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LJ Silver

04/28/14 12:12 PM

#64057 RE: BigBadWolf #64054

Okay well let me know when everything gets check off the list.
LJ

(xv) Within five (5) days of the Closing Date, the Buyer shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Buyer.

(xvi) Within thirty (30) days of the Closing Date, the Buyer shall have received a collateral assignment by and among the Company, the Buyer and AIOS, in form and substance satisfactory to the Buyer, in its sole and exclusive discretion.

(xvii) Within thirty (30) days of the Closing Date, the Company shall have created the Share Reserve.

(xviii) Within thirty (30) days of the Closing Date, the Company shall have replaced Continental Stock Transfer, its current transfer agent, with Worldwide Stock Transfer, Inc.

(xix) Within thirty (30) days of the Closing Date, the Company shall execute and deliver to the Buyer Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, in its sole and exclusive discretion, and acknowledged in writing by Worldwide Stock Transfer, Inc., the Company’s stock transfer agent.

(xx) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that that certain federal tax lien relating to Federal Tax Warrant, Filing No. 201309230542534, has been discharged and any judgment related thereto satisfied.

(xxi) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that those liens imposed by New York State pursuant to that certain (A) New York State Tax Warrant Id. No. E-036881173-W001-3, Docket Date 9/10/2013 and (B) New York State Tax Warrant, Warrant Id. No. E-036881173-W003-2, Docket Date 1/14/2014, have been discharged and any judgments related thereto satisfied.

(xxii) Within sixty (60) days of the Closing Date, the Company shall have delivered to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Ironridge Global IV, Ltd., including, without limitation, that certain matter entitled Intellicell Biosciences, Inc. v. Ironridge Global IV, Ltd., Inc, pending in the Supreme Court of the State of New York, County of New York, Trial Term Part, Index No. 652800/2013, has been dismissed with prejudice.



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(xxiii) Within seven (7) days of the date on which the litigation with Ironridge Global IV, Ltd. has been dismissed with prejudice, the Buyer shall, in accordance with the provisions of Article 9 of the UCC, demand that Ironridge confirm that the Buyer may terminate any and all UCC-1 financing statements against the Buyer.

(xxiv) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Jankoff & Gabe PC, including without limitation that certain matter entitled Jankoff & Gabe PC v. Intellicell Biosciences, Inc., pending in the Civil Court of the City of New York, Case No. CV01751612NY, has been dismissed with prejudice.

(xxv) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Sherb & Co, including, without limitation, that certain matter entitled Sherb & Co v. Intellicell Biosciences, Inc., pending in the New York City Supreme Court – Civil Division, Case No. 003153860, has been dismissed with prejudice.

(xxvi) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer evidence, satisfactory to the Buyer in its sole and exclusive discretion, that any and all litigation with Waldner’s Business Environments, Inc., including, without limitation, that certain matter entitled Waldner’s Business Environments, Inc. v. Intellicell Biosciences, Inc., pending in the Supreme Court of the State of New York, County of New York; Index No. 156741/2013, has been dismissed with prejudice.

(xxvii) Within thirty (30) days of the Closing Date, the Company shall deliver to the Buyer a Satisfaction of Judgment with respect to that certain warrant filed September 6, 2013 in favor of the Commissioner of Labor, State of New York, notice of receipt of an amount equal to $4,420, constituting payment in full, having been delivered to the Company by the State of New York, Department of Labor, Unemployment Insurance Division, pursuant to a letter dated February 20, 2014.

(xxviii) Within thirty (30) days of the Closing Date, the Company shall, and shall cause all of its subsidiaries to, add the Buyer as an “Additional Insured,” “Lender Loss Payee” or similar designation on all insurance policies held by the Company and its subsidiaries.

(xxix) Within thirty (30) days of the Closing Date, the Company shall, and shall cause its subsidiaries to, enter into deposit account control agreements with respect to all bank accounts held by the Company and any subsidiary of the Company, all such deposit account control agreements to be in form and substance satisfactory to the Buyer in its sole and exclusive discretion.

(xxx) Within thirty (30) days of the Closing Date, the Company shall have hired a full time Chief Financial Officer.

BigBadWolf

04/28/14 12:56 PM

#64063 RE: BigBadWolf #64054

Wonder how many conversions could take place just in the month of May alone, (during that 30 day new OTCQB application/application fee & the 30 day time frame for such (re)uplisting after the required new application is filed & paid for :-D) as they could have been sent daily since the signing of said Convertible Debenture Agreement.