0001019687-11-002275 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • July 20th, 2011 • Consorteum Holdings, Inc. • Communications equipment, nec • 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 ”).

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AMENDMENT AGREEMENT
Amendment Agreement • July 20th, 2011 • Consorteum Holdings, Inc. • Communications equipment, nec • 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 .”

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • July 20th, 2011 • Consorteum Holdings, Inc. • Communications equipment, nec • 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”).

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