Exhibit
10.13


 


AGREEMENT


 


This
AGREEMENT (the “Agreement”) is made and entered into as of the 5th day of February, 2014 (the “Effective
Date”), by and between CMG Holdings, Inc., a Nevada corporation (the “Company”), having its offices
at principal place of business at 333 Hudson Street, Suite 303, New York, New York 10013, and _________________ (“Director”),
having an address at ______________ (Director and the Company are collectively referred to as the  “Parties”).


 


WITNESSETH:


 


WHEREAS,
Director has advised he is resigning from the Board of Directors of the Company (the “Board”); and WHEREAS,
the Company wishes to compensate Director for his services to the Company and the Board;  and


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements herein contained, and other good
and valuable consideration, the Parties agree as  follows:


 


1.            RESIGNATION.
As of the calendar day following the Effective Date, the undersigned hereby resigns as a member of the Board and from each and
every other position he holds with the Company, its subsidiaries and affiliates. Director hereby represents and warrants that
the foregoing resignation is not the result of any disagreement or dispute with the Company, its Board or management.


 


2.            COMPENSATION.
As consideration for the services provided by Director since his appointment to the Board, the Company hereby agrees to issue
to Director 2,000,000 shares of the Company’s common stock (the “Stock”). The stock shall be free and
clear of all liens and encumbrances, with the exception of a restrictive legend required under the Securities Act of 1933, as
amended (the “Act”).


 


2.1            In
connection with the issuance of the Stock, the undersigned hereby represents and warrants that he is a non-U.S. Person as defined
under Regulation S under the Act.


 


2.2            In connection with the issuance of the Stock, the Company hereby represents, warrants and covenants that:


 


	 	2.2.1	neither it, nor any of its officers, directors or affiliates will take
any action, or omit to take any action that will interfere in the issuance of the Stock;




 


	 	2.2.2	within one business day of the receipt of Board approval for the issuance
of the Stock, the Company shall submit the Board’s resolutions approving the issuance of the Stock and an instruction letter
directing the issuance of the Stock to Director;




 






    	 



    	 



    

 


		2.2.3	in
                                         the event that the Company shall fail to issue the stock and a legal action by Director
                                         is necessary, the Company shall pay all of Director’s legal fees necessary to recover
                                         the Stock.



 


3.            INDEMNIFICATION/REPRESENTATION.
In consideration of Director’s services to the Board, the Company hereby agrees to execute the Indemnification Agreement
annexed hereto as Exhibit A. The Company hereby represents and warrants that to the best of its knowledge, there are no pending
or threatened claims against it or its directors.


 


4.            MISCELLANEOUS.


 


4.1            Applicable
Law. Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the
laws of the State of New York, applied without reference to principles of conflict of laws.


 


4.2            Amendments.
This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective
successors or legal representatives.


 


4.3            Notices.
All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid, addressed as follows:


 


If
to Director: at the address set forth in the first paragraph of this Agreement.


 


If to the Company:


 


CMG
Holdings, Inc.


333 Hudson Street, Suite 303


New York, New York 10013


 


With
a copy to (which shall not constitute notice):


 


Ofsink, PLLC


900 Third
Avenue, 5th Floor


New
York, New York 10022


Attn: Darren Ofsink


Facsimile:  646-224-9844


 


or
to such other address as either party shall have furnished to the other in writing in accordance herewith. Notices and communications
shall be effective when actually received by the  addressee.


 


4.4            Severability.
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and any such provision which is not valid or enforceable in whole shall be enforced to the maximum
extent permitted by law.


 






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4.5            Captions. The captions of this Agreement are not part of the provisions and shall have no force or effect.


 


4.6            Entire
Agreement. This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes
all prior agreements, understandings, discussions, negotiations and undertakings, whether written or  oral, between the parties
with respect thereto.


 


4.7            Survivorship.
The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement hereunder to the
extent necessary to the intended preservation of such rights and obligations.


 


4.8            Waiver.
Either Party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver
of any such provision or provisions, or prevent that party thereafter from enforcing each and every other provision of this Agreement.


