is not expressly within their scope of powers), undertake to comply as from the date hereof until the Closing Date, or shall cause the other Sellers having the powers to represent any of the Group Companies, to comply until the Closing Date with the obligations under Section 6.1(b) (Actions Pending Closing) of the AL SPA as if such Section is (i) in full force and effect as of the date hereof, (ii) fully incorporated in this Agreement, (iii) applicable to the Sellers as if such obligations are agreed to thereby and to be satisfied thereby as so agreed. Any reference to “the Agreement” or “Closing Date” (or a similar expression) in the AL SPA shall be deemed to include a reference to this Agreement and the Closing Date of this Transaction. For the avoidance of doubt it is understood and agreed that the Sellers shall in no case be liable for breaches of covenants under the AL SPA by Air Liquide or any of its Affiliates, in respect of those breaches alleged by the Sellers and described in Section 13.5 of the Data Room nor (iii) any decision or action Fairly Disclosed to the Purchaser or agreed in writing by the Parties.

For the purposes of granting any consents which may be requested by the Seller or a Group Company pursuant to this Section, the Purchaser hereby designates Mr. Jerrell W. Shelton or Mr. Robert S. Stefanovichwith immediate effect and represents and warrants to, and agrees with, the Sellers that such person shall have full capacity and right to give any such consents on behalf of the Purchaser. Within eight (8) Business Days of receipt of any request for consent by a Seller or a Group Company, the Purchaser shall have the right to notify the Seller, pursuant to clause 14.3, or the relevant Group Company that it objects to the proposed action (which notice of objection shall indicate its reasons for so objecting). If the Purchaser shall not have notified the Seller or the relevant Group Company, as the case may be, of its objection to a proposed action within such period of 8 Business Days, the Purchaser shall be deemed to have consented to such proposed action.

At the latest on the Closing Date, the Purchaser undertake to arrange and implement the W&I Insurance Policy to cover the Warranties To Be Insured (as such term is defined in Section 9 of this Agreement). The Sellers shall cooperate with, and provide such assistance and information, to the Purchaser in connection with the arrangement and the implementation of the W&I Insurance Policy. It is understood and agreed that in the event that the Purchaser does not manage to obtain W&I Insurance Policy to cover the Warranties To Be Insured, it shall not (i) limit in any manner the obligations of the Purchaser to purchase or satisfy any of its obligations as contemplated herein, (ii) , extend in any manner the representations or warranties granted by the Sellers, the Warranties To Be Insured becoming in such case null and void.

In that respect, the Parties agrees that the premium related to the W&I Insurance Policy will be borne equally between the Parties in the limit of 75,000 euros for the Sellers.

The Closing takes place on September 30, 2020 or at any other later date which is the last day of a month as notified by the Sellers’ Representative to the Purchaser with a 10-day prior notice at least but not later than the Long Stop Date (the "Closing Date") at the offices of Hogan Lovells in Paris.

On the Closing Date:

All actions taken and all documents executed and delivered by the Parties at Closing in accordance with this Section 5 shall be deemed to have been taken and executed simultaneously, and, therefore, no actions or proceedings shall be deemed taken nor any documents shall be deemed executed by any of the Parties or delivered until all have been taken, executed and delivered, and title to the Transferred Securities shall not be transferred to the Purchaser unless and until Closing actually takes places and the Closing Payments have been effectively received by the intended recipients thereof.

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof, and as at the Closing Date, as set forth below.

Neither the entering into of this Agreement, nor the performance by the Purchaser of its obligations hereunder, nor the consummation of the transactions contemplated herein does or will:

No Governmental Authorization or other third party consent is required to be made or obtained by the Purchaser or any of its Affiliates prior to Closing in connection with: (a) the entering into of this Agreement by the Purchaser, (b) the performance by the Purchaser of its obligations hereunder, or (c) the consummation of any of the transactions contemplated herein.

