Exhibit 10.1

First Amended and Restated
Revolving Credit Agreement

between

Cesca Therapeutics Inc.

“Borrower”

and

Boyalife Asset Holding II, Inc.

“Lender”

TABLE OF CONTENTS

Page

First Amended and Restated
Revolving Credit Agreement

THIS FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “ Agreement ”), dated as of April 16, 2018 (the “ Effective Date ”), is made between CESCA THERAPEUTICS INC. , a Delaware corporation (“ Borrower ”), and BOYALIFE ASSET HOLDING II , INC . , an Illinois corporation (the “ Lender ”) and the successor-in-interest by merger of Boyalife Investment Fund II, Inc. (“ Predecessor ”). This Agreement amends and restates that Revolving Credit Agreement, dated March 6, 2017, previously entered into by Borrower and Predecessor, as amended by Amendment No. 1 thereto dated September 13, 2017 (the “ Prior Agreement ”).

W I T N E S S E T H :

In consideration of the premises and of the mutual covenants herein contained and to induce Lender to extend credit to Borrower, the parties agree as follows:

[ S ignatures Page F ollow s ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to Revolving Credit Agreement]

EXHIBIT 1

Definitions

“ 1934 Act ” has the meaning set forth in Section 5.4 .

“ Advance ” means an advance of proceeds of the Revolving Loan to Borrower pursuant to this Agreement.

“ Advance Date ” means the date on which an Advance is made.

“ Advance Request ” has the meaning set forth in Section 2.3(a) hereof.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Borrower ” has the meaning set forth in the preamble to this Agreement.

“ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in Sacramento, California are authorized or required by law to be closed.

“ Device Business ” means the Borrower’s blood and bone marrow processing device business.

“ Effective Date ” has the meaning set forth in the preamble to this Agreement.

“ Event of Default ” means any event specified as such in Section 7.2 hereof, provided that there shall have been satisfied any requirement in connection with such event for the giving of notice or the lapse of time, or both; “Default” or “default” means any of such events, whether or not any such requirement for the giving of notice or the lapse of time or the happening of any further condition, event or act shall have been satisfied.

“ GAAP ” means generally accepted accounting principles as in effect in the United States from time to time.

“ Indebtedness ” means all obligations now or hereafter owed to Lender by Borrower under the Revolving Loan, the Revolving Note and under this Agreement and any other documents relating to or described in the Revolving Loan, including, without limitation, amounts owed or to be owed under the terms of the Loan Documents, or arising out of the transactions described therein, whether such amounts are now due or hereafter become due, direct or indirect and whether such amounts due are from time to time reduced or entirely extinguished and thereafter re-incurred.

“ Lender ” has the meaning set forth in the preamble to this Agreement.

“ Letter-of-Credit Right ” has the meaning set forth in the Code.

“ Lien ” means any mortgage, pledge, statutory lien or other lien arising by operation of law, security interest, trust arrangement, security deed, financing lease, collateral assignment or other encumbrance, conditional sale or title retention agreement, or any other interest in property designed to secure the repayment of Indebtedness, whether arising by agreement or under any statute or law or otherwise.

“ Loan Documents ” means this Agreement, the Revolving Note, the Advance Requests, and all other documents and instruments now or hereafter evidencing the Indebtedness contemplated hereby or delivered in connection herewith, as they may be modified, amended, extended, renewed or substituted from time to time.

“ Material Adverse Effect ” means any  material adverse effect upon the validity, performance or enforceability of any of the Loan Documents or any of the transactions contemplated hereby or thereby,  material adverse effect upon the properties, business or condition (financial or otherwise) of Borrower taken as a whole, or  material adverse effect upon the ability of Borrower to fulfill any obligation under any of the Loan Documents.

“ Maximum Loan Amount ” has the meaning set forth in the Section 2.1 .

“ Revolving Credit Period ” means the period from and including the date of this Agreement to but not including the Termination Date.

“ Revolving Loan ” has the meaning set forth in the Section 2.1 .

“ Revolving Note ” has the meaning set forth in the Section 2.2 .

“ SEC ” means the United States Securities and Exchange Commission.

“ SEC Documents ” has the meaning set forth in Section 5.4 .

“ Termination Date ” means March 6, 2022.

