CMG Holdings Group Inc (CMGO)

[FergusVI]

Upon the deliveries and tenders referred to in paragraphs 1 and 2, (a) all obligations on the part of Ennis and Vandetty, as provided for in the Mutual Separation and Release Agreements executed by Ennis, Vandetty and the Company, dated December 1, 2013, shall have been satisfied, (b) the Lockup Agreements, referenced in and separately executed and attached to the Mutual Separation and Release Agreements, shall be terminated and shall thereafter have no further force or effect as to any shares in the Company owned by Vandetty or any shares in Audioeye, Inc. owned by either Ennis or Vandetty subsequent thereto, and (c) the Company shall direct that its transfer agent, Corporate Stock Transfer, take such action as it may take to remove all restrictive legends on any shares in the Company retained by Vandetty or to reissue said shares without restrictions, and shall cooperate with Vandetty in providing any documentation or consents required by the transfer agent for such purpose.

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On April 25, 2013, Asher converted $15,000 of the note that was issued in October 2012 into an aggregate of 4,285,714 shares of Common Stock.


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On February 6, 2014, Ian Thompson, Declan Keegan and Barry Kernan resigned from the Board of Directors of CMG Holdings, Inc. (the “Company” or “CMG”). Each of these three directors resigned to pursue other interests and their resignations were not the result of any disagreement with the Company. As compensation for their service, the Company issued to each resigning director 2,000,000 shares of its common stock.