Exhibit 10.25


 





GENERAL RELEASE AGREEMENT


 


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


 


RECITALS:


 


		1.	The parties to this Agreement have various disputes and claims (the “Disputes”) against
each other arising out of or in connection with their respective positions with, and actions taken or omitted to be taken for,
Consorteum Holdings, Inc., Consorteum, Inc. and various other entities and persons named below in this Agreement.



 


		2.	In order to resolve these Disputes the parties entered into a settlement and release agreement
dated October 21, 2012 (the “Settlement Agreement”). Section B Item 8 of the Settlement Agreement requires the parties
to execute and deliver general releases to each other to resolve all Disputes with finality.



 


		3.	The parties agree to execute and deliver this Agreement to fulfill the requirement of the Settlement
Agreement as described in Recital 2 of this Agreement.



 


NOW, THEREFORE, in consideration
of the foregoing recitals, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties, intending to be legally bound, agree as follows:


 


SECTION
A


 


DEFINITIONS


 


“Affiliate” refers to a Person
that directly, or indirectly through one or more intermediaries, controls, or is controlled by or under common control with, the
Person specified, for so long as such Person remains so associated to the specified Person. Control means, with respect to a specified
Person, the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, by contract or otherwise. For the avoidance of doubt CSRH and Consorteum
will not be deemed Affiliates of Cellura for any purposes under this Agreement.


 


“Agreement” refers to this
Agreement.


 


“Cellura” refers to Joseph
Cellura and his heirs, successors and assigns, privies, executors, administrators, legatees, and distributes, attorneys, insurers,
employees and agents, past or present, and shall include for all purposes Game2Mobile, Inc. or any affiliate thereof.


 


“Consorteum” refers to Consorteum,
Inc., and its shareholders, predecessors, successors, parents, subsidiaries, and affiliates, and their respective directors, officers,
management committee members, attorneys, insurers, employees and agents, past or present.


 


“CSRH” refers to Consorteum
Holdings, Inc., and its shareholders, predecessors, successors, parents, subsidiaries, and affiliates, and their respective directors,
officers, management committee members, attorneys, insurers, employees and agents, past or present.


 






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“Counsel for Cellura” refers
to Douglas Dollinger, Esq.


 


“Counsel for CSRH and Consorteum
and Fielding” refers to Sol V. Slotnik, P.C.


 


“Disputes” refers to any and
all claims, counterclaims, crossclaims, third-party claims or any other claims howsoever denominated or described by any Party
against any other Party arising out of, in connection with, under or related to CSRH, Consorteum, Cellura, Fielding, Shuster,
their respective Affiliates, and any executed and closed or potential and unconsummated transaction by and among any of the foregoing
or any other person or entity beginning on and after March 1, 2011, and continuing through and including the Effective Date including
therein, but without limitation the action filed in the United States District Court for the Southern District of New York (Civ.
Action No. 2012/05098 pending before U.S.D.J. Edgardo Ramos (the “Action”) and any potential or closed financing or
lending or funding transaction for any Party.


 


“Effective Date” refers to
the date on which this Agreement becomes effective, which after this Agreement is signed by all Parties shall be deemed to be
October 21, 2012.


 


“Fielding” refers to Craig
A. Fielding, and his heirs, successors and assigns, privies, executors, administrators, legatees, and distributes, attorneys,
insurers, employees and agents, past or present.


 


“Parties” refers collectively
to all parties to this Agreement.


 


"Person": Any natural person,
corporation, partnership, joint venture, trust, incorporated organization, limited liability company, other form of business or
legal entity or Governmental Authority.


 


“Signature Page” refers to the signature page contained in Section E of this
Agreement.


 


SECTION
B


 


TERMS AND CONDITIONS
APPLICABLE TO THIS AGREEMENT


 


1. Consent and Authority. The signatories
to this Agreement represent and warrant that they have the full and proper consent and authority of the persons or entities for
which they sign to enter into this Agreement. Each of the Parties represents and warrants that he/she/it is the full and sole owner
of the claims, demands and/or causes of action released and settled in this Agreement, that he/she/it has full authority and consent
to execute this Agreement and to settle and release all such claims, demands and/or causes of action, and that the claims, demands,
causes of action and/or other matters released in this Agreement have not been assigned, transferred, or otherwise encumbered.


 


2. No Assignment of Claims. Each
Party represents and warrants to all other Parties that he or it has not assigned or transferred any claims against any other Party
to any person or entity.


 






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3. No Litigation and Proceedings.
Each Party represents and warrants to each other Party that there are no pending or outstanding administrative, arbitration, or
judicial proceedings of any kind against any of the other Parties to which he, it or any of their representatives is a party, and
that there are no such outstanding charges, complaints, claims, actions lawsuit or proceedings (together an “Action”)
against any other Party that involve or relate to the Disputes. Pursuant to and as a part of each Party’s release and discharge
of all other Parties, as set forth herein, each Party agrees, with the sole exception of the right to bring a proceeding to enforce
his or its rights under this Agreement, and to the fullest extent permitted by law, not to sue or file a charge, complaint, grievance
or demand for arbitration against any other Party in any forum or assist or otherwise participate willingly or voluntarily in any
claim, arbitration, suit, action, investigation or other proceeding of any kind which relates to any matter that involves any other
Party, and that occurred up to and including the date of each Party’s execution of this Agreement, unless required to do
so by court order, subpoena or other directive by a court, administrative agency, arbitration panel or legislative body, or unless
required to enforce this Agreement. To the extent any such action may be brought by a third party, each Party expressly waives
any claim to any form of monetary or other damages, or any other form of recovery or relief in connection with any such action.
Nothing in the foregoing paragraph shall prevent any Party (or its attorneys) from commencing an action or proceeding to enforce
this Agreement. 


 


4. Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the successors and assigns of each of the Parties; provided, however,
that no Party may assign this Agreement or its rights and obligations hereunder without the prior written consent of each other
Party. Any purported assignment without such consent shall be void and of no force and effect.


 


5. Amendment. This Agreement may
not be amended, nor shall any waiver, change, modification, consent, or discharge be effected except by an instrument in writing
executed by or on behalf of the Party against whom enforcement of any waiver, change, modification, consent, or discharge is sought.


 


6. Jointly Drafted. This Agreement
has been reviewed and/or revised by counsel for the Parties. Accordingly, the Agreement shall be deemed to have been jointly drafted
by the Parties for the purposes of applying any rule of contract construction.


 


7. Severability. In the event that
any provision of this Agreement shall be held to be void, voidable, or unenforceable in any respect, the remaining portions shall
remain in full force and effect.


 


8. Headings. Headings in this Agreement
are for the convenience of the Parties and are not to be used in construing the document.


 


9. Additional Documents. Each of
the Parties agrees to execute such additional documents as may be reasonably necessary to effectuate the terms of this Agreement
either prior to or after the Effective Date to ensure that every other Party has the benefit of the terms and conditions of this
Agreement.


 


10. Complete Agreement. The Parties
agree that this Agreement and the Settlement Agreement constitutes the full, final and complete settlement of the matters released
herein, and supersedes all other written or oral exchanges, arrangements, or negotiations between them concerning the subject matter
of this Agreement, all of which are merged with and into this Agreement and shall not survive the Effective Date.


 






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11. Counterparts and Scanned/Facsimile
Execution. This Agreement may be executed in one or more counterparts or by scanned electronic signature or facsimile, each
of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument.


 


12. Notices. All notices, requests,
demands or other communications to any Party shall be in writing and shall conclusively be deemed to have been received and to
be effective upon receipt if sent by personal delivery or the next business day if sent by Federal Express or similar overnight
courier service or three business days after deposit in the United States mails, certified mail, with proper postage prepaid and
addressed to the party to be notified at the following addresses (or to such other address of any party as such party shall designate
in a notice delivered to the other party hereunder):


 


If to CSRH, Consorteum,
Fielding or Shuster:


 


5045 Orbiter Road-Building
8-Suite 200


Mississauga, Ontario,
Canada, L4W 4Y4


Attn: Mr. Craig A.
Fielding


 


If to Cellura, at


 


[Insert
address]


 


13. Expenses. Each Party shall pay
its own expenses incident to the performance or enforcement of this Agreement, including all fees and expenses of its counsel for
all activities of such counsel undertaken pursuant to this Agreement, except as otherwise herein specifically provided in Section
28.


 


14 Governing Law. This Agreement
shall be interpreted, construed, and enforced, and its construction and performance shall be governed by the laws of the State
of Nevada without giving effect to the conflict of laws or choice of laws rules thereof.


 


15. Jurisdiction; Venue; Jury Trial
Waiver. (a) Any action to enforce this Agreement shall be brought in the federal or state courts of the State of Nevada, County
of Clark. Each party irrevocably submits to the exclusive jurisdiction of (i) the Courts of the State of Nevada and (ii) the United
States District Court for the District of Nevada, for the purposes of any suit, action or other proceeding (including appeals to
their respective appellate courts) arising out of this Agreement (and agrees not to commence any action, suit or proceeding relating
hereto except in such courts). Each party irrevocably and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Courts of the State of Nevada
or (ii) the United States District Court for the District of Nevada, and hereby further irrevocably and unconditionally waives
and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been
brought in an inconvenient forum.


 






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(b) EACH PARTY HEREBY WAIVES IRREVOCABLY
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT,
AND THE ENFORCEMENT THEREOF, WHETHER ALLEGED IN TORT, CONTRACT OR OTHERWISE AND WHETHER ASSERTED AS A CLAIM, COUNTERCLAIM, THIRD-PARTY
CLAIM OR IN ANY OTHER FORM. 


 


16. Attorney’s Fees and Costs.
In any action at law or in equity necessary to enforce or interpret the terms of this Agreement, the prevailing party (either plaintiff
or defendant) shall be entitled to recover from the other party reasonable attorney’s fees, costs, and necessary disbursements
in addition to any other relief to which such prevailing party may be entitled.


 


17. Waiver of Section 1542 of the California
Civil Code. Cellura acknowledges that he has been advised of and is familiar with Section 1542 of the California Civil Code,
which provides as follows:


 


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.”


 


Cellura acknowledges in this connection
that he may have Claims (as defined above) against the other Parties to this Agreement that are presently unknown and unsuspected.
Nevertheless, Cellura acknowledges that this Agreement has been negotiated and agreed upon in light of this possibility and expressly
waives any rights that he may have under Section 1542 of the California Civil Code, or any other state or federal statute or common
law principle of similar effect.


 


18. Representations of Corporate Parties.
CSRH, Consorteum and each CSRH Affiliate represents and warrants, with the understanding that these representations will survive
execution and delivery of this Agreement: (a) it is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization, and (b) has all requisite power and authority to execute, deliver, and perform this Agreement and
to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by CSRH, Consorteum
and each CSRH Affiliate, constitutes its legal, valid, and binding obligation , and is enforceable as to it in accordance with
its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with,
or notice to, any governmental authority or any other person is required to be obtained or made by CSRH, Consorteum or any CSRH
Affiliate for the execution, delivery, or performance of this Agreement. No consent of any party to any contract to which CSRH,
Consorteum or any CSRH Affiliate is a party, is required for the execution, delivery, or performance of this Agreement. The execution,
delivery, and performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving
of notice or the passage of time or both) entitle any person to terminate or call a default under, any such contract, or violate
or result in a breach of any term of the certificates of incorporation or by-laws of CSRH, Consorteum or any CSRH Affiliate.


 


 


 






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19. Representations of Cellura, Fielding
and Shuster. Each of Cellura, Fielding and Shuster represents and warrants to all other Parties to this Agreement, with the
understanding that these representations will survive execution and delivery of this Agreement: he has all requisite power and
authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly authorized, executed, and delivered by each of Cellura, Fielding, and Shuster and constitutes his legal, valid, and
binding obligation, and is enforceable as to him in accordance with its terms. No consent, authorization, approval, order, license,
certificate, or permit of or from, or declaration or filing with, or notice to, any governmental authority or any other person
is required to be obtained or made by Cellura Fielding or Shuster or any of their respective Affiliates for the execution, delivery,
or performance of this Agreement. No consent of any party to any contract to which Cellura, Fielding, Shuster or any of their respective
Affiliates is a party, is required for the execution, delivery, or performance of this Agreement. The execution, delivery, and
performance of this Agreement will not violate, result in a breach of, conflict with, or (with or without the giving of notice
or the passage of time or both) entitle any person to terminate or call a default under, any such contract, or violate or result
in a breach of any term of any agreement to which Cellura, Fielding, Shuster or their respective Affiliates is a party.


 


SECTION
C


 


RELEASES


 


20. Cellura’s Release of CSRH,
Consorteum and their Affiliates. Cellura for himself, his Affiliates, and his heirs, successors and assigns, privies, executors,
administrators, legatees, and distributees, hereby releases and forever discharges CSRH, Consorteum, and each of their shareholders,
predecessors, successors, parents, subsidiaries, and Affiliates, as well as their respective directors, officers, management committee
members, attorneys, insurers, employees, representatives and agents, past or present, from any and all claims, demands, acts, transactions,
disputes, omissions, duties, promises, assurances, representations, debts, liabilities, costs, complaints, damages, requests for
relief, actions, facts, losses, expenses, obligations, occurrences, causes of action, or lawsuits of any kind or nature, whether
previously asserted or not, and whether now known or unknown, that Cellura and his Affiliates has or may have against CSRH, Consorteum
or their Affiliates in connection with the Disputes. This releases all claims in connection with the Disputes, including those
of which Cellura is not aware and those not mentioned in this paragraph. As of the Effective Date of this Agreement, Cellura knows
of no other claims he has against CSRH and Consorteum and their Affiliates. This paragraph applies to all claims in connection
with the Disputes resulting from anything that has happened from the beginning of time up to and including the Effective Date of
this Agreement, and also includes all of the following: any and all charges, complaints, actions, grievances, causes of action,
suits, liabilities, obligations, promises, controversies, damages, losses, debts and expenses (including attorneys fees and costs)
and claims in law or equity of any nature whatsoever, known or unknown, suspected or unsuspected, Cellura ever had, now has, or
shall have against CSRH and Consorteum and their Affiliates to the date of Cellura’s execution and delivery of this Agreement,
including but not limited to: (i) claims arising out of breach of an express or implied employment agreement including claims for
salary, bonuses, equity compensation or awards or issuances, and reimbursement for disbursements and expenses, (ii) claims for
wrongful discharge or termination of employment, (iii) claims for intentional or negligent tort, (iv) claims alleging a violation
of Title VII of the Civil Rights Act of 1964, the Civil Rights Act of !991 or comparable laws of the State of Nevada or California,
(v) any claims, demands, and causes of action alleging violations of public policy, or of any federal, state, or local law, statute,
regulation, executive order, or ordinance, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C.
§ 2000e et seq., the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Family and Medical Leave Act, 29 U.S.C. §
2601 et seq., the Americans With Disabilities Act, 42 U.S.C. § 12101 et seq., the Fair Labor Standards Act,
29 U.S.C. § 201 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., including
the Older Workers Benefit Protection Act, the Employee Retirement Income Security Act, 29 U.S.C. § 1001 et seq., as
each such act has been amended, (vi) claims pursuant to federal, state and local law regarding discrimination based on age, race,
sex, age, religion, national origin, disability, marital status, sexual orientation, or preference, including claims for sexual
harassment, sex discrimination or retaliation, (vii) claims for alleged violation of any other local, state or federal law, regulation,
ordinance or public policy, including tortuous discharge in violation of public policy and breach of the implied covenant of good
faith and fair dealing, having any bearing on the terms and conditions of Cellura’s employment with or by CSRH and Consorteum
and (viii) any claims, demands, and causes of action for monetary or equitable relief, including, but not limited to, wages, back
pay, severance pay, vacation pay, sick pay, personal leave pay, medical or life insurance, non-vested employee benefits, compensatory
damages, exemplary or punitive damages, fines, liquidated damages, injunctive relief, or attorneys’ fees and costs, except
as noted within this Agreement. Cellura agrees not to bring or cause to be brought any claim or demand against CSRH or Consorteum
in any court or before any other governmental authority or regulatory body for, or relating to or arising out of or under the matters
that are the subject of, or included within this Release. Nothing in the foregoing paragraph shall prevent Cellura (or his
attorneys) from commencing an action or proceeding to enforce this Agreement, or the breach of any representations and warranties
and covenants by any other Party.


 


 






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21. Cellura’s Release of Fielding
and Shuster. Cellura for himself, his Affiliates and each of his heirs, successors and assigns, privies, executors, administrators,
legatees, and distributees hereby releases and forever discharges Fielding and Shuster, and each of their respective heirs, successors
and assigns, privies, executors, administrators, legatees, and distributees, attorneys, insurers, employees and agents, past or
present, from any and all claims, demands, acts, transactions, disputes, omissions, duties, promises, assurances, representations,
debts, liabilities, costs, complaints, damages, requests for relief, actions, facts, losses, expenses, obligations, occurrences,
causes of action, or lawsuits of any kind or nature, whether previously asserted or not, and whether now known or unknown, that
Cellura has or may have against Fielding or Shuster in connection with the Disputes. This releases all claims in connection with
the Disputes, including those of which Cellura is not aware and those not mentioned in this paragraph. As of the Effective Date
of this Agreement, Cellura does not know of any other claims he may have against Fielding or Shuster and their Affiliates. This
paragraph applies to all claims in connection with the Disputes resulting from anything that has happened from the beginning of
time up to and including the Effective Date of this Agreement. Nothing in the foregoing paragraph shall prevent Cellura (or his
attorneys) from commencing an action or proceeding to enforce this Agreement, or the breach of any representations and warranties
and covenants by any other Party.


