Intellicell Biosciences Inc (fka SVFC)

[BigBadWolf]

$$SVFC $$YA $$Global $$CDA $$AGreement

WHEREAS , contemporaneously with the execution and delivery of this Agreement, (i) the Buyer, the Company, and each subsidiary of the Company are executing and delivering a Security Agreement, Pledge Agreement and Intellectual Property Security Agreement, (all such security agreements shall be referred to as the “ Security Agreement, ” Pledge Agreement ” and “ Intellectual Property Security Agreement, ” respectively) pursuant to which the Company and its wholly owned subsidiaries agree to provide the Buyer a security interest and lien on all of their personal property assets, and (ii) each subsidiary of the Company is executing and delivering a Guaranty Agreement dated the date hereof (the “ Guaranty ” and collectively with the Security Agreement, the Pledge Agreement and the Intellectual Property Security Agreement, the “ Security Documents ”) in favor of the Buyer;

(ee) Dilutive Effect . The Company understands and acknowledges that the number of Conversion Shares issuable upon conversion of the Convertible Debentures will increase in certain circumstances. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Convertible Debentures in accordance with this Agreement and the Convertible Debentures in accordance with this Agreement, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(e) Reservation of Shares . Within thirty (30) days of the Closing Date, the Company shall reserve for issuance to the Buyers 1,500,000,000 shares for issuance upon conversions of the Convertible Dentures and the issuance upon exercise of the Warrants in accordance with the terms thereof (collectively, the “ Share Reserve ”). The Company represents that it has sufficient authorized and unissued shares of Common Stock available to create the Share Reserve after considering all other commitments that may require the issuance of Common Stock. The Company shall take all action reasonably necessary to at all times have authorized, and reserved for the purpose of issuance, such number of shares of Common Stock as shall be necessary to effect the full conversion of the Convertible Debentures. If at any time the Share Reserve is insufficient to effect the full conversion of the Convertible Debentures shall increase the Share Reserve accordingly. If the Company does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall call and hold a special meeting of the shareholders within thirty (30) days of such occurrence, for the sole purpose of increasing the number of shares authorized. The Company’s management shall recommend to the shareholders to vote in favor of increasing the number of shares of Common Stock authorized. Management shall also vote all of its shares in favor of increasing the number of authorized shares of Common Stock.

(k) Restriction on Issuance of the Capital Stock . So long as any Convertible Debentures are outstanding, the Company shall not, without the prior written consent of the Buyer, (i) issue or sell shares of Common Stock or the Company’s preferred stock without consideration or for a consideration per share less than the bid price of the Common Stock determined immediately prior to its issuance, provided , however , the Company shall not issue any shares of Series A super majority voting preferred stock or Series B convertible preferred stock, (ii) issue any preferred stock, warrant, option, right, contract, call, or other security or instrument granting the holder thereof the right to acquire Common Stock without consideration or for a consideration less than such Common Stock’s Bid Price determined immediately prior to it’s issuance, provided , however , the Company shall not issue any shares of Series A super majority voting preferred stock or Series B convertible preferred stock, (iii) increase its authorized shares of Common Stock, (iv) enter into any security instrument granting the holder a security interest in any and all assets of the Company, other than Permitted Liens (as defined in the Security Agreement) or (iv) file any registration statement including registration statements on Form S-8.

(m) Rights of First Refusal . For a period of eighteen (18) months from the Closing Date, if the Company intends to issue, sell or exchange debt or securities for new issued or existing debt or securities, including without limitation shares of any class of common stock, any class of preferred stock, options, warrants or any other securities convertible or exercisable into shares of common stock (whether the offering is conducted by the Company, underwriter, placement agent or any third party) the Company shall be obligated to offer to the Buyer such issuance, sale or exchange of debt or securities, by providing in writing the principal amount of capital it intends to raise and outline of the material terms of such capital raise, prior to offering such issuance, sale or exchange of debt or securities to any third parties including, but not limited to, current or former officers or directors, current or former shareholders, creditors, plaintiffs in litigation and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Buyers shall have three (3) business days from receipt of such notice of issuance, sale or exchange of debt or securities to accept or reject all or a portion of such capital raising offer.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9849847