EXHIBIT 10.3 DISTRIBUTION AGREEMENT [GRAPHIC OMITTED] 3031 COMMERCE DRIVE, SUITE B FORT GRATIOT, MI 48059 AVL INFORMATION SYSTEMS, INC WORLDWIDE EXCLUSIVE. DISTRIBUTION AGREEMENT This agreement entered into effective this 30th day of Sept., 2001...Distribution Agreement • December 6th, 2001 • I Track Inc • Services-computer integrated systems design • Michigan
Exhibit 4.10 CONSULTING AGREEMENT Agreement made as of the 23rd day of April 2004 between China Wireless Communications, Inc. (hereinafter referred to as "Company"), and Richard Chan (hereinafter referred to as "Consultant"): Company desires to engage...Consulting Agreement • April 27th, 2004 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
RECITALSAssignment and Assumption Agreement • April 9th, 2003 • China Wireless Communications Inc • Services-computer integrated systems design
CLASS A COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.Security Agreement • October 24th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
WITNESETH:Separation Agreement • April 22nd, 2004 • China Wireless Communications Inc • Services-computer integrated systems design
WARRANT AGREEMENTWarrant Agreement • November 6th, 2000 • I Track Inc • New York
SHARE EXCHANGE AGREEMENT by and between I-TRACK, INC., A NEVADA CORPORATIONShare Exchange Agreement • March 18th, 2003 • I Track Inc • Services-computer integrated systems design • Nevada
Exhibit 4.5 CONSULTING SERVICES AGREEMENT ----------------------------- This CONSULTING SERVICES AGREEMENT ("AGREEMENT"), is made effective this 27th day of January, 2004, between China Wireless Communications, Inc (the "COMPANY") whose principle...Consulting Services Agreement • April 27th, 2004 • China Wireless Communications Inc • Services-computer integrated systems design
THIS MANAGEMENT SERVICES AGREEMENT made as of this 1st day of January, 2002 B E T W E E N: "I-Track", Inc. a corporation incorporated under the laws of the State of Nevada (the "Princple") OF THE FIRST PARTManagement Services Agreement • April 15th, 2002 • I Track Inc • Services-computer integrated systems design • Ontario
EXHIBIT 10.15Consulting Agreement • April 15th, 2005 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February __, 2012, between Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CLASS B COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.Securities Agreement • February 23rd, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus
THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXHIBIT 10.6 EXTENSION AGREEMENT TO INVESTMENT CONTRACT BETWEEN GOLDVISION TECHNOLOGIES LTD. AND STRATEGIC COMMUNICATIONS PARTNERS, INC. DATED FEBRUARY 7, 2003 EXTENSION AGREEMENT TO INVESTMENT CONTRACT -------------------------------...Extension Agreement • April 9th, 2003 • China Wireless Communications Inc • Services-computer integrated systems design
Exhibit 4.11 CONSULTING AGREEMENT Agreement made this 23rd day of April 2004 between China Wireless Communications, Inc. (hereinafter referred to as "Company"), and Charles R. Blazek (hereinafter referred to as "Consultant"). Company desires to engage...Consulting Agreement • April 27th, 2004 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.17Employment Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
Exhibit 4.13 CONSULTING AGREEMENT Agreement made this 23rd day of April 2004 between China Wireless Communications, Inc. (hereinafter referred to as "Company"), and Michael Bowden (hereinafter referred to as "Consultant"): Company desires to engage...Consulting Agreement • April 27th, 2004 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.19Employment Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
EXHIBIT 10.47 REVOLVING LINE OF CREDIT AGREEMENT AND PROMISSORY NOTE DATED JANUARY 1, 2007 IN THE AMOUNT OF $30,000 PAYABLE TO HENRY ZAKS REVOLVING LINE OF CREDIT AGREEMENT This Revolving Line of Credit Agreement (the "Agreement") is made and entered...Revolving Line of Credit Agreement • April 13th, 2007 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
AVL Information Systems, Inc. 2323 Passingham Dr. Sarnia, Ontario Canada N7T 7H4 Web Site: www.avlinfosys.com Email: inquire@avlinfosys.com AVL INFORMATION SYSTEMS LIMITED INTERNATIONAL DISTRIBUTION AGREEMENT This agreement entered into effective this...International Distribution Agreement • January 17th, 2001 • I Track Inc • Services-computer integrated systems design • Michigan
Exhibit 10.8 REGULATION S STOCK PURCHASE AGREEMENT Dated October 22, 2003Regulation S Stock Purchase Agreement • April 22nd, 2004 • China Wireless Communications Inc • Services-computer integrated systems design • Arizona
COMMITTED EQUITY FACILITY AGREEMENTCommitted Equity Facility Agreement • June 13th, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • Nevada
This Committed Equity Facility Agreement (the “Agreement”) is dated as of the 31st day of May, 2012, by and between TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Investor”) and INTELLICELL BIOSCIENCES, INC., a Nevada corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • Nevada
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2012 among Intellicell Biociences, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
INVESTMENT CONTRACT THIS AGREEMENT made as of the 1st day of August 2003 BETWEEN: Beijing Goldvision Technologies Ltd., a Chinese company, having an office at (hereinafter called "Goldvision")Investment Contract • April 22nd, 2004 • China Wireless Communications Inc • Services-computer integrated systems design
EXHIBIT 10.33 CONVERSION ELECTION LETTER DATED NOVEMBER 13, 2006 FROM MICHAEL A. BOWDEN Michael A. Bowden 2945 Yates Street Denver, Colorado 80212 November 13, 2006 China Wireless Communications, Inc. Attn: Board of Directors 1746 Cole Boulevard,...Convertible Note Subscription Agreement • April 13th, 2007 • China Wireless Communications Inc • Services-computer integrated systems design
At this time, I would like to request conversion of my Convertible Note Subscription Agreement (#4), dated as of August 1, 2005, in the amount of $10,000.00 plus interest due December 31, 2006 to common stock of China Wireless Communications, Inc. according to the terms of the Note.
