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

8.4 Titles and Subtitles. The titles and
subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this
Agreement.

8.5 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed received (a) on the date of delivery if delivered personally and/or by messenger
service, (b) on the date of confirmation of receipt of transmission by facsimile (or, the first Business Day following such receipt
if (i) the date is not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Pacific Time) or (c) on the date
of confirmation of receipt if delivered by a nationally or internationally recognized courier service (or, the first Business
Day following such receipt if (i) the date is not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Pacific
Time), to the parties at the following address or facsimile numbers (or at such other address or facsimile number for a party
as shall be specified by like notice):

If to the Company:

Cesca Therapeutics Inc.

2711 Citrus Road

Rancho Cordova, California 95742

Attention: Chief Executive Officer

With a copy to:

Dorsey & Whitney LLP
305 Lytton Avenue

Palo Alto, CA, 94301
Attention: Evan Ng, Esq.

If to either of the Investors:

c/o Boyalife Group Ltd.
800 Jiefang Road East
Wuxi City, China 214002

8.6 Expenses. The parties hereto shall
pay their own costs and expenses in connection herewith. In the event that legal proceedings are commenced by any party to this
Agreement against another party to this Agreement in connection with this Agreement or the other Transaction Documents, the party
which does not prevail in such proceedings shall pay the reasonable attorneys’ fees and other reasonable out-of-pocket costs
and expenses incurred by the prevailing party in such proceedings.

8.7 Amendments and Waivers. Any term of this
Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance
and either retroactively or prospectively), only with the written consent of the Company and the Investors. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon each holder of any Securities purchased under this Agreement
at the time outstanding, each future holder of all such Securities, and the Company.