SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 2015, by and between INTELLICELL BIOSCIENCES, INC., a Nevada corporation (the "Company"), and , a (the "Buyer"). WITNESSETH WHEREAS, subject to the terms herein, the Company wishes to engage in an offering of debentures and warrants for a total offering price of $1,500,000 (the "Offering"); WHEREAS, in connection with the Offering, the Company and the Buyer are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D ("Regulation D") as promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"); WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer, as provided herein, and the Buyer shall purchase (i) $ of debentures, having a face value of $ in the form attached hereto as "Exhibit A" (the "Debentures"), which shall be repayable in cash and (ii) warrants substantially in the form attached hereto as "Exhibit B" (the "Warrants"), to acquire up to 25% of the amount of the debenture amount in shares of Common Stock set forth therein (as exercised, the "Warrant Shares") of which shall be funded within five (5) business days following the date hereof (the "Closing") for a total purchase price of $ (the "Purchase Price"); WHEREAS, contemporaneously with the execution and delivery of this Agreement, (i) the Buyer, the Company, and each subsidiary of the Company are executing and delivering a Security Agreement, Pledge Agreement and Intellectual Property Security Agreement, (all such security agreements shall be referred to as the "Security Agreement," Pledge Agreement" and "Intellectual Property Security Agreement," respectively) pursuant to which the Company and its wholly