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Replies to post #79790 on Intellicell Biosciences Inc (fka SVFC)
10/24/14 10:38 AM
Rights of First Refusal . For a period beginning on the date hereof and ending on the date that is eighteen (18) months after the date hereof, if the Obligor intends to raise additional capital by the issuance or sale of capital stock of the Obligor, including without limitation shares of any class of its 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 Obligor, underwriter, placement agent or any third party) the Obligor shall be obligated to offer to the Holder such issuance or sale of capital stock, 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 the offering such issuance or sale of capital stock to any third parties including, but not limited to, current or former officers or directors, current or former shareholders and/or investors of the obligor, underwriters, brokers, agents or other third parties. The Holder shall have three (3) business days from receipt of such notice of the sale or issuance of capital stock to accept or reject all or a portion of such capital raising offer.
EXHIBIT A
DEFINITION OF COLLATERAL
For the purpose of securing prompt and complete payment and performance by the Grantors of all of the Obligations, each Grantor unconditionally and irrevocably hereby grants to the Secured Party a continuing security interest in and to, and lien upon, the following “ Collateral ” of the Grantors (all capitalized terms used herein and not defined in the Agreement shall have the respective meanings ascribed thereto in the UCC):
All personal property of each Grantor, wherever located and whether now or hereinafter existing and whether now owned or hereafter acquired, of every kind and description, tangible or intangible, including without limitation, all:
1. Goods;
2. Inventory, including, without limitation, all goods, merchandise and other personal property which are held for sale or lease, or are furnished or to be furnished under any contract of service or are raw materials, work-in-process, supplies or materials used or consumed in the Grantors’ business, and all products thereof, and all substitutions, replacements, additions or accessions therefor and thereto; and any cash or non-cash Proceeds of all of the foregoing;
3. Equipment, including, without limitation, all machinery, equipment, furniture, parts, tools and dies, of every kind and description, of the Grantors (including automotive equipment and motor vehicles), now owned or hereafter acquired by the Grantor, and used or acquired for use in the business of the Grantors, together with all accessions thereto and all substitutions and replacements thereof and parts therefor and all cash or non-cash Proceeds of the foregoing;
4. Fixtures, including, without limitation, all goods which are so related to particular real estate that an interest in them arises under real estate law and all accessions thereto, replacements thereof and substitutions therefor, including, but not limited to, plumbing, heating and lighting apparatus, mantels, floor coverings, furniture, furnishings, draperies, screens, storm windows and doors, awnings, shrubbery, plants, boilers, tanks, machinery, stoves, gas and electric ranges, wall cabinets, appliances, furnaces, dynamos, motors, elevators and elevator machinery, radiators, blinds and all laundry, refrigerating, gas, electric, ventilating, air-refrigerating, air-conditioning, incinerating and sprinkling and other fire prevention or extinguishing equipment of whatsoever kind and nature and any replacements, accessions and additions thereto, Proceeds thereof and substitutions therefor;
5. Instruments (including promissory notes);
6. Documents;
7. Accounts, including, without limitation, all Contract Rights and accounts receivable, health-care-insurance receivables, and license fees; any other obligations or indebtedness owed to a Grantor from whatever source arising; all rights of a Grantor to receive any payments in money or kind; all guarantees of Accounts and security therefor; all cash or non-cash Proceeds of all of the foregoing; all of the right, title and interest of the Grantors in and with respect to the goods, services or other property which gave rise to or which secure any of the accounts and insurance policies and proceeds relating thereto, and all of the rights of the Grantors as an unpaid seller of goods or services, including, without limitation the rights of stoppage in transit, replevin, reclamation and resale and all of the foregoing, whether now existing or hereafter created or acquired;
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8. Contracts and Contract Rights, including, to the extent not included in the definition of Accounts, all rights to payment or performance under a contract not yet earned by performance and not evidenced by an Instrument or Chattel Paper;
9. Chattel Paper (whether tangible or electronic);
10. Deposit Accounts (and in and to any deposits or other sums at any time credited to each such Deposit Account);
11. Money, cash and cash equivalents;
12. Letters of Credit and Letter-of-Credit Rights (whether or not the Letter of Credit is evidenced by a writing);
13. Commercial Tort Claims;
14. Securities Accounts, Security Entitlements, Securities, Financial Assets and all other Investment Property, including, without limitation, all ownership or membership interests in any subsidiaries or affiliates (whether or not controlled by the Grantors);
15. General Intangibles, including, without limitation, all Payment Intangibles and Intellectual Property, tax refunds and other claims of the Grantors against any governmental authority, and all choses in action, insurance proceeds, goodwill customer lists, formulae, permits, research and literary rights, and franchises.
