Media Exchange Group (PINK:CWLCD)

Between February 24, 2012 and February 29, 2012, Intellicell Biosciences, Inc. (the “Company”) entered into securities purchase agreements with accredited investors, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company sold (i) an aggregate of 435,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), (ii) class A warrants to purchase an aggregate of 870,000 shares of Common Stock (the “Class A Warrants”), and (iii) class B warrants to purchase an aggregate of 870,000 shares of Common Stock (the “Class B Warrants” and together with the Class A Warrants, the “Warrants”), for aggregate gross cash proceeds of $435,000. To date, the Company has sold its Common Stock and Warrants for aggregate gross proceeds of $2,475,000, which consisted of $1,975,000 of cash and the exchange and cancelation of a promissory note (bearing principal and interest totaling $500,000) and a warrant.

On January 27, 2012, Intellicell Biosciences, Inc. (the “Company”) entered into a securities purchase agreement with an accredited investor, as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company sold an aggregate of twelve thousand five hundred (12,500) shares of our series D convertible preferred stock and a warrant to purchase one hundred twenty-five thousand shares (125,000) of the Company’s common stock, for aggregate gross proceeds of $250,000. On December 15, 2011, this same investor had purchased the same number of shares (12,500) of our series D preferred stock and warrants to purchase the same number of shares of common stock (125,000) on the same terms and conditions as set forth above, for aggregate gross proceeds of $250,000.