The Purchaser has and will have immediately available on an unconditional basis the sufficient cash resources required to meet in full its obligations under this Agreement, including the payment of the Closing Payments, the Net Adjustment Amount as the case may be and any expenses incurred by the Purchaser in connection with the transactions contemplated by this Agreement.

Each of the Sellers hereby represents and warrants to the Purchaser (but with respect to Section 8.1, only as to itself or only as to the Transferred Securities it owns, as applicable), as of the date hereof and on the Closing Date (except where the warranty is granted at a specific date), as set forth below.

Each Seller represents and warrants to the Purchaser on the date hereof and on the Closing Date as follows in respect of itself (and not in respect of any other Seller):

The Sellers represent and warrant severally but not jointly (conjointement mais non solidairement) to the Purchaser that:

Subject to the paragraphs below in this Section 9, the Sellers represent and warrant to the Purchaser as at the date hereof and as at the Closing Date (except where a warranty is granted at a specific date in which case the warranty is made as of such date) except as Fairly Disclosed (as such term is defined in the AL SPA) in the Data Room or actually known to the Purchaser or further disclosed in Schedule 9 or in this Agreement or in any written agreement between the Parties,

(all the representations and warranties listed above are, the “Warranties To Be Insured”).

Subject to the one euro cap on liability pursuant to Section 10.2 (and to the Remaining Warranties in the event that and to the extent they would not be covered by the W&I Insurance) and without prejudice to recourse for fraud or willful misconduct (faute intentionelle which may be considered as manoeuvres dolosives in the context of this Transaction) by any of the Sellers, the Parties (i) agree that the Sellers shall not be liable directly or indirectly or in any manner in relation to the Warranties To Be Insured and that it shall in no case be under any obligation to pay or indemnify any amount to the Purchaser (or the relevant W&I Insurer) in relation to the Warranties To Be Insured, even if they are incorrect, incomplete or inaccurate and (ii) acknowledge that the Purchaser endeavors to enter into the W&I Insurance Policy to cover the Warranties To Be Insured which is the sole purposes of the Warranties To be Insured. The Purchaser hereby acknowledge and agree that its exclusive recourse for any breach, incorrectness, incompleteness or inaccuracy of the Warranties To Be Insured shall be, to the extent it is obtained by the Purchaser, the W&I Insurance Policy.

The Purchaser shall ensure that, save in case of fraud or willful misconduct (faute intentionelle which may be considered as manoeuvres dolosives in the context of this Transaction) by any of the Sellers the terms and conditions of the W&I Insurance Policy do not allow the W&I Insurer or any of its affiliates to claim for any indemnification from or take any legal action against the Sellers in relation to any breach of the Warranties To be Insured and undertake to hold the Sellers harmless against any recourse by the W&I Insurer against the Sellers which shall be involved in the negotiation of and granted access to the draft W&I Insurance Policy prior to its conclusion. The Purchaser undertakes not to agree to any amendment to such policy which could allow the W&I Insurer to have any recourse against the Seller and to exercise its rights under the policy so that such non-recourse provision is complied with by the W&I Insurer. In the event that (i) the W&I Insurer was to claim or act against any of the Sellers, or (ii) the Purchaser was to claim or act against any of the Sellers, in respect of or in relation to any of the Warranties To Be Insured, such Warranties To Be Insured would be deemed null and void.

As from the date hereof until the Closing Date, the Sellers shall, after having made due enquiries with C Picaud (CEO) and G Chevillon (CFO) that have significantly inputted to the disclosure exercise at Signing of this Agreement, disclose to the Purchaser any new events, circumstances or developments which could lead to a breach of warranties under Section 8.2. and 9(a) and (b) of this Agreement (it being understood that any operations contemplated in this Agreement does not require any update).

As an exception to the above, in the event that the W&I Insurance Policy does not cover all or part of the warranties granted pursuant to Section 9(b), those warranties shall be deemed granted by the Sellers acting conjointement mais non solidairement (the “Remaining Warranties”) subject to the limitations on liabilities set forth in Section 10. In the event that the W&I Insurance Policy covers all or part of the Remaining Warranties, those Remaining Warranties which are covered by the W&I Insurance Policy shall be considered as a Warranties To Be Insured for all purposes of this Agreement and excluded from the scope of the Remaining Warranties.

