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

(i)
the Securities;

(ii)
securities issued or issuable to officers, directors and employees of, or consultants to, the Company pursuant to stock
grants, option plans, purchase plans or other employee stock incentive programs or arrangements approved by the Board of Directors
of the Company, or upon exercise of options or warrants granted to such parties pursuant to any such plan or arrangement;

(iii)
securities issued upon the exercise or conversion of options, warrants or convertible securities outstanding as of the date
of this Agreement;

(iv)
securities issued or issuable in connection with the acquisition of another corporation by the Company by merger, purchase
of substantially all of the assets or other reorganization or pursuant to a joint venture, development project or other strategic
transaction, provided, that the terms of such issuances are approved by the Board of Directors of the Company;

(v)
securities issued or issuable to banks, lessors or other financial institutions pursuant to a debt financing or commercial
leasing transaction;

(vi)
securities issued or issuable in connection with sponsored research, collaboration, technology license, development, OEM,
marketing or other similar agreements or strategic partnerships approved by the Board of Directors of the Company;

(vii)
securities issued or issuable to suppliers or third party service providers in connection with the provision of goods or
services pursuant to transactions approved by the Board of Directors of the Company; and

(viii)
any right, option or warrant to acquire any security convertible into the securities excluded from the definition of New
Securities pursuant to subsections (i) through (vii) above.

(b)
In the event the Company has closed a sale or issuance of New Securities, it shall give the Investors written notice of
the terms of the sale or issuance not less than fifteen (15) days after such closing. Each Investor shall have ten (10) days from
the date of receipt of such written notice to exercise its Participation Rights by giving written notice to the Company, and the
Investors shall participate on the same terms and conditions as the other investors and shall execute and deliver definitive transaction
documents in the same form as the other investors as requested by the Company.

(c)
The Participation Rights granted to the Investors in this Section 7.3 shall not be applicable to an Investor if (i)
at the time of the issuance of New Securities such Investor is not an “Accredited Investor” as defined in Regulation
D, Rule 501(a) of the 1933 Act and (ii) such issuance of New Securities is only being offered to Accredited Investors.