AGREEMENT AND PLAN OF MERGER, DATED AS OF APRIL 26, 2011 among MEDIA EXCHANGE GROUP, INC., a Nevada corporation, INTELLICELL ACQUISITION CORP., a New York corporation and INTELLICELL BIOSCIENCES, INC., a New York corporationAgreement and Plan of Merger • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2011 (the “Agreement”), among MEDIA EXCHANGE GROUP, INC., a Nevada corporation with executive offices located 101 Church Street, Suite 14, Los Gatos, California 95030 (“MEG”), INTELLICELL ACQUISITION CORP., a New York corporation and a wholly-owned subsidiary of MEG with executive offices located at 101 Church Street, Suite 14, Los Gatos, California 95030 (“Acquisition”), and INTELLICELL BIOSCIENCES, INC., a New York corporation with executive offices located at 30 East 76th Street, New York, NY 10021 (“Intellicell”). Intellicell, in its capacity as the surviving corporation, is hereinafter sometimes referred to as the “Surviving Corporation,” and Acquisition and Intellicell are hereinafter sometimes referred to as the “Constituent Corporations.”
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”).
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”).
AMENDMENT AGREEMENTAmendment Agreement • June 7th, 2011 • Media Exchange Group, Inc. • Services-computer integrated systems design • New York
THIS AMENDMENT AGREEMENT, dated as of June 6, 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.”
