Page 14 of 67 SEC Filing
EXHIBIT 3
SECURITY AGREEMENT
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT
(“Agreement”) is made as of the 2nd day of February, 2016 by and among Cesca Therapeutics Inc., a Delaware corporation
(the “Company”), Boyalife Investment Inc. (“Boyalife USA”), and Boyalife (Hong Kong) Limited
(“Boyalife Hong Kong”). Boyalife USA and Boyalife Hong Kong are each referred to in this Agreement, individually,
as an “Investor” and, together, as the “Investors”.
Recitals
A.
The Company and the Investors are executing and delivering this Agreement in reliance upon the exemption from securities
registration afforded by the provisions of Regulation D (“Regulation D”), as promulgated by the U.S. Securities
and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended; and
B.
The Investors wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms
and conditions stated in this Agreement, (i) to Boyalife Hong Kong, an aggregate of up to 14,705,882 (as adjusted for any stock
splits, stock dividends, combinations, recapitalizations or the like) shares (the “Shares”) of the Company’s
Common Stock, par value $0.001 per share (together with any securities into which such shares may be reclassified, the “Common
Stock”), at a purchase price of $0.17 per share (as adjusted for any stock splits, stock dividends, combinations, recapitalizations
or the like) (the “Per Share Price”), (ii) to Boyalife USA, a senior secured debenture in the principal amount
equal to $8,000,000 as of the Initial Closing, which principal amount shall increase by $4,500,000 as of the Subsequent Closing,
in the form attached hereto as Exhibit A (the “Debenture”), and (iii) to the Investors, as set forth
herein, warrants to purchase an aggregate number of shares of Common Stock equal to eighty percent (80%) of the sum of (x) the
Shares plus (y) the number of shares of Common Stock (as adjusted for any stock splits, stock dividends, combinations, recapitalizations
or the like) into which the Debenture is convertible (assuming fully converted into Common Stock as of the Subsequent Closing),
in the form attached hereto as Exhibit B (the “Warrants”); and
C.
At the Initial Closing, the parties hereto will execute and deliver a Nomination and Voting Agreement, in the form attached
hereto as Exhibit C (the “Nomination and Voting Agreement”), pursuant to which, among other things, Boyalife
Hong Kong will be granted the right to designate one member of the Company’s board of directors; and
D.
At the Initial Closing, the Company and Boyalife USA will execute and deliver a Security Agreement, in the form attached
hereto as Exhibit D (the “Security Agreement”), granting to Boyalife USA, as security for the Company’s
obligations under the Debenture, a senior security interest of first priority in all right, title and interests of the Company
in and to substantially all of the assets of the Company.
In consideration of
the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions.
In addition to those terms defined above and elsewhere in this Agreement, for the purposes of this Agreement, the following terms
shall have the meanings set forth below:
