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

5.12 Lock-Up.

(a)
Agreement. Such Investor agrees that for a period of six months following the Initial Closing Date (which the Company
may extend in order to comply with FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto),
such Investor shall not cause or permit any Transfer of any shares of Common Stock (including the Securities, shares of Common
Stock acquired pursuant to the Secondary Stock Purchases and any securities received in exchange therefore) received pursuant to
this Agreement, as part of the Securities or the Secondary Stock Purchases. In furtherance of the foregoing, such Investor agrees
that until the six month anniversary of the Initial Closing Date (which the Company may extend in order to comply with FINRA Rule
2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto) (a) the Company is authorized to place “stop
orders” on its books to prevent any transfer of Common Stock held by such Investor in violation of this Agreement, and (ii)
the Company and any duly appointed transfer agent for the registration or transfer of the securities described herein are hereby
authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of Section
5.12(a) of this Agreement. Such Investor shall be deemed to have effected a “Transfer” of a security if
such Investor directly or indirectly: (i) sells, pledges, encumbers, assigns, grants an option with respect to, transfers or disposes
of such security or any interest in such security; or (ii) enters into an agreement or commitment providing for the sale of, pledge
of, encumbrance of, assignment of, grant of an option with respect to, transfer of or disposition of such security or any interest
therein.

(b)
Legend. Such Investor understands and agrees that the certificates evidencing the Shares, the Warrant Shares, the
Debenture Shares and shares of Common Stock acquired pursuant to the Secondary Stock Purchases shall bear the following legend
in substantially the following form:

“THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, INCLUDING A LOCK-UP PERIOD AS SET FORTH IN AN AGREEMENT
AMONG THE COMPANY AND THE ORIGINAL HOLDERS OF THESE SHARES, COPIES OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY.”

6. Conditions to Closings.

6.1 Conditions
to the Investors’ Obligations at the Initial Closing. The obligation of each Investor to purchase the Shares, the Debenture,
the Boyalife Hong Kong Warrants and the Initial Boyalife USA Warrants, as applicable, at the Initial Closing, is subject to the
fulfillment to such Investor’s satisfaction, on or prior to the Initial Closing Date, of the following conditions, any of
which may be waived by such Investor: