Consorteum Holdings, Inc. Sample Contracts

ARTICLE I AGREEMENT TERMS
Shareholder Agreement • June 19th, 2009 • Consorteum Holdings, Inc. • Communications equipment, nec • Ontario
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ARTICLE 1 APPOINTMENT AND DUTIES ----------------------
Management Services Agreement • June 19th, 2009 • Consorteum Holdings, Inc. • Communications equipment, nec • Ontario
ARTICLE 1 AGREEMENT TERMS
Joint Venture Agreement • June 19th, 2009 • Consorteum Holdings, Inc. • Communications equipment, nec • Ontario
EQUITY PURCHASE AGREEMENT BY AND BETWEEN CONSORTEUM HOLDINGS, INC. AND OSCALETA PARTNERS LLC Dated as of September 22, 2017
Equity Purchase Agreement • January 4th, 2018 • Consorteum Holdings, Inc. • Communications equipment, nec • New York

THIS EQUITY PURCHASE AGREEMENT entered into as of the 22nd day of September, 2017 (this “AGREEMENT”), by and between OSCALETA PARTNERS LLC, a Connecticut limited liability company ("INVESTOR"), and CONSORTEUM HOLDINGS, INC., a Nevada corporation (the "COMPANY").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 4th, 2018 • Consorteum Holdings, Inc. • Communications equipment, nec • New York

This Registration Rights Agreement ("Agreement"), dated as of September 22, 2017, is made by and between CONSORTEUM HOLDINGS, INC., a Nevada corporation ("Company"), and OSCALETA PARTNERS LLC, a Connecticut limited liability company (the "Investor").

EMPLOYMENT AGREEMENT
Employment Agreement • October 31st, 2013 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada

This Employment Agreement (the “Employment Agreement” or “Agreement”) is made and entered into as of the 1st day of September 2012 (the “Execution Date”), by and between Consorteum Holdings Inc., a Nevada corporation (the “Company”), and Patrick Shuster, an individual (“Executive”). N-Viro

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 ”).

RECITALS:
Agreement and Plan of Exchange • May 8th, 2009 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada
ACQUISITION AGREEMENT AMONG CONSORTEUM HOLDINGS, INC., TARSIN, INC., AND TARSIN LTD
Stock Purchase Agreement • October 11th, 2011 • Consorteum Holdings, Inc. • Communications equipment, nec • California

THIS STOCK PURCHASE AGREEMENT (the “Agreement”), dated October 4, 2011, is by and among CONSORTEUM HOLDINGS, INC., a Nevada corporation (the “Buyer”), TARSIN, INC., a Nevada corporation (the “Company”), and TARSIN LTD, a company organized under the laws of the United Kingdom (the “Seller”) (individually, a “Party”; collectively, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 28th, 2008 • Wellentech Services Inc • Communications equipment, nec • New Hampshire

WELLENTECH SERVICES, INC., a Nevada corporation currently having its principal office at 7415 Sherbrooke St., West, #1, Montreal, Quebec, Canada H4B 1S2 (hereinafter referred to as "EMPLOYER")

AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
Acquisition Agreement • November 9th, 2011 • Consorteum Holdings, Inc. • Communications equipment, nec

The following provisions (the “Amendment”) are hereby incorporated into, and are hereby made a part of, that certain Acquisition Agreement, dated October 4, 2011 (the “Agreement”), by and among Consorteum Holdings, Inc., a Nevada corporation (the “Buyer”), Tarsin, Inc., a Nevada corporation (the “Company”), and Tarsin (Europe) LTD, a company organized under the laws of the United Kingdom (the “Seller”), and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.

Atlanta Office: 1870 The Exchange Suite 100 Atlanta, Georgia 30339-2021
Consorteum Holdings, Inc. • November 8th, 2017 • Communications equipment, nec
SOFTWARE LICENSE AND ROYALTY AGREEMENT
Software License and Royalty Agreement • November 7th, 2012 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada

This Software License AND ROYALTY AGREEMENT (this "Agreement"), effective as of October 10, 2012 (the "Effective Date"), is made between Consorteum Holdings, Inc., a Nevada corporation with an office at 5045 Orbitor Road, Building 8, Suite 200, Mississauga, Ontario, Canada, L4W 4Y4 (“Licensee”), and Tarsin Inc., a Nevada corporation with its registered office at 916 Southwood Blvd., Incline Village, Nevada (“Licensor”). Each of Licensee and Licensor is a “Party” and collectively, the “Parties.”

