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

FORM OF SECURED CONVERTIBLE DEBENTURE

THE
TRANSFER OF THIS DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF IS SUBJECT TO RESTRICTIONS CONTAINED HEREIN. THIS
DEBENTURE AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAS BEEN ISSUED IN RELIANCE UPON THE REPRESENTATION OF PAYEE THAT
IT HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF. THIS DEBENTURE
AND THE COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY
TO COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

SECURED CONVERTIBLE DEBENTURE

1.
Principal. For value received, CESCA THERAPEUTICS INC., a Delaware corporation (the “Company”),
hereby promises to pay to the order of Boyalife Investments Inc. (the “Payee”), whose address is as set forth
below, or such other address as the holder of this Secured Convertible Debenture (this “Debenture”) may designate
in writing, the principal amount outstanding under this Debenture from time to time, up to $12,500,000. This Debenture is part
of the Securities offered and sold to the Payee pursuant to the terms of that certain Purchase Agreement dated on or about the
date hereof (the “Purchase Agreement”). This Debenture and any shares of Common Stock issued pursuant to the
terms hereof are subject to the terms of the Purchase Agreement. The principal amount outstanding as of the Issue Date is $8,000,000,
with an additional $4,500,000 added to the principal amount upon the occurrence of the Subsequent Closing under the Purchase Agreement.
All capitalized terms used but not defined herein shall have the meanings assigned to them in the Purchase Agreement.

2.
Interest. This Debenture shall bear simple interest at a rate per annum of 22% of the principal amount of this Debenture
outstanding from time to time, which interest shall accrue and be payable on the Maturity Date. This Debenture shall be convertible
into shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) pursuant to
the terms of Section 5 hereof.

3.
Maturity. Subject to the conversion provision set forth in Section 5 hereof, the outstanding principal amount
of this Debenture outstanding from time to time, together with all accrued and unpaid interest thereon, shall be due and payable
in full on the third anniversary of the date hereof (the “Maturity Date”).