EFTA02038330.pdf

SCHEDULES to the SECURITIES PURCHASE AGREEMENT by and among Intellicell Biosciences, Inc. and the Purchasers signatory thereto Dated: September 2011 EFTA_R1_00552331 EFTA02038330  These Schedules are pursuant to that certain Securities Purchase Agreement dated as of September 2011 (the "Agreement") by and between the Intellicell Biosciences, Inc. and the Purchasers signatory thereto. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement. Any cross-reference herein to a Section of the Schedule shall be deemed to incorporate all matters therein set forth. No implication shall be drawn that any information provided herein is necessarily material or otherwise required to be disclosed, or that the inclusion of such information establishes or implies a standard of materiality or any other standard for disclosure under the Agreement. No representations and warranties are made by Intellicell Biosciences, Inc. other than as and to the extent expressly set forth in the Agreement (as modified or qualified hereby), and none of the information set forth herein is intended to be, nor shall it be construed to be, a representation and warranty independent of such representations and warranties. The descriptive headings of the sections and subsections of these Schedules are for convenience only and do not constitute a part of these Schedules. EFTA_R1_00552332 EFTA02038331  Schedule 3.1(a) Subsidiaries Intellicell Biosciences, Inc., a New York corporation — 100% owned EFTA_R1_00552333 EFTA02038332  Schedule 3.1(g) Capitalization Issuance of Capital Stock since the Form 10-O for the quarter ended June 30. 2011 [TO COME] 4 EFTA_R1_00552334 EFTA02038333  Schedule 3.1(h) SEC Reports; Financial Statements Prior to the consummation of the merger with Intellicell Biosciences, Inc, on June 3, 2011, the Company did not timely file its periodic reports with the Commission during the fiscal year ended December 31, 2010 and the Form 10-Q for the quarterly period ended March 31, 2011. EFTA_R1_00552335 EFTA02038334  Schedule 3.1(1) Material Changes None ( EFTA_R1_00552336 EFTA02038335  Schedule 3.1(i) Patents and Trademarks None. EFTA_R1_00552337 EFTA02038336  Schedule 3.1(s1 Certain Fees We have agreed to provide Garden State Securities, Inc. (the "Placement Agent") the following compensation for sales of Units made to institutional investors who qualify as "accredited investors" as defined under Rule 501(a) under the Securities Act: (i) a cash transaction fee in the amount of either (y) 10% of the gross proceeds of the Offering for investors contacted by the Placement Agent or (z) 2% of the gross proceeds of the Offering for investors referred by the Company ("Company Investors") (ii) either (y) 3% of the gross proceeds as a non-accountable expense allowance for investors contacted by the Placement Agent or (z) I% of the gross proceeds as a non-accountable expense allowance for Company Investors, (iii) warrants (the "Agent Warrants") with "piggy back" registration rights, equal to 10% of the stock issued in the Offering at an exercise price equal to the investor's warrant exercise price of the Offering and (iv) to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended [PLEASE CONFIRM] 8 EFTA_R1_00552338 EFTA02038337  Schedule 3.1(ee) Accountants Rosen Seymour Shapss Martin & Company LLP Certified Public Accountants and Profitability Consultants 757 Third Avenue, Sixth Floor New York, NY 10017-2049 9 EFTA_R1_00552339 EFTA02038338  SOTSI,Pk 1 IW Seniority None. 10 EFTA_R1_00552340 EFTA02038339  Schedule 4.9 Use of Proceeds Placement Agent Commission $1,300,000.00 Legal $200,000.00 Accounting $100,000.00 Clinical Studies $2,000,000.00 Full Time Sales Reps $1,000,000.00 Acquisitions $2,500,000.00 Lab Equipment $800,000.00 Flagship $750,000.00 Sub-total $8,650,000.00 Working Capital S1.350.000.00 Total $10,000,000.00 The amount and timing of the Company's use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations, the success of our product development efforts, competitive and technological developments, and the rate of growth, if any, of our business. The Company's management will have broad discretion in the allocation of the net proceeds of this Offering to the corporate uses stated above. I EFTA_R1_00552341 EFTA02038340