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

5.7 Legends. It is understood that,
except as provided below, the Securities, and any certificates evidencing the Shares, the Warrant Shares and the Debenture
Shares may bear the following or any similar legend (including any additional legends required by applicable state law):

“THE SECURITIES REPRESENTED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE
SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY
AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

5.8 Accredited
Investor. Such Investor is an accredited investor as defined in Rule 501(a) of Regulation D, as amended, under the 1933 Act.

5.9 No General Solicitation. Such Investor
did not learn of the investment in the Securities as a result of any public advertising or general solicitation.

5.10 Brokers and Finders.
No person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company or such Investor for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of such Investor.

5.11 Prohibited
Transactions. Since the earlier of (a) such time when such Investor was first contacted by the Company or any other
Person regarding the transactions contemplated hereby or (b) thirty (30) days prior to the date hereof, neither such Investor
nor any Affiliate of such Investor nor any Person acting on behalf of or pursuant to any understanding with such Investor
(collectively, “Trading Affiliates”) has, directly or indirectly, effected or agreed to effect any short
sale, whether or not against the box, established any “put equivalent position” (as defined in Rule 16a-1(h)
under the 1934 Act) with respect to the Common Stock, granted any other right (including, without limitation, any put or call
option) with respect to the Common Stock or with respect to any security that includes, relates to or derived any significant
part of its value from the Common Stock or otherwise sought to hedge its position in the Securities (each, a
“Prohibited Transaction”). Prior to the termination of this Agreement, such Investor shall not, and shall
cause its Trading Affiliates not to, engage, directly or indirectly, in a Prohibited Transaction.