EXHIBIT 2

Form of Second Amended and Restated Convertible Promissory

1.      Principal and Interest. For value received, Cesca Therapeutics Inc., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Boyalife Asset Holding II, Inc., an Illinois corporation and the successor-in-interest by merger of Boyalife Investment Fund II, Inc. (“ Predecessor ”), together with its successors and assigns (the “ Lender ”), the principal sum of $10,000,000.00, or such lesser amount as may be outstanding from time to time. This Second Amended and Restated Convertible Promissory Note (this “ Note ”) amends and restates that certain Convertible Promissory Note, dated March 6, 2017, issued by Borrower to Predecessor (the “ Original Note ”) and initially amended and restated on September 13, 2017. This Note memorializes the loan contemplated by that certain First Amended and Restated Credit Agreement, dated April 16, 2018, as may be amended from time to time, by and between Borrower and Lender (as amended, the “ Credit Agreement ”) and is subject to the terms and conditions of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

2.      Interest. This Note shall bear simple interest (calculated on the basis of a 360-day year for the actual number of days elapsed) at the annual rate of twenty-two percent (22.0%) of the principal amount of this Note outstanding from time to time, and if such rate is determined to be usurious, then the rate shall be reduced to the highest legally permissible rate. Accrued and unpaid interest shall become due and payable on December 31 of each year.

3.      Maturity. Subject to the conversion provisions set forth in Section 4 hereof, the outstanding principal together with any accrued but unpaid interest under this Note shall be due and payable on March 6, 2022 (the “ Maturity Date ”). Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon written demand by Lender upon an Event of Default and so long as such Event of Default is continuing (in which case the Maturity Date shall be deemed accelerated to the date of the written demand).

4.         Conversion .

(a)      Optional Conversion . At any time prior to the payment in full of this Note, the Lender may elect to convert all or any portion of the unpaid principal amount, together with accrued interest on the portion of principal being converted, into fully paid and non-assessable shares of the common stock, par value $.001 per share (“ Common Stock ”), of the Company by transmitting a copy of an executed notice of conversion to the Borrower. The number of shares of Common Stock into which this Note may be converted pursuant to this Section 4 shall be determined by dividing (x) the outstanding principal amount of this Note (plus the accrued but unpaid interest thereon) which Lender elects to have converted into Common Stock (such amount being treated as if it were cash consideration for the purchase of shares of Common Stock) by (y) the lower of (A) the Conversion Price at the time of conversion, or (B) if the conversion is occurring after the Maturity Date, an amount equal to ninety percent (90%) of the Current Market Price as of the Maturity Date. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). Upon payment of the entire principal amount under this Note, all of the conversion rights provided for in this Note shall automatically and immediately terminate.

(b)      Conversion Price . For purposes hereof, the “ Conversion Price ” of this Note shall be $1.61 per share of Common Stock, subject to adjustment as provided in Section 4 ( d ) hereof.

(c)      Current Market Price . For purposes hereof, the term “ Current Market Price ” means (y) the average VWAP for the 10 consecutive trading days ending on the Maturity Date, or (z) if the Common Stock is not listed or quoted on the NASDAQ Capital Market or another securities exchange or market, the fair value as reasonably determined by the Board of Directors of Borrower. As used herein, the term “ VWAP ” means, for any trading day, the volume weighted average trading price of the Common Stock for such trading day on the NASDAQ Capital Market (or if the Common Stock is no longer traded on the NASDAQ Capital Market, on such other exchange as the Common Stock are then traded).

(d)      Adjustment s to Conversion Price .

(e)      Certain Definitions . For purposes of Section 4(d) , the below defined terms shall have the following meanings:

(f)      Notice of Adjustments . Upon the occurrence of each adjustment pursuant to Section  4(d) , the Borrower at its expense will promptly compute such adjustment in accordance with the terms of this Note and prepare a certificate setting forth such adjustment, including a statement of the adjusted Conversion Price, describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. The Borrower will promptly deliver a copy of each such certificate to the Lender.

(g)      Reservation of Shares Issuable Upon Conversion . The Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Lender, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Section 3 ) upon the conversion of the outstanding principal amount of this Note and payment of interest hereunder. The Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

(h)      Effecting a Conversion . To effect a conversion under this Section 4 , Lender shall provide written notice of such conversion to Borrower, along with such other documents required under Section 4 hereof, at least three Business Days prior to the date of conversion, and the written notice shall state the date on which the conversion will occur. Notwithstanding the foregoing, the total number of shares of Common Stock issued or issuable upon conversion of this Note shall not exceed an amount in excess of 19.99% of Borrower’s outstanding Common Stock as of March 6, 2017 (the date the Original Note was issued), unless and until Borrower obtains the approval of its stockholders as required by the applicable Marketplace Rules of NASDAQ.     

5.        Mechanics of Conversion. As soon as practicable after conversion of this Note pursuant to Section 4 hereof, Lender agrees to surrender this Note for conversion at the principal office of Borrower and agrees to execute all appropriate documentation necessary to effect such conversion. As soon as practicable thereafter, Borrower, at its expense, will cause to be issued in the name of and delivered to Lender, a certificate or certificates for the number of shares of Common Stock to which Lender shall be entitled on such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for Borrower). Such conversion shall be deemed to have been made immediately prior to the close of business on the applicable conversion date set forth in Section 4 above, regardless of whether the Note has been surrendered on such date, provided that Borrower shall not be required to issue a certificate for shares to Lender prior to the surrender of this Note. No fractional shares will be issued on conversion of this Note; in lieu of any fractional share to which Lender would otherwise be entitled, Borrower shall pay to Lender the amount of the outstanding principal balance and/or accrued interest due that is not so converted, such payment to be in cash or by check.

6.        Payment. All payments hereunder shall be made in lawful money of the United States of America directly to Lender at the address of Lender set forth in the Credit Agreement, or at such other place or to such account as Lender from time to time shall designate in a written notice to Borrower. Borrower may prepay the outstanding amount hereof in whole or in part at any time, without penalty. All payments made under this Note shall be applied first to accrued but unpaid interest, and finally to payment of the remaining outstanding principal due hereunder. Whenever any payment hereunder shall be stated to be due, or any other date specified hereunder would otherwise occur, on a day other than a Business Day then, except as otherwise provided herein, such payment shall be made, and such payment date or other date shall occur, on the next succeeding Business Day.

7.         Miscellaneous.

(a)      Assignment. Lender may assign any of its rights, duties, or obligations under this Note upon written notice to Borrower, subject to the limitations set forth in Section 6.3 of the Credit Agreement. Borrower may not, without the prior written consent of Lender, assign any rights, duties, or obligations under this Note; provided, however , Borrower may assign any rights, duties, or obligations under this Note without obtaining prior written consent in connection with a Change in Control (as defined below). The rights and obligations of Borrower and the holder of this Note shall be binding upon and benefit the permitted successors, assigns, heirs, administrators and transferees of the parties. For the purpose of this Secti on 7 (a) , a “ Change in Control ” shall mean the acquisition of Borrower by another entity by means of any transaction or series of related transactions to which Borrower is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding a consolidation with a wholly-owned subsidiary of Borrower, a merger effected exclusively to change the domicile of Borrower) other than a transaction or series of transactions in which the holders of the voting securities of Borrower outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in Borrower held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of Borrower or such surviving entity outstanding immediately after such transaction or series of transactions.

(b)      Amendment. Any provision of this Note may be amended, waived or modified only upon the written consent of Borrower and Lender.

(c)      Waivers. Except as otherwise set forth in this Note, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, protest, demand, notice of dishonor, notice of nonpayment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, and diligence in collection.

(d)      Cumulative Rights. No delay on the part of Lender in the exercise of any power or right under this Note shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right. Enforcement by Lender of any right or remedy for the payment hereof shall not constitute any election by Lender of remedies so as to preclude the exercise of any other remedy available to Lender.

(e)      Interpretation. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Note shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provision of this Note, or the validity or effectiveness of such provision in any other jurisdiction.

(f)      Jurisdiction. Borrower and each Lender hereby (i) submit to the exclusive jurisdiction of the courts of the State of California and the United States Federal courts of the United States sitting in the Northern District of California for the purpose of any action or proceeding arising out of or relating to this Note and any other documents and instruments relating hereto, (ii) agree that all claims in respect of any such action or proceeding may be heard and determined in such courts, (iii) irrevocably waive (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts, and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum and (iv) agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted by law. This Note shall be governed by the law of the State of California, without regard to choice of law or conflicts of law principles thereunder.

(g)       Notices. Any notices or other communications hereunder shall be delivered pursuant to Section 9.3 of the Credit Agreement.

(h)      Integration. This Note and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

  [Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be issued as of the Date of Issuance set forth above.

Accepted and Agreed by Lender:

BOYALIFE ASSET HOLDING II, INC .

By:                                                    

Name: James Xu

Title: General Counsel

[Signature Page to Second Amended and Restated Convertible Promissory Note]

By executing below, the undersigned, in his or her capacity as an officer of Cesca Therapeutics Inc. ( “Borrower”) and not individually, hereby certifies to Boyalife Asset Holding II, Inc. ( “Lender”) that, as of the date hereof, (i) Borrower has performed and complied in all material respects with the conditions, covenants and obligations required to be performed or complied with by Borrower pursuant to Section 3 of that certain First Amended and Restated Revolving Credit Agreement by and between Borrower and Lender dated as of ______, 2018 (the “Credit Agreement”); and (ii) the representations and warranties of Borrower set forth in the Credit Agreement are true and correct in all material respects with the same effect as though the representations and warranties had been made on the date hereof (except to the extent any such representations and warranties were made as of an earlier specified date, which representations and warranties were or are, as applicable, true and correct with respect to such specified date).

Authorized Signature:

Name:

Title:

Cesca Therapeutics Inc.

EXHIBIT 4

Form of First Amended and Restated Nomination and Voting Agreement

CESCA THERAPEUTICS INC.

FIRST AMENDED AND RESTATED
NOMINATION AND VOTING AGREEMENT

This First Amended and Restated Nomination and Voting Agreement (this “ Agreement ”) is made as of April 16, 2018 by and between Cesca Therapeutics Inc., a Delaware corporation (the “ Company ”), and Boyalife (Hong Kong) Limited (“ Investor ”). The Company and the Investor are referred to herein collectively as, the “ Parties ”. This Agreement amends and restates that certain Nomination and Voting Agreement originally entered into by the Parties and Boyalife Investment Inc. (“ Boyalife USA ”) on February 13, 2016 (the “ Original Agreement ”).

WHEREAS, the Original Agreement was entered into pursuant to the terms of that certain Purchase Agreement by and between the Parties and Boyalife USA dated as of February 2, 2016 (the “ Purchase Agreement ”); and

WHEREAS, as a result of substantial changes in the ownership, capitalization, and financing of the Company subsequent to the date of the Purchase Agreement, the Board of Directors of the Company (the “ Board ”) and the Investor have determined that it is advisable and in the best interest of the Company and its stockholders to amend and revise the Original Agreement in the manner set forth herein; and

WHEREAS, because Boyalife USA has been dissolved and has ceased to a party to the Original Agreement, Boyalife USA is not a party hereto.

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 2 hereof, Investor shall have the right to designate certain members to the Board (each, individually, an “ Investor Designee ” and, collectively, the “ Investor Designees ”) as follows:

(i)     At any time until the termination of this Agreement pursuant to Section 2 and subject to the provisions of Section 1(a)(i ii ) below, Investor shall have the right to designate a number of the members of the Board as shall be equal to (x) the Boyalife Ownership Percentage (as defined below) multiplied b y (y) the total number of members of the Board. Solely for purposes of illustrating the foregoing and subject to Section 1(a)(i ii ) below, if the Boyalife Ownership Percentage is 40% and the Board is comprised of 5 members, then Investor would have the right to designate 2 members of the Board ( i.e., 0.4 multiplied by 5 members equals 2).

(ii)     For purposes of this agreement, the “ Boyalife Ownership Percentage ” is an amount equal to, as of any determination date, the result obtained by dividing:

(A) the sum of (i) number of outstanding shares of common stock, par value $.001 per share, of the Company (“ Common Stock ”) held by the Investor, its Affiliates, and their respective successors and assigns as of the determination date plus (ii) the number of shares of Common Stock issuable pursuant to any convertible debt or preferred stock held by the Investor, its Affiliates, and their respective successors and assigns as of the determination date that is immediately convertible as of the determination date without any further payments by the holder thereof (referred to as the “ Determination Date Conversion Shares ”), by

(B) the sum of (i) the total number of outstanding shares of Common Stock as of the determination date plus (ii) the Determination Date Conversion Shares.

The Parties agree and acknowledge that the Boyalife Ownership Percentage is a measure that is used solely for purposes of this Agreement and is not intended to establish or be equal to any ownership percentage calculated and reported under Regulation 13D-G promulgated by the U.S. Securities and Exchange Commission or under any other provision of federal or state securities laws.

(iii)     If the calculation in Section 1(a)(i) above results in the right to designate a fractional member of the Board, then the number of members of the Board for which Investor shall have a designation right shall be rounded up, provided that if rounding up would result in designation of a majority of the Board members at a time when the Boyalife Ownership Percentage is less than 50%, then the number shall be rounded down instead. For purposes of illustrating the foregoing and not in limitation thereof, if the Boyalife Ownership Percentage is 52% at a time when there are 5 members of the Board, then Investor would have the right to designate 3 members of the Board ( i.e., 0.52 multiplied by 5 members equals 2.6, which would be rounded up to 3 members). If, on the other hand, the Boyalife Ownership Percentage is 48% at a time when there are 5 members of the Board, then Investor would have the right to designate 2 members of the Board ( i.e ., 0.48 multiplied by 5 members equals 2.4, which would be rounded down to 2 members because the Boyalife Ownership Percentage is less than 50%).

(b)     Nothing in this Agreement shall preclude the Investor and its Affiliates from exercising any other voting rights or other rights that they may otherwise have under applicable law or otherwise with respect to the shares of Common Stock held by them. For purposes of clarity, the restrictions set forth in Section 1(b) of the Original Agreement are hereby terminated and of no further force and effect.   

(c)     For purposes of his Agreement, the term “ Affiliate ” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such person or entity, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended. The Parties agree, without limitation, that Boyalife Asset Holding II, Inc., a Delaware corporation, and Xiaochun (Chris) Xu shall be deemed to be Affiliates of Investor for purposes of this Agreement.

(d)      Changes in Designees . From time to time so long as Investor has the right to designate an Investor Designee, Investor, in its sole discretion, may:

(i)     notify the Company in writing of an intention to remove from the Board any incumbent Investor Designee; or

(ii)     notify the Company in writing of an intention to select a new Investor Designee to the Board (whether to replace a prior Investor Designee or to fill a vacancy in such Investor Designee Board seat).

In the event of such an initiation of a removal or selection of an Investor Designee under Section 1(a) or this Section 1 ( e ) , the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate stockholders.

2.      Termination . This Agreement shall terminate upon the date on which the Boyalife Ownership Percentage first falls below twenty percent (20%).

3.      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 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 addresses set forth below (or at such other address 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

If to the Investor:

c/o Boyalife Group Ltd.

800 Jiefang Road East

Wuxi City, China 214002

(b)      Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties.

(c)      Entire Agreement; Severability . This Agreements constitutes the full and entire understanding, promise and agreement by and between the Company and the Investor with respect to the subject matter hereof, and it supersedes, merges and renders void every other prior written and/or oral understanding, promise or agreement by and between the Company and the Investor. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms, and the Parties shall use good faith to negotiate a substitute, valid and enforceable provision that replaces the excluded provision and that most nearly effects the Parties’ intent in entering into this Agreement.

(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)      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.

(h)      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 Investor.

(i)      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.

(j)      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 or electronically delivered copies of signed signature pages will be deemed binding originals.

The Parties have executed this First Amended and Restated Nomination and Voting Agreement as of the date first above written.

(Signature page to First Amended and Restated Nomination and Voting Agreement)

5

Exhibit 10.2

1.      Principal and Interest. For value received, Cesca Therapeutics Inc., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Boyalife Asset Holding II, Inc., an Illinois corporation and the successor-in-interest by merger of Boyalife Investment Fund II, Inc. (“ Predecessor ”), together with its successors and assigns (the “ Lender ”), the principal sum of $10,000,000.00, or such lesser amount as may be outstanding from time to time. This Second Amended and Restated Convertible Promissory Note (this “ Note ”) amends and restates that certain Convertible Promissory Note, dated March 6, 2017, issued by Borrower to Predecessor (the “ Original Note ”) and initially amended and restated on September 13, 2017. This Note memorializes the loan contemplated by that certain First Amended and Restated Credit Agreement, dated April 16, 2018, as may be amended from time to time, by and between Borrower and Lender (as amended, the “ Credit Agreement ”) and is subject to the terms and conditions of the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

2.      Interest. This Note shall bear simple interest (calculated on the basis of a 360-day year for the actual number of days elapsed) at the annual rate of twenty-two percent (22.0%) of the principal amount of this Note outstanding from time to time, and if such rate is determined to be usurious, then the rate shall be reduced to the highest legally permissible rate. Accrued and unpaid interest shall become due and payable on December 31 of each year.

3.      Maturity. Subject to the conversion provisions set forth in Section 4 hereof, the outstanding principal together with any accrued but unpaid interest under this Note shall be due and payable on March 6, 2022 (the “ Maturity Date ”). Notwithstanding the foregoing, the entire unpaid principal sum of this Note, together with accrued and unpaid interest thereon, shall become immediately due and payable upon written demand by Lender upon an Event of Default and so long as such Event of Default is continuing (in which case the Maturity Date shall be deemed accelerated to the date of the written demand).

4.      Conversion .

(a)      Optional Conversion . At any time prior to the payment in full of this Note, the Lender may elect to convert all or any portion of the unpaid principal amount, together with accrued interest on the portion of principal being converted, into fully paid and non-assessable shares of the common stock, par value $.001 per share (“ Common Stock ”), of the Company by transmitting a copy of an executed notice of conversion to the Borrower. The number of shares of Common Stock into which this Note may be converted pursuant to this Section 4 shall be determined by dividing (x) the outstanding principal amount of this Note (plus the accrued but unpaid interest thereon) which Lender elects to have converted into Common Stock (such amount being treated as if it were cash consideration for the purchase of shares of Common Stock) by (y) the lower of (A) the Conversion Price at the time of conversion, or (B) if the conversion is occurring after the Maturity Date, an amount equal to ninety percent (90%) of the Current Market Price as of the Maturity Date. The Lender and the Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). Upon payment of the entire principal amount under this Note, all of the conversion rights provided for in this Note shall automatically and immediately terminate.