COMMON STOCK PURCHASE WARRANT INTELLICELL BIOSCIENCES, INC.Security Agreement • November 21st, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
i-Track, Inc. 3031 Commerce Drive, Building B Fort Gratiot, Michigan 48058 (810) 469-3500Selling Agent Agreement • January 17th, 2001 • I Track Inc • Services-computer integrated systems design
SUBSCRIPTION AGREEMENTSubscription Agreement • November 21st, 2012 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between Intellicell Biosciences, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
EXHIBIT 10.7Employment Agreement • April 9th, 2003 • China Wireless Communications Inc • Services-computer integrated systems design • Colorado
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • New York
This Assignment and Assumption Agreement (this “Agreement”) is made as of June 6, 2011, by and among CONSORTEUM HOLDINGS, INC. , a Nevada corporation (“Assignee”), and MEDIA EXCHANGE GROUP, INC., a Nevada corporation (“Assignor”).
INTELLICELL BIOSCIENCES, INC LABORATORY SERVICES LICENSE AGREEMENTLaboratory Services License Agreement • September 2nd, 2011 • Intellicell Biosciences, Inc. • Surgical & medical instruments & apparatus • New York
This LABORATORY SERVICES LICENSE AGREEMENT (this “Agreement”), dated as of 29 August, 2011 (the “Effective Date”), by and between IntelliCell Biosciences Inc. a New York corporation with offices at 30 East 76th Street, New York, New York 10021 (“ICB”) and The PAWS Pet Company, Inc a Illinois Corporation[corporation/limited liability company] with offices at 2001 Gateway Place, Suite 410, San Jose, CA 95110 (“Licensee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • Illinois
This Asset Purchase Agreement (this “Agreement”) made as of June 6, 2011, by and among Consorteum Holdings, Inc., a Nevada Corporation, with offices located at 20 Adelaide Street East, Suite 910, Toronto, Ontario, Canada M5C2T6 (“Buyer”) and Media Exchange Group, Inc., a Nevada Corporation, with offices located at 101 Church Street, Suite 14, Los Gatos, CA 95030 (“Seller”).
ASSIGNMENT AGREEMENTAssignment Agreement • June 2nd, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • California
This ASSIGNMENT AGREEMENT made this First day of May 2010, by and between Malibu Entertainment Group, Inc. of 6896 Masters Drive, Reno, Nevada 89511 (a privately held Delaware Corporation) hereinafter referred to as 'Assignor', and Media Exchange Group, Inc. of 101 Church Street, Suite 14, Los Gatos, California 95030 (a publicly traed Nevada Corporation) hereinafter referred to as 'Assignee', in consideration of the mutual covenants herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, witnesseth:
GUARANTY AGREEMENTGuaranty 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”).
EXHIBIT 10.21 [LETTERHEAD] China Wireless Communications, Inc. May 18, 2006 Mr. Chun Qing (Frank) Li President Tianjin Create IT Company Ltd. 1006 Time Building B ANSHANXI Road, Tianjin Subject: Cooperation Agreement (CWLC and Create Co.) Dear Mr....Cooperation Agreement • May 22nd, 2006 • China Wireless Communications Inc • Services-computer integrated systems design
WAIVERWaiver • July 26th, 2011 • Intellicell Biosciences, Inc. • Services-computer integrated systems design • New York
THIS WAIVER, dated as of June 30, 2011 (this “Agreement”), by and between by Media Exchange Group, Inc., a Delaware corporation (“Seller”) and Consorteum Holdings, Inc., a Nevada corporation (the “Buyer”), amends that certain asset purchase agreement, dated June 6, 2011 by and between the Company and the Buyer (“Purchase Agreement”). The Seller and the Buyer are collectively referred to herein as the “Parties.”
