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.”
GUARANTYGuaranty • July 26th, 2011 • Intellicell Biosciences, Inc. • Services-computer integrated systems design • New York
GUARANTY dated as of June 30, 2011 ("Guaranty") made by Consorteum Holdings, Inc., a Nevada corporation (“Buyer” or “Guarantor”) in favor of Media Exchange Group, Inc., a Nevada corporation ("Seller").
INTELLICELL BIOSCIENCES, INC.Asset Purchase Agreement • July 26th, 2011 • Intellicell Biosciences, Inc. • Services-computer integrated systems design
Reference is made to that certain asset purchase agreement, dated June 6, 2011, by and between the Company and Consorteum, as amended on June 6, 2011 (the asset purchase agreement, as amended is hereinafter referred to as the “(the “Purchase Agreement”), pursuant to which at closing, the Company agreed to sell, transfer and assign to Consorteum, and Consorteum agreed to purchase from the Company, all of the Company rights, title and interests to, and agreements relating to, its digital trading card business and platform as well as all other intangible assets of the business in exchange for Consorteum assuming an aggregate principal amount of $1,864,152 of indebtedness of the Company (the “Assumed Indebtedness”) in accordance with the terms of that certain assignment and assumption agreement executed on June 6, 2011.