 


4.9            Joint
Efforts/Counterparts. Preparation of this Agreement shall be deemed to be the joint effort of the parties hereto and shall
not be construed more severely against any party. This Agreement may be signed in counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same instrument.


 


4.10          Representation
by Counsel. Each Party hereby represents that it has had the opportunity to be represented by  legal counsel of its choice
in connection with the negotiation and execution of this Agreement.


 


-- Signature
page follows --








 






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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above  written.


 





	 	 	CMG
    Holdings, Inc. 
	 	 	 	 
	 	 	By:	 
	Name:	 	Name:	 
		 	Title:	 




 



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EXHIBIT
A


 


INDEMNIFICATION
AGREEMENT


 


AGREEMENT,
dated as of February , 2014, by and between CMG Holdings, Inc.., a Nevada corporation (the “Company”), and
[            ] (the “Indemnitee”).


 


WHEREAS,
the Indemnitee was a director and/or officer of the  Company;


 


WHEREAS,
the Indemnitee served as a director and/or officer of the Company, in part, in reliance on  indemnity from the Company;


 


WHEREAS,
it is the Company’s intention to provide Indemnitee with not less than the maximum indemnity permissible under Nevada law;


 


WHEREAS,
in consideration of the Indemnitee’s service to the Company, the Company should assure Indemnitee that indemnification will
be available in the future; and


 


NOW,
THEREFORE, in consideration of the premises and of the Indemnitee continuing to serve the Company directly or, on its behalf or
at its request, as an officer, director, manager, member, partner, tax matters partner, fiduciary or trustee of, or in any other
capacity with, another Person (as defined below) or any employee benefit plan, and intending to be legally bound hereby, the parties
hereto agree as  follows:


 


1.            Certain
Definitions. In addition to terms defined elsewhere herein, the following terms have the following meanings when used in this
Agreement:


 


		(a)	Agreement:
                                         shall mean this Indemnification Agreement, as amended from time to time hereafter.



 


		(b)	Board
                                         of Directors: shall mean the Board of Directors of the Company.



 


		(c)	Claim:
                                         means any threatened, asserted, pending or completed civil, criminal, administrative,
                                         investigative or other action, suit or proceeding of any kind whatsoever, including any
                                         arbitration or other alternative dispute resolution mechanism, or any appeal of any kind
                                         thereof, or any inquiry or investigation, whether instituted by the Company, any governmental
                                         agency or any other party, that the Indemnitee in good faith believes might lead to
                                         the institution of any such action, suit or proceeding, whether civil, criminal, administrative,
                                         investigative or other, including any arbitration or other alternative dispute resolution
                                         mechanism.



 


		(d)	Indemnifiable
                                         Expenses: means (i) all expenses and liabilities, including judgments, fines, penalties,
                                         interest, amounts paid in settlement with the approval of the Company, and counsel fees
                                         and disbursements (including, without limitation, experts’ fees, court costs, retainers,
                                         transcript fees, duplicating, printing and binding costs, as well as telecommunications,
                                         postage and courier charges) paid or incurred in connection with investigating, defending,
                                         being a witness in or participating in (including on appeal), or preparing to investigate,
                                         defend, be a witness in or participate in, any Claim by reason of the fact that Indemnitee
                                         is or was or has agreed to serve as a director, officer, employee or agent of the Company,
                                         or while serving as a director or officer of the Company, is or was serving or has agreed
                                         to serve on behalf of or at the request of the Company as a director, officer, employee
                                         or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or
                                         manager or similar capacity) of another corporation, limited liability company, partnership,
                                         joint venture, trust, employee benefit plan or other enterprise, or by reason of any
                                         action alleged to have been taken or omitted in any such capacity, whether occurring
                                         before, on or after the date of this Agreement (any such event, an “Indemnifiable
                                         Event”), (ii) any liability pursuant to a loan guaranty or otherwise, for any indebtedness
                                         of the Company or any subsidiary of the Company, including, without limitation, any indebtedness
                                         which the Company or any subsidiary of the Company has assumed or taken subject to, and
                                         (iii) any liabilities which an Indemnitee incurs as a result of acting on behalf of the
                                         Company (whether as a fiduciary or otherwise) in connection with the operation, administration
                                         or maintenance of an employee benefit plan or any related trust or funding mechanism
                                         (whether such liabilities are in the form of excise taxes assessed by the United States
                                         Internal Revenue Service, penalties assessed by the Department of Labor, restitutions
to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism,
or otherwise).












 






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		(e)	Indemnitee-Related
                                         Entities: means any corporation, limited liability company, partnership, joint venture,
                                         trust, employee benefit plan or other enterprise (other than the Company or any other
                                         corporation, limited liability company, partnership, joint venture, trust, employee benefit
                                         plan or other enterprise Indemnitee has agreed, on behalf of the Company or at the Company’s
                                         request, to serve as a director, officer, employee or agent and which service is covered
                                         by the indemnity described in this Agreement) from whom an Indemnitee may be entitled
                                         to indemnification or advancement of expenses with respect to which, in whole or in part,
                                         the Company may also have an indemnification or advancement obligation (other than as
                                         a result of obligations under an insurance policy).



 


		(f)	Jointly
                                         Indemnifiable Claim: means any Claim for which the Indemnitee shall be entitled to
                                         indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable
                                         law, any indemnification agreement or the certificate of incorporation, by-laws, partnership
                                         agreement, operating agreement, certificate of formation, certificate of limited partnership
                                         or comparable organizational documents of the Company and an Indemnitee Related Entity.



 


		(g)	Person:
                                         means any individual, corporation, firm, partnership, joint venture, limited liability
                                         company, estate, trust, business association, organization, governmental entity or other
                                         entity.



 


2.            Basic Indemnification Arrangement; Advancement of Expenses.


 


(a)            In
the event that the Indemnitee was, is or becomes subject to, a party to or witness or other participant in, or is threatened to
be made subject to, a party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable
Event, the Company shall indemnify the Indemnitee, or cause such Indemnitee to be indemnified, to the fullest extent permitted
by Nevada law in effect on the date hereof and as amended from time to time; provided, however, that no change
in Nevada law shall have the effect of reducing the benefits available to the Indemnitee.


 


(b)            If
so requested by the Indemnitee, the Company shall advance, or cause to be advanced (within ten  business days of such request),
any and all Indemnifiable Expenses incurred by the Indemnitee (an “Expense Advance”). The Company shall, in
accordance with such request (but without duplication), either (i) pay, or cause to be paid, such Indemnifiable Expenses on behalf
of the Indemnitee, or (ii) reimburse, or cause the reimbursement of, the Indemnitee for such Indemnifiable Expenses. The Indemnitee’s
right to an Expense Advance is absolute and shall not be subject to any condition that the Board of Directors shall not have determined
that the Indemnitee is not entitled to be indemnified under applicable law. However, the obligation of the Company to make an
Expense Advance pursuant to this Section 2(b) shall be subject to the condition that, if, when and to the extent that a final
judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that the Indemnitee
is not entitled to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by the Indemnitee (who
hereby agrees to reimburse the Company) for all such amounts theretofore paid (it being understood and agreed that the foregoing
agreement by the Indemnitee shall be deemed to satisfy any requirement that the Indemnitee provide the Company with an undertaking
to repay any Expense Advance if it is ultimately determined that the Indemnitee is not entitled to indemnification under applicable
law). The Indemnitee’s undertaking to repay such Expense Advances shall be unsecured and interest-free.


 


(c)            Notwithstanding
anything in this Agreement to the contrary, the Indemnitee shall not be entitled to indemnification or advancement of Indemnifiable
Expenses pursuant to this Agreement in connection with any Claim initiated by the Indemnitee unless (i) the Company has joined
in or the Board of Directors of the Company has authorized or consented to the initiation of such Claim or (ii) the Claim is one
to enforce the Indemnitee’s rights under this Agreement (including an action pursued by the Indemnitee to secure a determination
that the Indemnitee should be indemnified under applicable law).


