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

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Page 45 of 67 SEC Filing

EXHIBIT A TO SECURED CONVERTIBLE DEBENTURE

FORM OF SUBSCRIPTION

(To be signed only on conversion of Secured
Convertible Debenture)

To: CESCA THERAPEUTICS INC.

The undersigned, pursuant
to the provisions set forth in the attached Secured Convertible Debenture, hereby irrevocably elects to convert the balance of
such Secured Convertible Debenture (equal to $__________ ) into _____ shares of the Common Stock of the Company.

Please issue a certificate or certificates representing_________
shares of Common Stock in the name of the undersigned or in such other name or names as are specified below:

(Name)

(Address)

The undersigned represents
that the undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of
1933, as amended, and that the aforesaid shares are being acquired for the account of the undersigned for investment and not with
a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing
or reselling such shares, all except as in compliance with applicable securities laws. The undersigned further represents that
the aforesaid conversion complies with Section 5 of the Secured Convertible Debenture.

(Signature must conform in all respects to
name of the Payee as specified on the face of the Secured Convertible Debenture)
(Print
Name)
(Address)

Dated:______________

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