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

(d)
Governing Law. This Agreement 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.

(e)
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. All references in this Agreement to sections, paragraphs and exhibits
shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.

(f)
Further Assurances. Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited
liability company, partnership or other powers, all such other and additional instruments and documents and so all such other acts
and things as may be necessary to more fully effectuate this Agreement.

(g)
No Grant of Proxy. This Agreement does not grant any proxy and should not be interpreted as doing so. Nevertheless,
should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled
with an interest and are irrevocable for the term of this Agreement.

(h)
Specific Performance. It is agreed and understood that monetary damages would not adequately compensate an injured
party for the breach of this Agreement by any party, that this Agreement shall be specifically enforceable, and that any breach
or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order.
Further, each party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

(i)
Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument referencing this Agreement and signed by the Company and the Investors.

(j)
No Waiver. The failure or delay by a party to enforce any provision of this Agreement will not in any way be construed
as a waiver of any such provision or prevent that party from thereafter enforcing any other provision of this Agreement. The rights
granted both parties hereunder are cumulative and will not constitute a waiver of either party’s right to assert any other
legal remedy available to it.

(k)
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original,
but all of which together will constitute one and the same agreement. Facsimile copies of signed signature pages will be deemed
binding originals.

(Signature page follows)