(b)      Conversion Price . For purposes hereof, the “ Conversion Price ” of this Note shall be $1.61 per share of Common Stock, subject to adjustment as provided in Section 4 ( d ) hereof.

(c)      Current Market Price . For purposes hereof, the term “ Current Market Price ” means (y) the average VWAP for the 10 consecutive trading days ending on the Maturity Date, or (z) if the Common Stock is not listed or quoted on the NASDAQ Capital Market or another securities exchange or market, the fair value as reasonably determined by the Board of Directors of Borrower. As used herein, the term “ VWAP ” means, for any trading day, the volume weighted average trading price of the Common Stock for such trading day on the NASDAQ Capital Market (or if the Common Stock is no longer traded on the NASDAQ Capital Market, on such other exchange as the Common Stock are then traded).

(d)      Adjustment s to Conversion Price .

 (e)      Certain Definitions . For purposes of Section 4(d) , the below defined terms shall have the following meanings:

 (f)      Notice of Adjustments . Upon the occurrence of each adjustment pursuant to Section  4(d) , the Borrower at its expense will promptly compute such adjustment in accordance with the terms of this Note and prepare a certificate setting forth such adjustment, including a statement of the adjusted Conversion Price, describing the transactions giving rise to such adjustments and showing in detail the facts upon which such adjustment is based. The Borrower will promptly deliver a copy of each such certificate to the Lender.

 (g)      Reservation of Shares Issuable Upon Conversion . The Borrower covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Lender, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Section 3 ) upon the conversion of the outstanding principal amount of this Note and payment of interest hereunder. The Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable.

 (h)      Effecting a Conversion . To effect a conversion under this Section 4 , Lender shall provide written notice of such conversion to Borrower, along with such other documents required under Section 4 hereof, at least three Business Days prior to the date of conversion, and the written notice shall state the date on which the conversion will occur. Notwithstanding the foregoing, the total number of shares of Common Stock issued or issuable upon conversion of this Note shall not exceed an amount in excess of 19.99% of Borrower’s outstanding Common Stock as of March 6, 2017 (the date the Original Note was issued), unless and until Borrower obtains the approval of its stockholders as required by the applicable Marketplace Rules of NASDAQ.     

5.      Mechanics of Conversion. As soon as practicable after conversion of this Note pursuant to Section 4 hereof, Lender agrees to surrender this Note for conversion at the principal office of Borrower and agrees to execute all appropriate documentation necessary to effect such conversion. As soon as practicable thereafter, Borrower, at its expense, will cause to be issued in the name of and delivered to Lender, a certificate or certificates for the number of shares of Common Stock to which Lender shall be entitled on such conversion (bearing such legends as may be required by applicable state and federal securities laws in the opinion of legal counsel for Borrower). Such conversion shall be deemed to have been made immediately prior to the close of business on the applicable conversion date set forth in Section 4 above, regardless of whether the Note has been surrendered on such date, provided that Borrower shall not be required to issue a certificate for shares to Lender prior to the surrender of this Note. No fractional shares will be issued on conversion of this Note; in lieu of any fractional share to which Lender would otherwise be entitled, Borrower shall pay to Lender the amount of the outstanding principal balance and/or accrued interest due that is not so converted, such payment to be in cash or by check.

6.      Payment. All payments hereunder shall be made in lawful money of the United States of America directly to Lender at the address of Lender set forth in the Credit Agreement, or at such other place or to such account as Lender from time to time shall designate in a written notice to Borrower. Borrower may prepay the outstanding amount hereof in whole or in part at any time, without penalty. All payments made under this Note shall be applied first to accrued but unpaid interest, and finally to payment of the remaining outstanding principal due hereunder. Whenever any payment hereunder shall be stated to be due, or any other date specified hereunder would otherwise occur, on a day other than a Business Day then, except as otherwise provided herein, such payment shall be made, and such payment date or other date shall occur, on the next succeeding Business Day.

7.      Miscellaneous.

(a)      Assignment. Lender may assign any of its rights, duties, or obligations under this Note upon written notice to Borrower, subject to the limitations set forth in Section 6.3 of the Credit Agreement. Borrower may not, without the prior written consent of Lender, assign any rights, duties, or obligations under this Note; provided, however , Borrower may assign any rights, duties, or obligations under this Note without obtaining prior written consent in connection with a Change in Control (as defined below). The rights and obligations of Borrower and the holder of this Note shall be binding upon and benefit the permitted successors, assigns, heirs, administrators and transferees of the parties. For the purpose of this Secti on 7 (a) , a “ Change in Control ” shall mean the acquisition of Borrower by another entity by means of any transaction or series of related transactions to which Borrower is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding a consolidation with a wholly-owned subsidiary of Borrower, a merger effected exclusively to change the domicile of Borrower) other than a transaction or series of transactions in which the holders of the voting securities of Borrower outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in Borrower held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of Borrower or such surviving entity outstanding immediately after such transaction or series of transactions.

