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

4.6 Delivery
of SEC Filings; Business. The Company has made available to the Investors through the EDGAR system, true and complete copies
of the Company’s most recent Annual Report on Form 10-K for the fiscal year ended June 30, 2015 (the “10-K”),
and all other reports filed by the Company pursuant to the 1934 Act since the filing of the 10-K and prior to the date hereof
(collectively, the “SEC Filings”). The SEC Filings are the only filings required of the Company pursuant to
the 1934 Act for such period. The Company is engaged in all material respects only in the business described in the SEC Filings,
and the SEC Filings contain a complete and accurate description in all material respects of the business of the Company.

4.7 Use of Proceeds. The proceeds received
by the Company from this transaction upon the Initial Closing shall first be used to retire all of the Company’s currently
outstanding debentures issued to the Sabby Affiliates, including all liabilities of any kind or nature due and payable to the
Sabby Affiliates. The proceeds received by the Company from this transaction upon the Subsequent Closing will be used for working
capital and general corporate purposes.

4.8 No Material
Adverse Change. Since September 30, 2015, except as identified and described in the SEC Filings, there has not been:

(i)
any change in the consolidated assets, liabilities, financial condition or operating results of the Company from that reflected
in the financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015,
except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material
Adverse Effect, individually or in the aggregate;

(ii)
any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of the capital stock
of the Company, or any redemption or repurchase of any securities of the Company;

(iii)
any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of the Company;

(iv)
any waiver, not in the ordinary course of business, by the Company of a material right or of a material debt owed to it;

(v)
any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by the Company, except in the
ordinary course of business and which is not material to the assets, properties, financial condition, operating results or business
of the Company taken as a whole (as such business is presently conducted and as it is proposed to be conducted);

(vi)
any change or amendment to the Company’s Certificate of Incorporation or by-laws, or material change to any material
contract or arrangement by which the Company is bound or to which any of their respective assets or properties is subject;