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

 

FORM OF SECURITY AGREEMENT

 

SECURITY
AGREEMENT

This Security Agreement
(as amended, modified or otherwise supplemented from time to time, this “Security Agreement”) is made as of
[●], 2016, by and between Cesca Therapeutics Inc., a Delaware corporation (together with its successors and assigns, the
“Company”), and Boyalife Investment Inc. (the “Investor”).

RECITALS

A.
The Company, the Investor and Boyalife (Hong Kong) Limited have entered into a Purchase Agreement, dated as of the date
hereof (the “Purchase Agreement”), pursuant to which the Company has issued a secured convertible debenture
to the Investor, dated as of the date hereof (as amended, modified or otherwise supplemented from time to time (the “Debenture”),
with an aggregate principal amount of $8,000,000 as of the Initial Closing (as defined in the Purchase Agreement), which principal
amount shall increase by $4,500,000 as of the Subsequent Closing (as defined in the Purchase Agreement).

B.
In order to induce the Investor to enter into the Purchase Agreement and purchase the Debenture, the Company has agreed
to enter into this Security Agreement and to grant the Investor the security interest in the Collateral described below.

AGREEMENT

NOW, THEREFORE, in
consideration of the above recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company hereby agrees with the Investor as follows:

1.
Definitions and Interpretation. When used in this Security Agreement, the following terms have the following respective
meanings:

“Collateral” has the
meaning given to that term in Section 2 hereof.

“Obligations”
means the obligations owed by the Company to the Investor under the Debenture.

“UCC”
means the Uniform Commercial Code as in effect in the State of California from time to time.

All capitalized terms
not otherwise defined herein shall have the respective meanings given in the Debenture. Unless otherwise defined herein, all terms
defined in the UCC have the respective meanings given to those terms in the UCC.

2.
Grant of Security Interest. As security for the Obligations, the Company hereby grants to the Investor a senior
security interest of first priority in all right, title and interests of the Company in and to substantially all of the assets
of the Company, whether now or hereafter acquired (collectively, the “Collateral”). Notwithstanding the foregoing,
the security interest granted herein shall not extend to and the term “Collateral” shall not include any equipment
or other property financed by a third party.