(b)      Amendment. Any provision of this Note may be amended, waived or modified only upon the written consent of Borrower and Lender.

(c)     Waivers. Except as otherwise set forth in this Note, Borrower, for itself and its legal representatives, successors and assigns, expressly waives presentment, protest, demand, notice of dishonor, notice of nonpayment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, and diligence in collection.

(d)      Cumulative Rights. No delay on the part of Lender in the exercise of any power or right under this Note shall operate as a waiver thereof, nor shall a single or partial exercise of any other power or right. Enforcement by Lender of any right or remedy for the payment hereof shall not constitute any election by Lender of remedies so as to preclude the exercise of any other remedy available to Lender.

(e)      Interpretation. Whenever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Note shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such law or regulation, or, if for any reason it is not deemed so modified, it shall be ineffective and invalid only to the extent of such prohibition or invalidity without affecting the remaining provision of this Note, or the validity or effectiveness of such provision in any other jurisdiction.

(f)      Jurisdiction. Borrower and each Lender hereby (i) submit to the exclusive jurisdiction of the courts of the State of California and the United States Federal courts of the United States sitting in the Northern District of California for the purpose of any action or proceeding arising out of or relating to this Note and any other documents and instruments relating hereto, (ii) agree that all claims in respect of any such action or proceeding may be heard and determined in such courts, (iii) irrevocably waive (to the extent permitted by applicable law) any objection which it now or hereafter may have to the laying of venue of any such action or proceeding brought in any of the foregoing courts, and any objection on the ground that any such action or proceeding in any such court has been brought in an inconvenient forum and (iv) agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner permitted by law. This Note shall be governed by the law of the State of California, without regard to choice of law or conflicts of law principles thereunder.

(g)      Notices. Any notices or other communications hereunder shall be delivered pursuant to Section 9.3 of the Credit Agreement.

(h)      Integration. This Note and the other Loan Documents constitute the sole agreement of the parties with respect to the subject matter hereof and thereof and supersede all oral negotiations and prior writings with respect to the subject matter hereof and thereof.

  [Signature Page Follows]

IN WITNESS WHEREOF, Borrower has caused this Note to be issued as of the Date of Issuance set forth above.

Accepted and Agreed by Lender:

BOYALIFE ASSET HOLDING II, INC .

By:         /s/ James Xu                                 

Name: James Xu

Title: General Counsel

[Signature Page to Second Amended and Restated Convertible Promissory Note]

Exhibit 10.3

CESCA THERAPEUTICS INC.

FIRST AMENDED AND RESTATED
NOMINATION AND VOTING AGREEMENT

This First Amended and Restated Nomination and Voting Agreement (this “ Agreement ”) is made as of April 16, 2018 by and between Cesca Therapeutics Inc., a Delaware corporation (the “ Company ”), and Boyalife (Hong Kong) Limited (“ Investor ”). The Company and the Investor are referred to herein collectively as, the “ Parties ”. This Agreement amends and restates that certain Nomination and Voting Agreement originally entered into by the Parties and Boyalife Investment Inc. (“ Boyalife USA ”) on February 13, 2016 (the “ Original Agreement ”).

WHEREAS, the Original Agreement was entered into pursuant to the terms of that certain Purchase Agreement by and between the Parties and Boyalife USA dated as of February 2, 2016 (the “ Purchase Agreement ”); and

WHEREAS, as a result of substantial changes in the ownership, capitalization, and financing of the Company subsequent to the date of the Purchase Agreement, the Board of Directors of the Company (the “ Board ”) and the Investor have determined that it is advisable and in the best interest of the Company and its stockholders to amend and revise the Original Agreement in the manner set forth herein; and

WHEREAS, because Boyalife USA has been dissolved and has ceased to a party to the Original Agreement, Boyalife USA is not a party hereto.

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 2 hereof, Investor shall have the right to designate certain members to the Board (each, individually, an “ Investor Designee ” and, collectively, the “ Investor Designees ”) as follows:

(i)     At any time until the termination of this Agreement pursuant to Section 2 and subject to the provisions of Section 1(a)(i ii ) below, Investor shall have the right to designate a number of the members of the Board as shall be equal to (x) the Boyalife Ownership Percentage (as defined below) multiplied b y (y) the total number of members of the Board. Solely for purposes of illustrating the foregoing and subject to Section 1(a)(i ii ) below, if the Boyalife Ownership Percentage is 40% and the Board is comprised of 5 members, then Investor would have the right to designate 2 members of the Board ( i.e., 0.4 multiplied by 5 members equals 2).