 






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(d)            The
indemnification obligations of the Company under Section 2(a) shall be subject to the condition that the Board of Directors shall
not have determined (by majority vote of directors who are not parties to the applicable Claim) that the indemnification of the
Indemnitee is not proper in the circumstances because the Indemnitee is not entitled to be indemnified under applicable law. If
the Board of Directors determines that the Indemnitee is not entitled to be indemnified in whole or in part under applicable law,
the Indemnitee shall have the right to commence litigation in any court in the States of New York or Nevada having subject matter
jurisdiction thereof and in which venue is proper, seeking an initial determination by the court or challenging any such determination
by the Board of Directors or any aspect thereof, including the legal or factual bases therefor, and the Company hereby consents
to service of process and to appear in any such proceeding. If the Indemnitee commences legal proceedings in a court of competent
jurisdiction to secure a determination that the Indemnitee should be indemnified under applicable law, any determination made
by the Board of Directors that the Indemnitee is not entitled to be indemnified under applicable law shall not be binding, the
Indemnitee shall continue to be entitled to receive Expense Advances, and the Indemnitee shall not be required to reimburse the
Company for any Expense Advance, until a final judicial determination is made (as to which all rights of appeal therefrom have
been exhausted or lapsed) that the Indemnitee is not entitled to be so indemnified under applicable law. Any determination by
the Board of Directors otherwise shall be conclusive and binding on the Company and the Indemnitee.


 


(e)            To
the extent that the Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole
or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, the
Indemnitee shall be indemnified against all Indemnifiable Expenses actually and reasonably incurred in connection therewith, notwithstanding
an earlier determination by the Board of Directors that the Indemnitee is not entitled to indemnification under applicable law.


 


3.            Indemnification
for Additional Expenses. The Company shall indemnify, or cause the indemnification of,  the Indemnitee against any and all
Indemnifiable Expenses and, if requested by the Indemnitee, shall advance such Indemnifiable Expenses to the Indemnitee subject
to and in accordance with Section 2(b) and (d), which are incurred by the Indemnitee in connection with any action brought by
the Indemnitee, the Company or any other Person with respect to the Indemnitee’s right to: (i) indemnification or an Expense
Advance by the Company under this Agreement or any provision of the Company’s Certificate of Incorporation and/or By-Laws
and/or (ii) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless
of whether the Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance or insurance recovery,
as the case may be; provided that the Indemnitee shall be required to reimburse such Indemnifiable Expenses in the event
that a final judicial determination is made (as to which all rights of appeal therefrom have been exhausted or lapsed) that such
action brought by the Indemnitee, or the defense by the Indemnitee of an action brought by the Company or any other Person, as
applicable, was frivolous or in bad faith.


 


4.            Partial
Indemnity, Etc. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of the Indemnifiable Expenses in respect of a Claim but not, however, for all of the total amount thereof, the
Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.


 


5.            Burden
of Proof. In connection with any determination by the Board of Directors, any court or otherwise as to whether the Indemnitee
is entitled to be indemnified hereunder, the Board of Directors or court shall presume that the Indemnitee has satisfied the applicable
standard of conduct and is entitled to indemnification, and the burden of proof shall be on the Company or its representative
to establish, by clear and convincing evidence, that the Indemnitee is not so entitled.


 


6.            Reliance
as Safe Harbor. The Indemnitee shall be entitled to indemnification for any action or omission to  act undertaken (a) in good
faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or
statements furnished to the Indemnitee by the officers or employees of the Company or any  of  its subsidiaries in the course
of their duties, or by committees of the Board of Directors, or by any other Person as to matters the Indemnitee reasonably believes
are within such other Person’s professional or expert competence, or (b) on behalf of the Company in furtherance of the
interests of the Company in good faith in reliance upon, and in accordance with, the advice of legal counsel or accountants, provided
such legal counsel or accountants were selected with reasonable care by or on behalf of the Company. In addition, the knowledge
and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to the Indemnitee
for purposes of determining the right to indemnity hereunder.


 






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7.            No
Other Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent,
shall not create a presumption that the Indemnitee did not meet any particular standard of conduct or have any particular belief
or that a court has determined that indemnification is not permitted by applicable law. In addition, neither the failure of the
Board of Directors to have made a determination as to whether the Indemnitee has met any particular standard of conduct or had
any particular belief, nor an actual determination by the Board of Directors that the Indemnitee has not met such standard of
conduct or did not have such belief, prior to the commencement of legal proceedings by the Indemnitee to secure a judicial determination
that the Indemnitee should be indemnified under applicable law shall be a defense to the Indemnitee’s claim or create a
presumption that the Indemnitee has not met any particular standard of conduct or did not have any particular belief.


