CMG Holdings Group, Inc. Announces the Completion of their Share Exchange with AudioEye Acquisition Corporation regarding AudioEye, Inc. and Elimination of Corporate Debt

MIAMI, Aug. 20, 2012

On August 17, 2012, CMG Holdings Group, Inc. and AudioEye Acquisition Corporation finalized and completed their Share Exchange pursuant to their Amended Master Agreement of April 5, 2012. The completion of the Share Exchange allows for the payment by AudioEye Acquisition Corporation of the outstanding Senior Secured Convertible Extendable Notes and to cause the release of the notes and security therefore. Additionally, pursuant to the Amended Master Agreement:

• CMG Holdings Group, Inc. will retain 15% of the capital stock of AudioEye, Inc. subject to transfer restrictions in accordance with the provisions of the Master Agreement.
• CMG Holdings Group, Inc. will distribute to its shareholders, in the form of a dividend, 5% of the capital stock of AudioEye, Inc. in accordance with the provisions of the Master Agreement.
• AudioEye, Inc. has finalized a Royalty Agreement with the CMG Holding Group, Inc. to pay to CMGO 10% of cash received from income earned, settlements or judgments directly resulting from the AudioEye Inc. patent enforcement and licensing strategy whether received by, AudioEye, Inc. or any of its affiliates, net of any direct costs or tax implications incurred in pursuit of such strategy pertaining to the patents as fully described in the Master Agreement. 
• AudioEye, Inc. has finalized a Consulting Services Agreement with CMG Holdings Group, Inc. whereby CMGO will receive a commission of not less than 7.5% of all revenues received by AudioEye, Inc. after the closing date from all business, clients or other sources of revenue procured by CMGO or its employees, officers or subsidiaries and directed to AudioEye, Inc. and 10% of net revenues obtained from a third party described in the agreement. 
• AudioEye, Inc. has finalized the release of the obligations of CMG Holdings Group, Inc. under the Senior Secured Convertible Extendable Notes pursuant to a novation or other form of release of such obligation which shall include a termination of any security interest on any post Spin Off assets of CMGO

"On August 17, 2012, CMG Holdings Group, Inc. finalized our Amended Master Agreement with AudioEye Acquisition Corporation regarding the share exchange and corporate spin-off of AudioEye, Inc.  CMGO also finalized the Option, Note Purchase and Note Modification Agreement between AudioEye Acquisition Corporation and CMGO Investors LLC, related to the Company's amendment of its June 22, 2011 Master agreement with AudioEye Acquisition Corporation," said Jim Ennis, the CMGO's Chief Operating Officer.  "We are pleased to finalize this agreement and believe this transaction enhances the values for AudioEye, Inc., for our Company, and for our shareholders, in the form of a dividend, which is 5% of the capital stock of AudioEye, Inc." 

The company anticipates providing additional updates regarding the distribution to its shareholders, in the form of a dividend, of the 5% capital stock of AudioEye, Inc. in accordance with provisions of the Master Agreement. For complete details of the Company's filings regarding the complete terms of these agreements, please refer to CMG Holdings Group, Inc.'s 8-K filed with the SEC on June 24, 2011, April 27, 2012, May 3, 2012, June 1, 2012, August 1, 2012, August 7, 2012 and August 17, 2012. For complete details of the AudioEye, Inc. filings regarding the registration statements, please refer to AudioEye, Inc.'s S-1 and S-1/A filed with the SEC on October 21, 2011, October 24, 2011, January 3, 2012, February 10, 2012 and February 13, 2012

Companies or individuals interested in learning more about CMG Holdings Group, Inc., our subsidiaries or AudioEye, Inc., please contact Jim Ennis at Jennis@CreativeManagementGroup.com  or visit the following websites: www.cmgholdingsinc.com, www.experientialagency.com, www.xasocial.com, www.audioeye.com.

About CMG Holdings Group, Inc. (CMGO):

CMG Holdings Group, Inc. is a full service marketing and communications holding company. CMGO's mission is to build a national platform of exceptional companies that deliver solutions in the areas of alternative advertising, social media marketing services, event management and commercial rights. CMGO is seeking to expand its national presence via its acquired companies, capitalizing on their intellectual properties, patents, sales and marketing, new product development and continued operations via economic recovery. CMGO owns and operates wholly-owned subsidiaries, XA, The Experiential Agency, Inc. and Audio Eye, Inc.