Page 9 of 67 SEC Filing
EXHIBIT 2
CESCA THERAPEUTICS INC.
NOMINATION AND VOTING AGREEMENT
This Nomination and
Voting Agreement (this “Agreement”) is made as of February 13, 2016 by and among Cesca Therapeutics Inc., a
Delaware corporation (the “Company”) Boyalife Investment Inc. (“Boyalife USA”), and Boyalife
(Hong Kong) Limited (“Boyalife Hong Kong”). Boyalife USA and Boyalife Hong Kong are each referred to in this
Agreement, individually, as an “Investor” and, together, as the “Investors”. The Company
and the Investors are referred to herein collectively as, the “Parties”.
WHEREAS, this Agreement
is being entered into pursuant to the terms of that certain Purchase Agreement by and between the Parties dated as of February
2, 2016 (the “Purchase Agreement”); and
WHEREAS, as a condition
to the consummation of the transactions contemplated by the Purchase Agreement (the “Financing”), pursuant to
which, among other things, the Company issued to Boyalife USA that certain debenture in the form attached as Exhibit A to
the Purchase Agreement (the “Debenture”), the Parties have agreed to enter into this Agreement, which grants
to Boyalife Hong Kong the right to designate one member to the Company’s Board of Directors (the “Board”)
and imposes certain other limitations on nominations of additional members to the Board by the Investors.
NOW, THEREFORE, in
consideration of the mutual promises and covenants herein contained, and other consideration, the receipt and adequacy of which
is hereby acknowledged, the Parties hereto agree as follows:
1.
Board of Directors.
(a)
Designation
of Directors. Until the termination of this Agreement pursuant to Section 5 hereof, or as otherwise set forth below,
Boyalife Hong Kong shall have the right to designate certain members to the Company’s Board (each, individually, an “Investor
Designee” and, collectively, the “Investor Designees”) as follows:
(i)
For so long as the principal outstanding under the Debenture remains outstanding and Boyalife Hong Kong continues to own
of record or beneficially at least twenty percent (20%) of issued and outstanding shares of the Company’s Common Stock, $0.001
par value per share (the “Common Stock”), Boyalife Hong Kong shall have the right to designate one member to
the Company’s Board; and
(ii)
Upon a conversion into Common Stock of all the principal and interest outstanding under the Debenture and which such conversion
constitutes a Change in Control, then (A) the Investors shall have the right to designate three members to the Company’s
Board and (B) the Company shall, as soon as reasonably practicable following such conversion, fix and maintain the size of the
Company’s Board at seven (7) directors. For this purposes of this Section 1(a)(ii), “Change in Control”
means a conversion of the Debenture which results in the Investors owning at least 50% of the Company’s shares of Common
Stock on a fully diluted basis.