 


8.            Nonexclusivity,
Etc. The rights of the Indemnitee hereunder shall be in addition to any other rights the Indemnitee may have under the Company’s
Certificate of Incorporation and By-Laws, the laws of the State of Nevada, or otherwise. To the extent that a change in Nevada
law or the interpretation thereof (whether by statute or judicial decision) permits greater indemnification by agreement than
would be afforded currently under the Company’s Certificate of Incorporation and By-Laws, it is the intent of the parties
hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. To the extent that there
is a conflict or inconsistency between the terms of this Agreement and the Company’s Certificate of Incorporation or By-Laws,
it is the intent of the parties hereto that the Indemnitee shall enjoy the greater benefits regardless of whether contained herein,
in the Company’s Certificate of Incorporation or By-Laws. No amendment or alteration of the Company’s Certificate of
Incorporation or By-Laws or any other agreement shall adversely affect the rights provided to Indemnitee under this Agreement.


 


9.            Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company
against the Indemnitee, the Indemnitee’s spouse, heirs, executors or personal or legal representatives after the expiration
of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished
and deemed released unless asserted by the timely filing of a legal action within such  two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


10.            Amendments,
Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of
the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. In the event the
Company or any of its subsidiaries enters into an indemnification agreement with another director, officer, agent, fiduciary
or manager of the Company or any of its subsidiaries containing a term or terms more favorable to the indemnitee than the
terms contained herein (as determined by the Indemnitee), the Indemnitee shall be afforded the benefit of such more favorable
term or terms and such more favorable term or terms shall be deemed incorporated by reference herein as if set forth in full
herein. As promptly as practicable following the execution by the Company or the relevant subsidiary of each indemnity
agreement with any such other director, officer or manager (i) the Company shall send a copy of the indemnity agreement to
the Indemnitee, and (ii) if requested by the Indemnitee, the Company shall prepare, execute and deliver to the Indemnitee an
amendment to this Agreement containing such more favorable term or terms.


 


11.            Subrogation.
Subject to Section 12, in the event of payment by the Company under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of the Indemnitee with respect to any insurance policy. Indemnitee shall execute
all papers reasonably required and shall do everything that may be reasonably necessary to secure such rights, including the execution
of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or reimburse
all expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.


 






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12.            Jointly
Indemnifiable Claims. Given that certain Jointly Indemnifiable Claims may arise due to the relationship between the Indemnitee-Related
Entities and the Company and the service of the Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related
Entities, the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the
Indemnitee in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim,
pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnitee may have
from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution
by the Indemnitee-Related Entities and no right of recovery the Indemnitee may have from the Indemnitee-Related Entities shall reduce
or otherwise alter the rights of the Indemnitee or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related
Entities shall make any payment to the Indemnitee in respect of indemnification or advancement of expenses with respect to any
Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment
to all of the rights of recovery of the Indemnitee against the Company, and the Indemnitee shall execute all papers reasonably
required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents
as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee
Related Entities shall be third-party beneficiaries with respect to this Paragraph 13, entitled to enforce this Paragraph 13 against
the Company as though each such Indemnitee-Related Entity were a party to this Agreement.


 


13.            No
Duplication of Payments. Subject to Paragraph 12 hereof, the Company shall not be liable under this Agreement to make any
payment in connection with any Claim made against the Indemnitee to the extent the Indemnitee has otherwise actually received
payment (under any insurance policy, any provision of the Company’s Certificate of Incorporation and By-Laws, or otherwise)
of the amounts otherwise indemnifiable hereunder.