For a period of two (2) years after the Closing Date, Hivest Capital Partners SAS, Hivest I FPCI and Atlas Co-Invest FPS shall not, and shall procure (in respect of Hivest Capital Partners SAS only) that none of their respective Affiliates, make, offer, solicit or induce to enter into, any written or oral arrangement, agreement or understanding regarding employment or retention as a consultant with any individual listed in Schedule 11.

Unless otherwise agreed in writing between some Sellers and the Purchaser, for a period of two (2) years after the Closing Date, Hivest Capital Partners SAS, Hivest I FPCI and Atlas Co-Invest FPS shall not (and shall procure, in respect of Hivest Capital Partners only, that any of its Affiliates shall not), without the prior consent of the Purchaser, during the Restricted Period, alone or jointly with, through, for itself or on behalf of, on in conjunction with, any person, either as principal, partner, manager, advisor, consultant, shareholder, joint-venture partner, agent or in any other capacity whatsoever, directly or indirectly, carry on, participate or be engaged, concerned or interested in activities, competing directly with the current business of the Group Companies in the Restricted Territories (a “Competing Business”).

Subject to the terms and conditions provided herein, each of the Parties shall use its reasonable endeavors to take all measures or to ensure that all measures necessary or advisable under applicable Laws are taken in a timely manner for the consummation of the transactions contemplated by this Agreement. In the event that after the Closing Date, any additional measures are necessary or desirable for the consummation of the transactions contemplated herein, the Parties shall take all such measures, or shall ensure that they are taken.

The Parties hereby agree to sign electronically this Agreement in accordance with the provisions of articles 1366 et seq. of the French Civil code, through the service provider DocuSign who will ensure the security and integrity of the digital copies of this Agreement in accordance with the Electronic Signature Laws and Regulations. Each Party hereby undertakes to take all appropriate measures to ensure that the electronic signature of this Agreement is made by its representative duly authorized for the purposes hereof. Each Party hereby acknowledges and agrees that its signing of this Agreement via the abovementioned electronic process is made in full knowledge of the technology implemented, its relating terms of use and the Electronic Signature Laws and Regulations, and, accordingly, hereby irrevocably and unconditionally waives any right such Party may have to initiate any claim and/or legal action, directly or indirectly arising out of or relating to the reliability of said electronic signature process and/or the evidence of its intention to enter into this Agreement in this respect.

It is acknowledged that as at the signing date of this Agreement, Mr Nicolas Pedrono, was unavailable. The Sellers acknowledge that they are confident that Mr. Pedrono will sign, directly or indirectly, this Agreement promptly after his leave. The Sellers shall make their best efforts to obtain relevant signature or power of attorney from such Seller as soon as possible, or as the case may be exercise the drag-along right pursuant to the current shareholders’ agreement of the Company to ensure the delivery of the Transferred Securities owned by such Seller on Closing. In case of failure to obtain such delivery of the Transferred Securities of Mr Pedrono upon Closing, the Parties shall complete the Transaction without the Transferred Securities of Mr. Pedrono (the Agreement being amended mutatis mutandis in good faith by the Parties to the extent needed) and the Sellers shall pursue any necessary actions to deliver such Transferred Securities as soon as possible, including by means of emergency (référé or à bref délai) legal action, if necessary (and at the cost of the Sellers).

If to the Purchaser, to Cryoport, Inc.:

Cryoport, Inc.