(ii)     For purposes of this agreement, the “ Boyalife Ownership Percentage ” is an amount equal to, as of any determination date, the result obtained by dividing:

(A) the sum of (i) number of outstanding shares of common stock, par value $.001 per share, of the Company (“ Common Stock ”) held by the Investor, its Affiliates, and their respective successors and assigns as of the determination date plus (ii) the number of shares of Common Stock issuable pursuant to any convertible debt or preferred stock held by the Investor, its Affiliates, and their respective successors and assigns as of the determination date that is immediately convertible as of the determination date without any further payments by the holder thereof (referred to as the “ Determination Date Conversion Shares ”), by

(B) the sum of (i) the total number of outstanding shares of Common Stock as of the determination date plus (ii) the Determination Date Conversion Shares.

The Parties agree and acknowledge that the Boyalife Ownership Percentage is a measure that is used solely for purposes of this Agreement and is not intended to establish or be equal to any ownership percentage calculated and reported under Regulation 13D-G promulgated by the U.S. Securities and Exchange Commission or under any other provision of federal or state securities laws.

(iii)     If the calculation in Section 1(a)(i) above results in the right to designate a fractional member of the Board, then the number of members of the Board for which Investor shall have a designation right shall be rounded up, provided that if rounding up would result in designation of a majority of the Board members at a time when the Boyalife Ownership Percentage is less than 50%, then the number shall be rounded down instead. For purposes of illustrating the foregoing and not in limitation thereof, if the Boyalife Ownership Percentage is 52% at a time when there are 5 members of the Board, then Investor would have the right to designate 3 members of the Board ( i.e., 0.52 multiplied by 5 members equals 2.6, which would be rounded up to 3 members). If, on the other hand, the Boyalife Ownership Percentage is 48% at a time when there are 5 members of the Board, then Investor would have the right to designate 2 members of the Board ( i.e ., 0.48 multiplied by 5 members equals 2.4, which would be rounded down to 2 members because the Boyalife Ownership Percentage is less than 50%).

(b)     Nothing in this Agreement shall preclude the Investor and its Affiliates from exercising any other voting rights or other rights that they may otherwise have under applicable law or otherwise with respect to the shares of Common Stock held by them. For purposes of clarity, the restrictions set forth in Section 1(b) of the Original Agreement are hereby terminated and of no further force and effect.   

(c)     For purposes of his Agreement, the term “ Affiliate ” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such person or entity, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended. The Parties agree, without limitation, that Boyalife Asset Holding II, Inc., a Delaware corporation, and Xiaochun (Chris) Xu shall be deemed to be Affiliates of Investor for purposes of this Agreement.

(d)      Changes in Designees . From time to time so long as Investor has the right to designate an Investor Designee, Investor, in its sole discretion, may:

(i)     notify the Company in writing of an intention to remove from the Board any incumbent Investor Designee; or

(ii)     notify the Company in writing of an intention to select a new Investor Designee to the Board (whether to replace a prior Investor Designee or to fill a vacancy in such Investor Designee Board seat).

In the event of such an initiation of a removal or selection of an Investor Designee under Section 1(a) or this Section 1 ( e ) , the Company shall take such reasonable actions as are necessary to facilitate such removals or elections, including, without limitation, soliciting the votes of the appropriate stockholders.

2.       Termination . This Agreement shall terminate upon the date on which the Boyalife Ownership Percentage first falls below twenty percent (20%).

3.       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 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 addresses set forth below (or at such other address 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

If to the Investor:

c/o Boyalife Group Ltd.

800 Jiefang Road East

Wuxi City, China 214002

(b)      Successors and Assigns . The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties.

(c)      Entire Agreement; Severability . This Agreements constitutes the full and entire understanding, promise and agreement by and between the Company and the Investor with respect to the subject matter hereof, and it supersedes, merges and renders void every other prior written and/or oral understanding, promise or agreement by and between the Company and the Investor. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms, and the Parties shall use good faith to negotiate a substitute, valid and enforceable provision that replaces the excluded provision and that most nearly effects the Parties’ intent in entering into this Agreement.

(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)      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.

(h)      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 Investor.

(i)      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.

(j)      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 or electronically delivered copies of signed signature pages will be deemed binding originals.

The Parties have executed this First Amended and Restated Nomination and Voting Agreement as of the date first above written.

(Signature page to First Amended and Restated Nomination and Voting Agreement)

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