Intellicell Biosciences Inc (fka SVFC)

[BigBadWolf]

$$YA $$Global $$will $$not $$Give $$up $$the $$Pledged $$Collateral $$Shares $$Locked $$Up but dreams sometimes do turn into nightmares as the below trumps even First Right of Refusal into $$YA $$Global's $$Favor $$FACT....SVFC can not issue more shares w/o $$YA's approval & ALL collateral, public to private has been $$Pledged to $$YA & $$Priority $$First $$Rights to $$YA

FORM OF LOCKUP AGREEMENT

The undersigned hereby agrees that for a period commencing on March 11, 2014 and expiring on the date thirty (30) days after the date that all amounts owed to YA Global Master SPV, Ltd. (the “ Buyer ”), under the Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between Intellicell Biosciences, Inc. (the “ Company ”) and the Buyer dated March 11, 2014 have been paid (the “ Lock-up Period ”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or any beneficial interest therein (collectively, the “ Securities ”) except in accordance with the volume limitations set forth in Rule 144(e) of the General Rules and Regulations under the Securities Act of 1933, as amended.

In order to enable the aforesaid covenants to be enforced, the undersigned hereby consents to the placing of legends and/or stop-transfer orders with the transfer agent of the Company’s securities with respect to any of the Securities registered in the name of the undersigned or beneficially owned by the undersigned, and the undersigned hereby confirms the undersigned’s investment in the Company.

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

btw preferred shares are Company Securities & I deal in FACTS that have always been available to ALL all along
$$YA $$Global $$NO $$Legal $$Battle $$Needed $$for $$Control $$of $$SVFC $$ASSETS $$Default $$FACT

11. Appointed Attorney-in-Fact . Each Pledgor hereby appoints the Pledgee and any other officer or agent thereof as the true and lawful attorney-in-fact of such Pledgor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that Pledgee may deem reasonably necessary or advisable (in its reasonable judgment) to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Pledgee shall have the right, (a) upon the occurrence of an Event of Default, with full power of substitution either in any Pledgee’s name or in the name of such Pledgor, to endorse checks, drafts, orders and other instruments for the payment of money payable to a Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same; and (b) upon the occurrence of an Event of Default, with full power of substitution either in the Pledgee’s name or in the name of such Pledgor, to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same.

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

$$YA $$FACTS $$Global $$Easy $$SVFC $$YA $$Global $$Reservation $$of $$Shares

(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.

$$Series $$Fpreferred(s) make that point above of calling for a Special Shareholder meeting mute. http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9726352

$$SVFC $$YA $$Global $$Facts....not hope, hype, ifs or maybes...just simple facts available to all, as is the history of $$YA $$Global's toxic financing agreements aka convertible debenture agreements & results of said. The collateral for this deal was every damn asset held by SVFC, the NY private companies, Patent, all intellectual rights right down to the plants & pencils in the offices, Indisputable FACT & all contained quite clearly & unequivocally in the CDA so
$$SVFC - let's look @ the size of those $$YA $$Global future tranches...the next one 9.99% of the O/S $$FACT
wonder what that next conversion will look like for $$YA $$Global
$$SVFC $$YA $$Global $$Fact $$YA $$Global $$SVFC $$FACT If trades go off at 0.0000485 for three days then $$YA gets the next tranche at 0.00002352 (nothing in the $$CDA about 0.0001 trades being a trade basis limit). That's only $23,520 off the debt per billion shares.

$1,900,000 divided by $23,250 (value of 1B shares) = 81.720430 Billion now should YA want to hold any shares for later it would be more reasonable to be holding 7-8+ $$Billion or more shares but then again that would also depend on what a buyer would pay for the pledged collateral...either way a win win for YA a huge loss for shareholders' & shareholder value $$FACT