0001013762-14-000222 Sample Contracts

GUARANTY AGREEMENT
Guaranty Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

This GUARANTY AGREEMENT dated as of March 11, 2014 (the “Guaranty”) is given by Intellicell Biosciences, Inc., a New York corporation (“Intellicell”), ICBS Research Corp., a New York corporation (“ICBS”), and Tech-Stem, Inc., a New York corporation (“Tech Stem” and collectively with Intellicell and ICBS, the ”Guarantors” and each, a “Guarantor”), in favor of YA Global Master SPV, Ltd. and its successors and assigns (the “Secured Party”).

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SECURITY AGREEMENT
Security Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS SECURITY AGREEMENT dated as of March 11, 2014 (the “Agreement”) is by and among Intellicell Biosciences, Inc., a Nevada corporation (the “Parent”), Intellicell Biosciences, Inc., a New York corporation (“Intellicell”), ICBS Research Corp., a New York corporation (“ICBS”) and Tech-Stem, Inc., a New York corporation (“Tech Stem” and collectively with the Parent, Intellicell and ICBS, the ”Grantors” and each, a “Grantor”), in favor of YA Global Master SPV, Ltd. and its successors and assigns (the “Secured Party”).

PLEDGE AGREEMENT
Pledge Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS PLEDGE AGREEMENT dated as of March 11, 2014 (the “Agreement”) by and among Intellicell Biosciences, Inc., a Nevada corporation (the “Parent”), Intellicell Biosciences, Inc., a New York corporation (“Intellicell”), ICBS Research Corp., a New York corporation (“ICBS”), and Tech-Stem, Inc., a New York corporation (“Tech Stem” and collectively with the Parent, Intellicell and ICBS, the ”Pledgors” and each, a “Pledgor”), in favor of YA Global Master SPV, Ltd. and its successors and assigns (the “Pledgee”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Debenture or Security Agreement, as applicable.

INTELLECTUAL PROPERTY SECURITY AGREEMENT
Intellectual Property Security Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT dated as of March 11, 2014 (this “Agreement”) by and among Intellicell Biosciences, Inc., a Nevada corporation (the “Parent”), Intellicell Biosciences, Inc., a New York corporation (“Intellicell”), ICBS Research Corp., a New York corporation (“ICBS”), and Tech-Stem, Inc., a New York corporation (“Tech Stem” and collectively with the Parent, Intellicell and ICBS, the ”Grantors” and each, a “Grantor”), in favor of YA Global Master SPV, Ltd. and its successors and assigns (the “Secured Party”).

PLEDGE AGREEMENT
Pledge Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS PLEDGE AGREEMENT dated as of March 11, 2014 (the “Agreement”) by and among Intellicell Biosciences, Inc., a Nevada corporation (the “Parent”), Intellicell Biosciences, Inc., a New York corporation (“Intellicell”), ICBS Research Corp., a New York corporation (“ICBS”), and Tech-Stem, Inc., a New York corporation (“Tech Stem” and collectively with the Parent, Intellicell and ICBS, the ”Pledgors” and each, a “Pledgor”), in favor of YA Global Master SPV, Ltd. and its successors and assigns (the “Pledgee”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Debenture or Security Agreement, as applicable.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 12th, 2014 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 11, 2014, by and between INTELLICELL BIOSCIENCES, INC., a Nevada corporation (the “Company”), and YA GLOBAL MASTER SPV, LTD., a Cayman Islands exempted company (the “Buyer”).

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