Exhibit 10.8





 


As of November 7, 2013


 


CMG Holdings
Group, Inc 

333
Hudson Street,
Suite 303


New York, NY 10013


 


Attn:
Jeffrey Devlin,
CEO 



Dear Mr. Devlin:


 


AudioEye,
Inc. (“AudioEye”) and
CMG Holdings Group,
Inc. (“CMG Holdings”)
are party to
that certain Call
Option Agreement
(the “Call Option
Agreement”), dated as
of August
1, 2013,
as amended as
of August
30, 2013
and as of
September 14,
2013.


 


In
consideration of the mutual promises herein contained,
and other good and valuable
consideration, and intending to be legally
bound, AudioEye and CMG Holdings
hereby agree  that:


 


		(i)	Section 1.2 of the Call Option
Agreement is amended and restated in its entirety as follows:



 


“1.2        The
parties acknowledge
that while
this Agreement
is in effect,
AudioEye shall
be entitled
but not
obligated to make the
Termination Payment, and
that upon
such Termination Payment
being made
while this
Agreement is in
effect, the
parties agree that
Royalty Agreement shall
be terminated mutually, automatically and with
no further action of the
parties required. If AudioEye decides
to make the Termination Payment,
then, in accordance with
the notice provisions of this
Agreement, AudioEye shall issue to Seller a notice
to that effect accompanied by payment of the Termination Payment.”


 


		(ii)	Section 4.1 of the Call Option
Agreement is amended and restated in its entirety as follows:



 


“4.1        In
accordance with this Agreement, to purchase the
Option Shares held by Seller, Purchaser shall pay 
the option
exercise price as
follows: If
Purchaser decides
to purchase the
Option Shares,
then the
total option
exercise price for
purchasing the
Option Shares
shall be $1,415,000
and AudioEye
must elect to
make the
Termination Payment of
$85,000 in Section 1.1 above,
which must accompany the option
exercise price; provided, however, that
the parties agree that AudioEye may elect
to make the Termination Payment of $85,000
in Section 1.1 above in advance of an election
by Purchaser to purchase the Option Shares.
The parties agree that this is an all or none
transaction to purchase the Option Shares
and that the Seller must receive $1,500,000
in aggregate, consisting of the
option exercise
price and the
Termination Payment, in order for
Purchaser to purchase the Option Shares.”


 


University of
Arizona Science and Technology Park

 9070 S
Rita Road, Suite 1450


Tucson, AZ
85747


866.331.5324
• Fax 520.844.2989


 



    	 



    	 



    

 


 


 


		(iii)	Section 9.2 of the Call Option
Agreement is amended and restated in its entirety as follows:



 


“9.2        Unless otherwise
provided herein, this Agreement shall automatically terminate at 5:00
P.M. Tucson time  on that date which
is one hundred seventeen (117) calendar days
from the Effective 
Date.”


 


This
Agreement also serves
as the
requisite notice
by AudioEye
that it is
electing, concurrently
with execution
of this
Agreement, to terminate
the Royalty
Agreement in accordance
with Section
1.1 of the
Call Option
Agreement, thus
serving to terminate the Royalty Agreement
upon payment of the Termination Payment.


 


This
Agreement shall be
binding upon
and inure to
the benefit
of the
parties and their
successors and permitted
assigns. This Agreement
may be executed
in two
counterparts, each of
which shall
be deemed an
original, but
all of which
together shall
constitute one
and the
same instrument. This Agreement shall
be governed by
and interpreted according
to the
laws of the State of Delaware, without
giving effect to
the choice of law
provisions of such State. Any
actions for enforcement of this
Agreement or interpretation of any of the provision of this
Agreement or otherwise arising out of or relating to this
Agreement shall be brought only
in the state courts of
or in the
federal courts located in Pima County,
State of Arizona. The parties agree to submit
to the jurisdiction of such courts.
The parties herein waive
trial by jury and agree to submit to the
personal jurisdiction and venue of a court of subject matter jurisdiction
located in Pima County,
State of Arizona. Each party shall take such
further action and execute and deliver such
further documents as may be necessary or appropriate in order to carry out the provisions
and purposes of this Agreement.


 


[Remainder of page
intentionally left blank; signature page follows.]





University of Arizona Science and Technology Park


9070
S Rita Road, Suite 1450


Tucson, AZ
85747


866.331.5324
• Fax 520.844.2989


 



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If
you are
in agreement with
the foregoing,
please sign and
return one
copy of
this Agreement to
us. 


 


Very truly yours,


 


AudioEye,
Inc.


 





	By:		 
	 	Name: 	 
	 	Title:	 






 


Agreed to as of this
7th day of November, 2013:


 


CMG Holdings Group,
Inc.


 


 


	By:		 
		Name:	 
		Title:	 






 


University of Arizona
Science and Technology Park

 9070 S
Rita Road, Suite 1450


Tucson, AZ
85747


866.331.5324
• Fax 520.844.2989


 


 


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