Exhibit 10.10


 


Modification of Separation Agreement and
Release


 


This Modification Separation
Agreement and Release (the “Agreement”), dated June 26, 2013,
is between CMG Holdings
Group, Inc., a
Nevada Corporation
(the “Company”) at
333 Hudson
Street, Suite 303,
New York, New
York, and Alan
Morell, an individual. (the “Morell”).


 


WITNESSETH:


 


WHEREAS, Morell has signed
a Separation Agreement on September 27, 2012 with
the Company the “Separation
Agreement”); and


 


WHEREAS,
the parties
acknowledge that
there are certain
payments due
Morell pursuant to
the Separation
Agreement, a portion of which remain outstanding
or unpaid; and


 


WHEREAS,
the parties
mutually wish to
amend the
Separation Agreement and
cancel any ongoing
or future obligations each to the
other as may have been created pursuant to the
terms of the Separation  Agreement:


 


NOW
THEREFORE, in consideration of the premises and mutual covenants, conditions
and agreements contained herein
and for such
other good
and valuable
consideration, the
receipt and sufficiency
of which
are hereby acknowledged,
the parties hereto, each intending
to be legally bound hereby, agree
as follows:


 


1.             Compensation. Item 2 of
the Separation
Agreement titled
Compensation is hereby
removed and is
replaced with
the following: The salary due
Morell in the total amount of $525,000.00 as evidenced
by a convertible promissory note in the
principle amount of
$525,000.00 and the
Smith Barney Credit
Line in the
amount of $112,000
as evidenced
by a convertible
promissory note
in the
principle amount of $112,000.00 is
hereby converted and
settled for 2,800,000 newly
issued unrestricted shares to
be paid immediately. Morell hereby
holds the Company
harmless from any and
all future obligations or demands
of any kind.


 


2.             Release of Shares. The Company hereby grants
Morell the
right subject to
a 5% leak
out per
month of his
total shares, to
remove the
restrictive legend
on the
following shares
in the
Company consisting of
Share number 3836-4
for 8,455,944 shares
in the
name of Alan
Morell, Share number
CS1-2311 for 3,500,000
shares in the
name of Alan
Morell, Share number
3545-1 for 600,000
shares in the name of Alan and Janet Morell and shares in the
name of Commercial Rights international Corp. for 6,607,000 shares.


 


3.             Mutual
Releases.




 


(a)             The
Parties hereto acknowledge a full resolution and satisfaction of, and hereby IRREVOCABLY
AND UNCONDITIONALLY RELEASE, REMISE
AND FOREVER
DISCHARGE each other
from any
and all liabilities,
actions, causes of
action, contracts,
agreements, promises, claims
and demands of
any kind
whatsoever, in law
or equity,
whether known or unknown,
suspected or unsuspected, fixed
or contingent, apparent or concealed,
which they, their
heirs, executors, administrators, successors or assigns ever had,
now have
or hereafter can, shall or may have for,
upon, or by reason of any matter, cause or thing
whatsoever, from
the beginning
of Employee’s employment with
the Company to
the day of
the date of this
Agreement, arising out of or relating to Employee’s employment, compensation and
benefits with the Company and/or the termination
thereof including, without
limitation, contract claims, benefit claims,
tort claims, harassment, defamation and other
personal injury claims, fraud
claims, whistleblower claims, unjust,
wrongful or constructive dismissal claims
and any claims under
any municipal, state or federal wage payment,
discrimination or fair employment practices law, statute or regulation, and claims
for costs, expenses and attorneys' fees with respect thereto.


 






    	 



    	 



    

 





(b)             By
signing this
Agreement, the
Parties hereby WAIVE,
RELEASE AND
COVENANT NOT
TO SUE each other
with respect
to any matter
relating to or
arising out
of Employee’s employment,
compensation and benefits
with the
Company and/or the
termination thereof, and agree that
neither they nor any person,
organization or entity acting on their
behalf will (i)
file or participate
or join
in, encourage,
assist, facilitate or
permit the bringing
or maintenance of
any claim or
cause of action against
the other, whether in the
form of a federal, state or municipal court
lawsuit or administrative agency action
or otherwise, on
the basis of
any claim arising
out of or
relating to Employee’s employment,
compensation, and benefits with
the Company and/or
the termination thereof or (ii) seek
reinstatement, reemployment or any other
relief from the Company, however that relief
might be called, whether back pay,
compensatory damages, punitive damages,
claims for pain and suffering, claims for attorneys'
fees, reimbursement of expenses or otherwise, on the
basis of any such claim, except for claims for
a breach of this Agreement and Release. Nothing contained
herein shall be deemed to constitute an admission or evidence
of any wrongdoing or liability
on the part
of either Party hereto. It
is expressly understood and
agreed that this
Agreement and Release shall
act as a complete bar to any claim,
demand or action of
any kind whatsoever brought by either
Party against the other
relating to Employees employment, compensation and
benefits with the
Company and/or the
termination thereof, except for claims for breach
of this Agreement and Release.


