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

14.
Governing Law. This Debenture is being executed and delivered and is intended to be performed, in the State of California,
and the laws of such state shall govern the construction, validity, enforcement and interpretation hereof, except to the extent
federal laws otherwise govern the validity, construction, enforcement and interpretation hereof.

15.
Headings. The headings of the paragraphs of this Debenture are inserted for convenience only and shall not be deemed
to constitute a part hereof.

16.
Successors and Assigns. Payee may not, without the prior written consent of the Company, assign any rights, duties,
or obligations under this Debenture. The Company may not, without the prior written consent of the Payee, assign any rights, duties,
or obligations under this Debenture; provided, however, the Company may assign any rights, duties, or obligations under
this Debenture without obtaining prior written consent in connection with a Change in Control (as defined below). All of the promises
and agreements in this Debenture contained by or on behalf of the Company shall bind its permitted successors and assigns, whether
so expressed or not. For the purpose of this Section 16, a “Change in Control” shall mean the acquisition
of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including,
without limitation, any stock acquisition, reorganization, merger or consolidation but excluding a consolidation with a wholly-owned
subsidiary of the Company, a merger effected exclusively to change the domicile of the Company) other than a transaction or series
of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction
continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting
securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least
fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding
immediately after such transaction or series of transactions.

17.
Counterparts. This instrument may be executed in counterparts and delivered by facsimile, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.

[Signatures appear on the following page.]