 


23. Waiver of Section 1542 of the California
Civil Code. Cellura acknowledges that he has been advised of and is familiar with Section 1542 of the California Civil Code,
which provides as follows:


 


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release,
which if known by him or her must have materially affected his or her settlement with the debtor.”


 


Cellura acknowledges in this connection
that he may have Claims (as defined above) against the other Parties to this Agreement that are presently unknown and unsuspected.
Nevertheless, Cellura acknowledges that this Agreement has been negotiated and agreed upon in light of this possibility and expressly
waives any rights that he may have under Section 1542 of the California Civil Code, or any other state or federal statute or common
law principle of similar effect.


 


24. Fielding’s and Shuster’s
Release of Cellura. Fielding and Shuster for himself and each of their respective heirs, successors and assigns, privies, executors,
administrators, legatees, and distributes, hereby releases and forever discharges Cellura, his Affiliates and each of his heirs,
successors and assigns, privies, executors, administrators, legatees, and distributees, attorneys, insurers, employees, representatives
and agents, past or present, from any and all claims, demands, acts, transactions, disputes, omissions, duties, promises, assurances,
representations, debts, liabilities, costs, complaints, damages, requests for relief, actions, facts, losses, expenses, obligations,
occurrences, causes of action, or lawsuits of any kind or nature, whether previously asserted or not, and whether now known or
unknown, that Fielding or Shuster has or may have against Cellura in connection with the Disputes. This releases all claims in
connection with the Disputes, including those of which Fielding and Shuster are not aware and those not mentioned in this paragraph.
 As of the Effective Date of this Agreement, each of Fielding and Shuster does not know of any other claims he may have against
Cellura and his Affiliates. This paragraph applies to all claims in connection with the Disputes resulting from anything that has
happened from the beginning of time up to and including the Effective Date of this Agreement. Nothing in the foregoing paragraph
shall prevent Fielding, Shuster (or his attorneys) from commencing an action or proceeding to enforce this Agreement, the breach
of any representations and warranties and covenants by any other Party.


 


25. CSRH and Consorteum Release of Cellura.
CSRH and Consorteum and their Affiliates hereby release and forever discharge Cellura, his Affiliates and his heirs, successors
and assigns, privies, executors, administrators, legatees, and distributees, attorneys, insurers, employees, representatives and
agents, past or present, from any and all claims, demands, acts, transactions, disputes, omissions, duties, promises, assurances,
representations, debts, liabilities, costs, complaints, damages, requests for relief, actions, facts, losses, expenses, obligations,
occurrences, causes of action, or lawsuits of any kind or nature, whether previously asserted or not, and whether now known or
unknown, that CSRH, Consorteum and their Affiliates have or may have against Cellura in connection with the Disputes. This releases
all claims in connection with the Disputes, including those of which CSRH and Consorteum are not aware and those not mentioned
in this paragraph. As of the Effective Date of this Agreement, CSRH and Consorteum know of no other claims they have against Cellura
and his Affiliates. This paragraph applies to all claims in connection with the Disputes resulting from anything that has happened
from the beginning of time up to and including the Effective Date of this Agreement. Nothing in the foregoing paragraph shall prevent
CSRH, Consorteum (or their attorneys) from commencing an action or proceeding to enforce this Agreement, the breach of any representations
and warranties by any other Party.


 


 






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SECTION
E


 


SIGNATURES


 


In recognition of and agreement to the
terms of the Agreement, the Parties hereto affix their signatures below intending the Agreement to be effective as of October 21,
2012.


 


Dated:October 31, 2012


 


 


Consorteum
Holdings, Inc.


 


/s/ Craig
A. Fielding                      


Craig A.
Fielding, CEO


 


 


Consorteum,
Inc.


 


/s/ Craig
A. Fielding                      


Craig A.
Fielding, CEO


 


 


/s/ Craig
A. Fielding                      


Craig A.
Fielding


 


 


/s/ Joseph
Cellura                         


Joseph Cellura


 


 


/s/ Patrick
Shuster                          


Patrick
Shuster


 


 


 






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