CLASS A COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.Intellicell Biosciences, Inc. • October 24th, 2012 • Surgical & medical instruments & apparatus
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
EXCHANGE AGREEMENTExchange Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of _______ __, 2012, is made by and between Intellicell Biosciences, Inc., a Nevada corporation (“Company”), and each of the purchasers listed on Schedule A annexed hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This Intellectual Property License Agreement (the "Agreement") is made and entered into this 20th day of July, 2012, by and between Lasersculpt, Inc., a Delaware corporation ("Lasersculpt") and Intellicell Biosciences, Inc., a New York corporation (the "Company").
AMENDMENT AGREEMENTAmendment Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT AGREEMENT, dated as of _____ __, 2012 (this “Agreement”), by and between by Intellicell Biosciences, Inc., a Nevada corporation (“Company”) and each of the purchasers listed on Schedule A attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”), amends that certain securities purchase agreement, dated February 2012, by and between the Company and the Purchasers (“Purchase Agreement”).
AMENDMENT AGREEMENTAmendment Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
THIS AMENDMENT AGREEMENT, dated as of October __, 2012 (this “Agreement”), by and between by Intellicell Biosciences, Inc., a Nevada corporation (“Company”) and each of the purchasers listed on Schedule A attached hereto (individually, a “Purchaser” and collectively, the “Purchasers”), amends (i) that certain securities purchase agreement by and between the Company and each of the Purchasers (collectively, the “Purchase Agreement”), (ii) the certificate of designation (“Certificate of Designation”) for the shares of series D convertible preferred stock, par value $0.01 per share (“Series D Preferred Stock”) and (iii) the warrant to purchase shares of common stock issued to each Purchaser in the name and amount as set forth on Schedule A attached hereto (each a “Warrant,” and collectively the “Warrants,” and together with the Purchase Agreement and the Certificate of Designation, the “Prior Agreements”).
