13D Filing: Boyalife Investment Enters Into Agreement With Cesca Therapeutics Inc. (KOOL)

“Intellectual
Property Rights” means the ownership or right to use patents, patent applications, trademarks, trademark applications,
service marks, trade names, copyrights, licenses and other similar rights in connection with the respective businesses of the Company
as described in the SEC Filings.

“Material Adverse
Effect” means a material adverse effect on (i) the assets, liabilities, results of operations, condition (financial or
otherwise), or business of the Company taken as a whole, or (ii) the ability of the Company to perform its obligations under the
Transaction Documents.

“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.

“Pro Rata”
means, with respect to each Investor, a ratio with (a) the numerator equal to the sum of (i) the Shares issued to such Investor
under this Agreement (ii) the Debenture Shares issuable to such Investor, (iii) the Warrant Shares issuable to such Investor and
(iv) the number of shares of the Company’s Common Stock purchased by such Investor pursuant to the Secondary Stock Purchases
(b) the denominator equal to the sum of (i) the aggregate number of Shares issued to the Investors under this Agreement, (ii) the
aggregate number of Debenture Shares issuable to the Investors, (iii) the aggregate number of Warrant Shares issuable to the Investors
and (iv) the aggregate number of shares of the Company’s Common Stock purchased by the Investors pursuant to the Secondary
Stock Purchases.

“Sabby Affiliates”
shall mean Sabby Healthcare Master Fund, Ltd., Sabby Volatility Warrant Master Fund, Ltd. and their Affiliates.

“SEC Filings” has the meaning set
forth in Section 4.6.

“Securities”
means the Shares, the Debenture, the Debenture Shares, the Warrants and the Warrant Shares.

“Subsequent
Boyalife USA Warrants” means Warrants to purchase an aggregate number of shares of Common Stock equal to the aggregate
number of Boyalife USA Warrants subtracted by the number of Initial Boyalife Warrants.

“Transaction
Documents” means this Agreement, the Nomination and Voting Agreement, the Debenture and the Warrants.

“Warrant Shares”
means the shares of Common Stock issuable upon the exercise of the Warrants.

“1933
Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations
promulgated thereunder.