Exhibit 10.6
CONSENT, REPAYMENT AND RELEASE AGREEMENT
This CONSENT, REPAYMENT AND RELEASE AGREEMENT (this "Agreement") is entered into
as of February 2, 2016 (the "Effective Date") by and among Cesca Therapeutics
Inc., a Delaware corporation (the "Company"), Sabby Healthcare Master Fund, Ltd.
("Sabby Healthcare Fund") and Sabby Volatility Warrant Master Fund, Ltd. ("Sabby
Volatility Fund", and together with Sabby Healthcare Fund, the "Sabby Parties").
The Company and the Sabby Parties are referred to herein, collectively, as the
"Parties".
RECITALS
WHEREAS, reference is made to (i) that certain Securities Purchase Agreement,
dated August 31, 2015, by and among the Company and the Sabby Parties (the
"Sabby Purchase Agreement"); (ii) those two certain Senior Secured Convertible
Debentures Due August 31, 2045, in the original principal amounts of $3,500,000
and $2,000,000, each as amended pursuant to those amendments dated September 23,
2015, issued to the Sabby Parties pursuant to the Sabby Purchase Agreement (the
"Sabby Debentures"); (iii) that certain Registration Rights Agreement, dated
August 31, 2015, entered into by and among the Company and the Sabby Parties
(the "Registration Rights Agreement"); (iv) those certain Series A Common Stock
Purchase Warrants issued to the Sabby Parties pursuant to the Sabby Purchase
Agreement (the "Series A Warrants"); and (v) those certain Series B Common Stock
Purchase Warrants issued to the Sabby Parties pursuant to the Sabby Purchase
Agreement (the "Series B Warrants" and together with the Sabby Purchase
Agreement, the Sabby Debentures, the Registration Rights Agreement and the
Series A Warrants, the "Sabby Transaction Documents"). Capitalized terms that
are not otherwise defined herein has the meanings given to such terms in the
Sabby Transaction Documents;
WHEREAS, the Company, Boyalife (Hong Kong) Inc. Limited ("Boyalife HK") and
Boyalife Investment Inc. ("Boyalife USA", and together with Boyalife HK, the
"Investors") are entering into a Purchase Agreement, dated on or about the date
hereof ("Boyalife Purchase Agreement"), pursuant to which the Company shall
issue to the Investors the following securities: (i) up to $2.5 million of the
Company's common stock, $0.001 par value per share (the "Common Stock"), at a
purchase price of $0.17 per share (the "Stock Price"), and sale of such shares,
the "Stock Purchase"), (ii) unsecured three-year debentures (convertible at
maturity into Common Stock at the Stock Price per share), with a principal face
amount up to $12.5 million (the "Boyalife Debentures"), and (iii) five-year
warrants to purchase additional shares of Common Stock equal to 80% of the
shares sold to the Investors (assuming full conversion of the Boyalife
Debentures), exercisable at $0.40 per share (the "Boyalife Warrants" and
together with the Boyalife Purchase Agreement and Boyalife Debentures, the
"Boyalife Transaction Documents") (collectively, the "Boyalife Financing");
WHEREAS, in connection with the Boyalife Financing, the Parties desire to
evidence (i) the Sabby Parties' consent to the Boyalife Financing; (ii) the
Sabby Parties' waiver of certain participation rights under the Sabby Purchase
Agreement with respect to the Boyalife Financing; (iii) the Parties' agreement
to the full prepayment and cancellation, without penalty, of the Sabby
Debentures; (iv) the