16. Farm Products;
17. All books and records and information (including all ledger sheets, files, computer programs, tapes and related data processing software) evidencing an interest in or relating to any of the foregoing and/or to the operation of the Grantors’ business, and all rights of access to such books and records, and information, and all property in which such books and records, and information are stored, recorded and maintained.
18. To the extent not already included above, all Supporting Obligations, and any and all cash and non-cash Proceeds, products, accessions, and/or replacements of any of the foregoing, including proceeds of insurance covering any or all of the foregoing.
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EXHIBIT C
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.
10/24/14 10:45 AM
Steven Victor Convertible Promissory Note
On October 1, 2013, the Company issued a $1,000,000 convertible promissory note to Dr. Steven Victor, the Company’s CEO, to convert $585,794 of accrued salary and $414,206 of personal loans due to Dr. Steven Victor (the “Victor Note”). The Victor Note is payable on demand and bears an annual 12% simple interest rate. The Victor Note is convertible into shares of the Company’s common stock at a price equal to the average five trading day closing bid price during the five days immediately prior to the conversion date multiplied by one and a half.
On October 1, 2013, the Company was advised that the Victor Note was assigned to Redwood as part of Redwood Deal #5.
On January 1, 2014, the Company issued an $80,000 convertible promissory note to Dr. Steven Victor, the Company’s CEO, to convert $80,000 of accrued salary, and bears simples interest of 12% per annum. On March 26, 2014, the $80,000 convertible promissory note was assigned to Gene Kaslow (the “Kaslow Note”).
On March 19, 2014, the Gene Kaslow converted the full $80,000 of principal into 31,720,856 shares of the Company’s common stock.
As of March 31, 2014, the Kaslow Note had a principal balance of $-0- and accrued interest of $2,400.
Anna Rhodes Convertible Promissory Note
On October 1, 2013, the Company issued a $389,711 convertible promissory note to Anna Rhodes, the Company’s Executive Vice President, to convert $229,464 of accrued salary and $160,247 of personal loans due to Anna Rhodes (the “Rhodes Note”). The Rhodes Note is payable on demand and bears an annual 12% simple interest rate. The Rhodes Note is convertible into shares of the Company’s common stock at a price equal to the average five trading day closing bid price during the five days immediately prior to the conversion date multiplied by one and a half.
On October 1, 2013, the Company was advised that the Rhodes Note was assigned to Redwood as part of Redwood Deal #5.
On January 1, 2014, the Company issued an $80,000 convertible promissory note to Dr. Steven Victor, the Company’s CEO, to convert $80,000 of accrued salary, and bears simples interest of 12% per annum. On March 26, 2014, the $80,000 convertible promissory note was assigned to Gene Kaslow (the “Kaslow Note”).
On March 19, 2014, the Gene Kaslow converted the full $80,000 of principal into 31,720,856 shares of the Company’s common stock.
As of March 31, 2014, the Kaslow Note had a principal balance of $-0- and accrued interest of $2,400.
TOTAL STOCKHOLDERS' DEFICIT (21,167,614) March 31, 2014 (9,849,067) December 31, 2013
NET LOSS $ (13,004,773) $ (1,058,459)
Number of shares of common stock issued and outstanding as of June 18, 2014 is 2,355,075,373.
Accumulated deficit (61,908,223) March 31, 2014 (48,903,450) December 31, 2013
Number of shares of common stock issued and outstanding as of June 18, 2014 is 2,355,075,373.
The number of outstanding shares of the Registrant’s Common Stock, $0.0001 par value, at May 9, 2014 was 2,230,314,377.
