$THE WAVE (WAVERIDER$)

[mick]

need expertise here to understand fully of share for share from cmgo stuff.

is 144 restricted ot freely trading in this deal?

i don't see freely traded shares one for one!

how do ya read it my friend? i know dave would never miss opportunity like this...

how do you read this from yhoo?

excerpt revised pr. doesn't spell out as clearly said;
http://finance.yahoo.com/news/cmg-holdings-group-inc-announces-135500660.html
. AudioEye Acquisition Corporation shall deliver to CMGO Investors LLC the sum of $1,387,500.00 in the form of cash, cashier's check or wire transfer in the total amount or, alternatively, $1,000,000 in the form of cash, cashier's check or wire transfer and,

$387,500.00 in the form of 968,750 shares of restricted common stock in AudioEye Acquisition Corporation. Said shares shall be exchanged, on a one for one basis, for shares in Audioeye, Inc. subsequent to the successful completion of the Spin-Out and share exchange contemplated by the "Master Agreement" attached hereto as Exhibit A. If shares are issued, said shares shall be restricted only by

standard 144 rules and there shall be no other restrictions placed on said shares.

For a period from the date hereof until the expiration of the Option Term (s) or extensions thereof, which shall be May 31, 2012 (or July 31, 2012 if extended pursuant to paragraph 4 (b) hereof), CMGO Investors LLC and CMG Holdings Group, Inc. directly or indirectly, through any officer, director, employee, agent or representative, will not (a) solicit, initiate, encourage or accept offers or proposals from, or negotiate with any person other than the AudioEye Acquisition Corporation for (i) the sale of all or any assets of CMG Holdings Group, Inc.

as they pertain to Audio Eye, Inc. or (ii) the sale, transfer, hypothecation or encumbrance of the Notes held by CMGO Investors LLC as described herein; or (b) furnish to any person any information with respect thereto. The closing of this transaction shall take place on or before May 31, 2012 (or July 31, 2012 if extended) time being of the essence. At the closing, AudioEye Acquisition Corporation shall deliver the balance of the purchase price to CMGO Investors, LLC, and CMGO Investors, LLC shall deliver the original Notes and all other necessary Uniform Commercial Code Forms 3 and other releases to CMG Holdings Group, Inc. such

that, subsequent to the closing, CMG Holdings Group, Inc. and its assets shall be released from any and all obligations due pursuant to the notes or any other instrument executed by CMG Holdings Group, Inc. in favor of CMGO Investors, LLC. The Term and maturity dates of each of the Notes, along with any interest payments or penalties due thereon, shall individually be extended, without penalty, until May 31, 2012. Upon the execution hereof by all Parties CMG Holdings Group, Inc.

shall deliver to CMGO Investors, LLC one million one hundred thousand (1,100,000) shares of restricted common stock in CMG Holdings Group, Inc. In the event that this transaction does not close on or before May 31, 2012, and the terms hereof are extended to July 31, 2012 as provided for in paragraph 4 of the agreement,

CMG Holdings Group, Inc. shall deliver to CMGO Investors, LLC an additional one million (1,000,000) shares of restricted common stock in CMG Holdings Group, Inc. Notwithstanding any other provisions of this agreement, said stock shall be the property of CMGO Investors, LLC hereunder and shall not be refundable to CMG Holdings Group

Inc. under any circumstances. Provided that AudioEye Acquisition Corporation has complied with all terms and provisions of this agreement, the parties agree that the terms and provisions of this agreement, the closing date hereof and the maturity dates of the above referenced notes shall be extended for an additional sixty (60) day period, at the request of AudioEye Acquisition Corporation, provided that AudioEye Acquisition Corporation shall deliver to CMGO Investors, LLC, to an account of the CMG Investors LLC choice,

the sum of $56,250.00. The notes described shall not be transferrable, assignable or hypothecated by CMG Investors LLC and they shall not otherwise encumber, pledge or sell said notes or attempt to collect on or enforce the notes. Provided that AudioEye Acquisition Corporation has complied with all terms and provisions of this agreement, the parties agree that the terms and provisions of this agreement, the closing date hereof and the maturity dates of the above referenced notes shall be extended for an additional sixty (60) day period, at the request of AudioEye Acquisition Corporation, provided that AudioEye Acquisition Corporation shall deliver to CMGO Investors LLC, to an account of the CMGO Investors LLC's choice, the sum of $56,250.00.

In the event that this agreement is not consummated, through the fault of CMGO Investors LLC or CMGO Investors LLC'S failure or refusal to perform as provided for in this agreement, said funds shall be returned to AudioEye

Acquisition Corporation. In the event that this transaction is consummated, said funds shall be credited toward the cash Purchase Price payable by AudioEye Acquisition Corporation hereunder.