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

(c) Application
of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails
of any remedy hereunder (as well as any other amounts of any kind held by the Investor at the time of, or received by the Investor
after, the occurrence of an Event of Default) shall be paid to and applied as follows:

(i)
First, to the payment of reasonable costs and expenses, including all amounts expended to preserve the value of the
Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper
fees, expenses, liability and advances;

(ii)
Second, to the payment to the Investor of the amount then owing or unpaid under the Debenture (to be applied first
to accrued interest and second to outstanding principal); and

(iii)
Third, to the payment of the surplus, if any, to the Company, its successors and assigns, or to whomsoever may be
lawfully entitled to receive the same.

7. Miscellaneous.

(a) Notices.
All notices and other communications hereunder shall be in writing and shall be deemed received (a) on the date of delivery if
delivered personally and/or by messenger service, (b) on the date of confirmation of receipt of transmission by facsimile (or,
the first Business Day (as defined in the Purchase Agreement) following such receipt if (i) the date is not a Business Day or (ii)
confirmation of receipt is given after 5:00 p.m., Pacific Time) or (c) on the date of confirmation of receipt if delivered by a
nationally or internationally recognized courier service (or, the first Business Day following such receipt if (i) the date is
not a Business Day or (ii) confirmation of receipt is given after 5:00 p.m., Pacific Time), to the parties at the following address
or facsimile numbers (or at such other address or facsimile number for a party as shall be specified by like notice):

If to the Company:

Cesca Therapeutics Inc.

2711 Citrus Road

Rancho Cordova, California 95742

Attention: Chief Executive Officer

With a copy to:

Dorsey & Whitney LLP
305 Lytton Avenue

Palo Alto, CA, 94301
Attention: Evan Ng, Esq.

If to the Investor:

c/o Boyalife Group Ltd.
800 Jiefang Road East
Wuxi City, China 214002