SECURITY AGREEMENT THIS SECURITY AGREEMENT dated as of June , 2015 (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 and its successors and assigns (the "Secured Party"). WHEREAS, the Secured Party and the Parent have entered into a Securities Purchase Agreement dated as of the date hereof (the "Securities Purchase Agreement") pursuant to which the Secured Party will purchase from the Parent a Secured Debenture (the "Debenture") in the original principal amount of 00/100 Dollars (S ) and warrants for the purchase of the Parent's common stock; WHEREAS, it is a condition precedent to the effectiveness of the Securities Purchase Agreement and the transactions contemplated thereby that the Grantors execute and deliver this Agreement; and WHEREAS, each Grantor has determined that the execution, delivery and performance of this Agreement directly benefits, and is in the best interest of, such Grantor. NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICLE 1. DEFINITIONS AND INTERPRETATIONS 1.1 Recitals. The above recitals are true and correct and are incorporated herein, in their entirety, by this reference. 1.2 Interpretations. Nothing herein expressed or implied is intended or shall be construed to confer upon any person other than the Secured Party any right, remedy or claim under or by reason hereof. 1.3 Definitions. (a) To the extent used in this Agreement and not defined herein, terms defined in the UCC shall