 


4.             Confidential Information. Morell acknowledges
that, by
reason of his
position with
the Company,
he has been
given access to
confidential or proprietary
materials or information
respecting the
Company's business affairs. Morell
represents that he has held all
such information confidential and will continue
to do so, and that, unless he first secures the
Company's written consent, he shall not
directly or indirectly publish,
market or otherwise disclose, advise, counsel
or otherwise procure any
other person or entity,
directly or indirectly, to publish,
disclose, market or
use, any such secret, confidential
or proprietary information or relationships of the
Company ("Trade Secrets"), of which
Morell became aware or informed during his employment with
the Company, unless the Company shall have
first given its express written consent to such publication,
disclosure, marketing or use, except to
the extent
that such Trade Secrets a)
were known to Morell at the
time of their
receipt, b) were in or have become part of
the public domain (otherwise than through Employee),
c) were known to the recipient prior
to the disclosure, or d) are
required to be
disclosed by a
court or governmental agency.
Such Trade Secrets are
and shall continue
to be the exclusive proprietary property of
the Company whether
or not
they were disclosed to or developed
in whole or in part by Morell.
Such "Trade Secrets" include,
without limitation, subscriber lists, marketing
plans and
programs, studies, and
strategies of or about
the Company or its
business, customers or
suppliers, which derives
independent economic value,
actual or potential, from not
being generally known to, and not
being readily ascertainable by proper means by,
other persons who can obtain
economic value from its disclosure.


 






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5.             Modifications. This Agreement may
not be
changed orally,
and no modification,
amendment or waiver
of any of
the provisions contained
in this
Agreement nor
any future representation,
promise or condition
in connection
with the
subject matter of this Agreement,
shall be binding upon any party hereto unless made in writing and signed by such party.


 


6.             Governing Law. This Agreement
and Release shall
be subject to,
governed by and
interpreted in accordance
with the
laws of the
State of New
York. The Parties
agree that venue
for any proceeding
to enforce or
interpret the
provisions of this
agreement shall be the District Court for the
Southern District of New York.


 


7.             Confidentiality.
This Agreement and the terms hereof shall be kept confidential other than
as may be required disclosures under
applicable securities reporting laws.


 


8.             Entire Agreement. This Agreement
contains the
entire agreement between
the parties
with respect
to the
subject matter hereof and
supersedes and terminates
any and all
previous agreements of
any kind
whatsoever between
the parties,
whether written or oral, relating
to Employee’s employment, compensation and benefits with the Company and/or
the termination thereof. This is an integrated document.


 


9.             Enforcement.
The parties agree
that this
Agreement may be
specifically enforced in
court and may
be used as
evidence in a
subsequent proceeding in
which any
of the
parties allege a
breach of this
Agreement. In
the event
of litigation
in connection
with or concerning
the subject matter of this Agreement,
the prevailing party
shall recover all the Party’s costs, expenses and attorneys' fees incurred
in each and every such action, suit or other
proceeding, including any and all appeals or petitions
therefrom.


 


10.             Severability.
The provisions of this Agreement shall be considered severable in the event
that any of such  provisions are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable. Such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are valid and enforceable and which are as similar as possible in term
and intent to those provisions deemed to be invalid, void
or otherwise unenforceable. Notwithstanding
the foregoing, the remaining provisions hereof shall remain enforceable to the fullest extent permitted
by law.


 


11.             Assignability. This Agreement shall
not be
assignable by Morell,
but shall
be binding
upon and
shall inure to
the benefit of his heirs, executors,
administrators and legal representatives. This Agreement shall be assignable by the Company
to any affiliate, subsidiary or division thereof
and to any successor in interest.


 


12.             Waiver and
Further Agreement. Any waiver of any breach of any terms or conditions of this Agreement
shall not operate as a waiver of any other breach of such terms or conditions or any other term or
condition hereof nor shall any failure to enforce any provision hereof operate as a waiver of such provision or of any other provision hereof. Each of the parties hereto agrees to execute all such further instruments and documents and to take all such further action
as the other party may
reasonably require in order to effectuate the terms and purposes of this
Agreement.


  


13.             Headings of No Effect. The headings
contained in
this Agreement
are for reference
purposes only
and shall not
in any way affect the meaning or interpretation
of this Agreement.


 






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IN WITNESS WHEREOF,
the parties hereto have executed this
Agreement as of the date first above
written.


 


	 	CMG HOLDINGS GROUP, INC.
	 		 
	 	By:	
	 	Jeffrey Devlin, Director
	 		 
	 	By:	
	 	Alan Morell


 


 


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