 


14.            Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event or
to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee; provided that if the Indemnitee
believes, after consultation with counsel selected by the Indemnitee, that (i) the use of counsel chosen by the Company to represent
the Indemnitee would present such counsel with an actual or potential conflict of interest, (ii) the named parties in any such
Claim (including any impleaded parties) include the Company or any subsidiary of the Company and the Indemnitee and the Indemnitee
concludes that there may be one or more legal defenses available to him that are different from or in addition to those available
to the Company or any subsidiary of the Company or (iii) any such representation by such counsel would be precluded under the
applicable standards of professional conduct then prevailing, then the Indemnitee shall be entitled to retain separate counsel
(but not more than one law firm plus, if applicable, local counsel in respect of any particular Claim) at the Company’s
expense. The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Claim
relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without
the prior written consent of the Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event which the Indemnitee
is or could have been a party unless such settlement solely involves the payment of money and includes a complete and unconditional
release of the Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company nor
the Indemnitee shall unreasonably withhold its or his consent to any proposed settlement; provided that the Indemnitee
may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee. To the fullest
extent permitted by Nevada law, the Company’s assumption of the defense of a Claim pursuant to this Section 15 will constitute
an irrevocable acknowledgement by the Company that any Indemnifiable Expenses incurred by or for the account of Indemnitee incurred
in connection therewith are indemnifiable by the Company under Section 2 of this Agreement.


 


15.            Binding
Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors, (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs, executors and personal
and legal representatives. The Company shall require and cause any successor(s) (whether directly or indirectly, whether in
one or a series of transactions, and whether by purchase, merger, consolidation, or otherwise) to all or a significant
portion of the business and/or assets of the Company and/or its subsidiaries (on a consolidated basis), by written agreement
in form and substance satisfactory to the Indemnitee and his or her counsel, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had
taken place; provided that no such assumption shall relieve the Company from its obligations hereunder and any
obligations shall thereafter be joint and several. This Agreement shall continue in effect regardless of whether the
Indemnitee continues to serve as a director or officer of the Company and/or on behalf of or at the request of the Company as
a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or
similar capacity) of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan
or other enterprise. Neither this Agreement nor any duties or responsibilities pursuant hereto may be assigned by the Company
to any other person or entity without the prior written consent of the Indemnitee.


 



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16.            Security.
To the extent requested by the Indemnitee, the Company shall at any time and from time to time provide security to the Indemnitee
for the obligations of the Company hereunder through an irrevocable bank line of credit, funded trust or other collateral or by
other means. Any such security, once provided to the Indemnitee, may not be revoked or released without the prior written consent
of such Indemnitee.


 


17.            Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without
limitation, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions
of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give
effect to the terms of this Agreement.


 


18.            Specific
Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the  parties hereto, the Indemnitee
may be without an adequate remedy at law. Accordingly, in the event of any such violation, the Indemnitee shall be entitled, if
the Indemnitee so elects, to institute proceedings, either in law or at equity, to obtain damages, to enforce specific performance,
to enjoin such violation, or to obtain any relief or any combination of the foregoing as the Indemnitee may elect to pursue.


 


19.            Notices.
All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained
in a written document delivered in person or sent by telecopy, nationally recognized overnight courier or personal delivery, addressed
to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this
Agreement or in writing by such party to the other parties:


 


(a)
If to the Company, to:


 


      with
a copy (which shall not constitute notice)  to:


 


(b)
If to the Indemnitee, to the address set forth on Annex A hereto.


 


All
such notices, requests, consents and other communications shall be deemed to have been given or made if and when received (including
by overnight courier) by the parties at the above addresses or sent by electronic transmission, with confirmation received, to
the telecopy numbers specified above (or at such other address or telecopy number for a party as shall be specified by like notice).
Any notice delivered by any party hereto to any other party hereto shall also be delivered to each other party hereto simultaneously
with delivery to the first party receiving such notice.


 


20.            Counterparts.
This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


21.            Headings.
The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction or interpretation thereof.


 


22.            Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada applicable
to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.


 






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


 





	 	CMG HOLDINGS, INC..
	 	 	 
	 	By: 	 
	 	Name: 	 
	 	Title:	 
	 	 	 
	 	 
	 	[Indemnitee]




 






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Annex
A


 


Name
and Business Address.


 





	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 
	Attn:	 	 
	 	 	 
	Tel:	 	 
	 	 	 
	Fax:	 	 




 


 


12