CAPSA PLATFORM LICENSE AGREEMENT
Capsa Platform License Agreement • November 14th, 2014 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada

THIS CAPSA PLATFORM LICENSE AGREEMENT (this “Agreement”) is made and entered as of October 20, 2014 (the “Effective Date”) by and between NYG Holdings, LLC, (“NYGH”), and Consorteum Holdings, Inc. (“CSRH”) (each of NYGH and CSRH, a “Party”, and together, the “Parties”).

AIC, LLC AND CONSORTEUM HOLDINGS, INC.
Consorteum Holdings, Inc. • February 19th, 2013 • Communications equipment, nec

This Term Sheet (“Term Sheet”) summarizes the principal terms of a loan (the “Loan”), a bridge loan (the “Bridge Loan”) and an investment (the “Investment”) by AIC, a Georgia limited liability company as, respectively, the Lender, the Bridge Lender and the Investor in CHI, a Nevada corporation. The Loan, the Bridge Loan and the Investment are referred to together as the “Transaction.” In consideration of the time and expense devoted and to be devoted by AIC and CHI to the Transaction, the terms set forth below in this Term Sheet shall be binding obligations of AIC and CHI. The parties shall use good faith to negotiate and conclude definitive agreements with respect to the Transaction as quickly as possible and, in any case, in accordance with the schedule for the execution of definitive agreements for each portion of the Transaction as specified below. This Term Sheet shall be governed in all respects by the laws of the State of Nevada.

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 .”

AMENDMENT NO. 1 TO TERM SHEET
Term Sheet • October 31st, 2013 • Consorteum Holdings, Inc. • Communications equipment, nec

THIS AMENDMENT NO. 1 TO TERM SHEET (this “Amendment”) is made and entered into as of May 22, 2013 by and among AIC, LLC (the “Lender” or “AIC”) and CONSORTEUM HOLDINGS, INC., a Nevada corporation (the “Borrower” or “CHI”).

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”).

AMENDMENT NO. 1 TO ACQUISITION AGREEMENT
Acquisition Agreement • February 21st, 2012 • Consorteum Holdings, Inc. • Communications equipment, nec

The following provisions (the “Amendment”) are hereby incorporated into, and are hereby made a part of, that certain Acquisition Agreement, dated October 4, 2011 (the “Agreement”), by and among Consorteum Holdings, Inc., a Nevada corporation (the “Buyer”), Tarsin, Inc., a Nevada corporation (the “Company”), and Tarsin (Europe) Limited, a company organized under the laws of the United Kingdom (the “Seller”), and such provisions are effective retroactively to the date of the Agreement (the “Effective Date”). All capitalized terms in this Amendment, to the extent not otherwise defined herein, shall have the meanings assigned to such terms in the Agreement.

GENERAL RELEASE AGREEMENT
General Release Agreement • October 14th, 2014 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada

This General Release Agreement dated as of October 31, 2012 (this “Agreement”), is made by and among Joseph A. Cellura, Craig A. Fielding, Consorteum Holdings, Inc., Consorteum, Inc., and Patrick Shuster

SETTLEMENT AND RELEASE AGREEMENT
Settlement and Release Agreement • November 7th, 2012 • Consorteum Holdings, Inc. • Communications equipment, nec

This Settlement and Release Agreement (this "Agreement"), is made by, between and among Joseph A. Cellura, Craig A. Fielding, Patrick Shuster, Todd Sherman, Consorteum Holdings, Inc., and Consorteum, Inc.

TERMINATION OF ACQUISITION AGREEMENT
Termination of Acquisition Agreement • November 7th, 2012 • Consorteum Holdings, Inc. • Communications equipment, nec • Nevada

This Termination of Acquisition Agreement is made as of this 10th day of October 2012 (this “Agreement”) by and among Consorteum Holdings, Inc., a Nevada corporation (“CSRH” or the “Company”), Tarsin, Inc., a Nevada corporation (“Tarsin”), and Tarsin, LTD., a United Kingdom corporation (“Seller”). CSRH, Tarsin and the Seller are referred to together as the “Parties” and individually as a “Party.”

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