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

14.
Governing Law; Consent to Jurisdiction. This Warrant shall be governed by, and construed in accordance with, the
internal laws of the State of California, without reference to the choice of law provisions thereof. The Company and, by accepting
this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of the State of California
located in Sacramento County and the United States District Court for the Northern District of California for the purpose of any
suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service
of process in connection with any such suit, action or proceeding may be served on each party hereto by the same methods as are
specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of
any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.

15.
No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any
rights as a stockholder of the Company by virtue of its ownership of this Warrant.

16.
Amendment; Waiver. Any term of this Warrant may be amended or waived (including the adjustment provisions included
in Section 8 of this Warrant) upon the written consent of the Company and the Warrantholder.

17.
Section Headings. The section headings in this Warrant are for the convenience of the Company and the Warrantholder
and in no way alter, modify, amend, limit or restrict the provisions hereof.