112 Westwood Place – Suite 350

Brentwood, Tennessee 37027

Attn: Robert Stefanovich (CFO) ; Tony Ippolito (GC)

Email: RStefanovich@cryoport.com ;tippolito@cryoport.com

with a copy to:

McDermott Will & Emery AARPI

23, rue de l’Université

75007 - Paris

Attn: Me Bertrand Delafaye

Email: bdelafaye@mwe.com

If to a Seller, to the Sellers’ Representative:

Hivest Capital Partners SAS

24, rue de Prony

75017 - Paris

Attn: Mr. Cédric Lépée / Mr. Barthélemy Grave

Email: cedric@hivestcapital.com / barthelemy@hivestcapital.com

with a copy to:

Hogan Lovells (Paris) LLP

17, avenue Matignon

75008 - Paris

Attn: Me Stéphane Huten

Email: stephane.huten@hoganlovells.com

or to such other Persons or at such other addresses as hereafter may be notified by the Purchaser or the Sellers’ Representative by like notice to the other.

provided that if deemed receipt of any notice or communication occurs after 7:00 p.m. or is not on a Business Day, deemed receipt of the notice shall be 9:00 a.m. on the next Business Day. References to time in this Section 14.3 are to local time in the country of the addressee.

This Agreement (together with the Confidentiality Agreement) represents the entire agreement and understanding of the Parties with reference to the transactions set forth herein and no representations or warranties have been made in connection with this Agreement other than those expressly set forth herein. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement and all prior drafts of this Agreement, all of which are merged into this Agreement. No prior drafts of this Agreement may be used to show the intent of the parties in connection with this Agreement or shall otherwise be admissible into evidence in any proceeding or other legal action involving this Agreement.

The Purchaser hereby explicitly and irrevocably waives its right to (i) benefit from the provisions of article 1223 of the French Civil Code (Code civil) and to accept a partial performance of the Agreement in exchange for a proportional discount of the price (unless otherwise provided, (ii) to benefit from the provisions of article 1226 of the French Civil Code (Code civil) to terminate or intend to terminate the Agreement, (iii) to ask for the caducity of the Agreement due to termination of an agreement supporting the completion of the operations provided therein and (iv) as far as permitted by laws, the benefit of article 1190 and 1602 of the French Civil Code (Code civil).

Each Party hereby acknowledges that it has been dully advised by its own lawyers and professional advisors, and therefore acknowledges that it has been duly and independently informed of its rights and obligations under this Agreement and has been able to negotiate the terms of this Agreement. As a consequence, none of the lawyers or professional advisors shall be considered as the sole legal drafter of this Agreement on behalf of all the Parties, and each Party agrees and acknowledges that this Agreement shall not be qualified as an adhesion contract pursuant to the provisions of article 1110 of the French Civil Code (Code civil).

Notwithstanding any provision to the contrary, the Purchaser hereby explicitly acknowledges and agrees that the Sellers may ask for the enforcement of the Purchaser's undertakings if it breaches its obligations under the Agreement, pursuant to the article 1221 of the French Civil Code (Code civil). The Purchaser agrees and acknowledges that this enforcement is feasible and that there is no disproportion between the cost for the Purchaser and its purpose for the Sellers.

Each Party hereby acknowledges that the provisions of Article 1195 of the French Civil Code (Code civil) shall not apply to this Agreement. Accordingly, each of the Parties represents that he, she or it accepts any risk relating to, or resulting from, an unforeseeable change of circumstances within the meaning of article 1195 of the French Civil Code (Code civil).

This Agreement may be terminated at any time prior to the Closing:

No modification of or amendment to this Agreement shall be valid unless in a writing signed by the Sellers’ Representative (in the name and on behalf of the other Sellers) and the Purchaser and referring specifically to this Agreement and stating the Parties' intention to modify or amend the same. Any waiver of any term or condition of this Agreement must be in writing signed by the Party (the Purchaser or the Sellers’ Representative (in the name and on behalf of the other Sellers)) sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and as may be valid and enforceable.

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Each Party acknowledge and agree, by exception to the provisions of article 1161 of the French Code Civil, that a Party to this Agreement may represent, and act in the name and on behalf of, another Party and, as such, to irrevocably waive its rights to require the invalidity and nullity of the Agreement or any other agreement or document entered into in accordance with the terms and conditions of the Agreement on the basis of article 1161 of the French Code Civil.

Made in Paris, on 20 August, 2020, in the required number of original copies.