Exhibit
10.11


 


SETTLEMENT
AGREEMENT AND RELEASES


 


THIS
SETTLEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between and among James Ennis (“Ennis”), Scott
Baily (“Baily”), Martin Boyle (“Boyle”), Hudson Capital Advisors (“Hudson”), Michael Vandetty
(“Vandetty”) and CMG Holdings Group, Inc. (the “Company” and, together with Ennis, Baily, Boyle, Hudson,
and Vandetty, the “Parties”).


 


RECITALS


 


WHEREAS,
disagreements have arisen regarding actions taken or not taken on the part of Ennis, Baily, Boyle, Hudson, and/or Vandetty with
regard to the Company, on the one hand, and actions taken or not taken by the Company with regard to Ennis, Baily, Boyle, Hudson,
and/or Vandetty, on the other hand; and


 


WHEREAS,
Ennis, Baily, Boyle, Hudson and Vandetty deny having any liability to the Company with respect to any such disagreements;
and


 


WHEREAS,
the Company denies having any liability to Ennis, Baily, Boyle, Hudson and/or Vandetty with respect to any such disagreements;
and


 


WHEREAS,
the Parties wish to resolve fully and finally any and all issues pertaining to such disagreements in accordance with this Agreement,


 


NOW, THEREFORE,
the Parties hereby agree as follows:


 


TERMS
AND CONDITIONS


 


1.On
or before August 30, 2013, Ennis, Baily, Boyle, Hudson, and Vandetty shall, collectively, deliver to the Company (without any
monetary payment by the Company) Thirty Three Million Eight Hundred Forty Six Thousand (33,846,000) shares of common stock of
the Company, and Included in the common stock to be delivered hereunder shall be Two Million Five Hundred Thousand (2,500,000)
shares that had been issued to or held by Connied, Inc. and all shares currently owned or controlled by Ennis.


 






    	 



    	 



    

 


2.Vandetty
represents that 2,500,000 shares that had been issued to or held by Connied, Inc. have been assigned to him, and that, together
with the deliveries to be made under paragraph 1 hereof, Vandetty will deliver to the Company copies of the assignments of such
shares.


 


3.Upon
the deliveries and tenders referred to in paragraphs 1 and 2, the General Releases and Promises Not to Sue by the Company provided
for in paragraphs 8 and 9 hereof shall become effective.


 


4.Upon
the deliveries and tenders referred to in paragraphs 1 and 2, the Glenn B. Laken, on the one hand, and Ennis, Baily, Boyle, Hudson
and Vandetty, on the other hand, shall execute a Mutual General Release in the form annexed hereto as Exhibit A.


 


5.Upon
the execution of this Agreement, the General Releases and Promises Not to Sue by Ennis, Baily, Boyle, Hudson and Vandetty provided
for in paragraphs 10 and 11 hereof shall become effective.


 


6.Upon
the deliveries and tenders referred to in paragraphs 1 and 2, (a) all obligations on the part of Ennis and Vandetty, as provided
for in the Mutual Separation and Release Agreements executed by Ennis, Vandetty and the Company, dated December 1, 2013, shall
have been satisfied, (b) the Lockup Agreements, referenced in and separately executed and attached to the Mutual Separation and
Release Agreements, shall be terminated and shall thereafter have no further force or effect as to any shares in the Company owned
by Vandetty or any shares in Audioeye, Inc. owned by either Ennis or Vandetty subsequent thereto, and (c) the Company shall direct
that its transfer agent, Corporate Stock Transfer, take such action as it may take to remove all restrictive legends on any shares
in the Company retained by Vandetty or to reissue said shares without restrictions, and shall cooperate with Vandetty in providing
any documentation or consents required by the transfer agent for such purpose.


 






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7.Notwithstanding
the above, the General Releases and Covenants Not to Sue contained in the abovereferenced Mutual Separation and Release Agreements,
other than as specifically modified herein, shall remain in full force and effect.


 


COMPANY
GENERAL RELEASES


 


8.In
consideration for the deliveries and tenders referred to in paragraphs 1 and 2 and other valuable consideration, and effective
upon such deliveries and tenders, the Company unconditionally, irrevocably and absolutely releases and forever discharges Ennis,
Baily, Boyle and Vandetty, together with their present and former employees, agents, attorneys, successors and assigns (in their
capacities as such), and Hudson, together with its present and former parents, subsidiaries and related entities, as well as any
officers, directors, shareholders, employees, agents, attorneys, successors and assigns (in their capacities as such), from any
and all claims from the beginning of the world to the date of this Agreement, and all losses, liabilities, claims, charges, demands
and causes of action, known or unknown, accrued or unaccrued which the Company has or may have had against any of them. These
releases are intended to have the broadest possible application and include, but are not limited to, any and all tort, contract,
personal injury, defamation, fraud, intentional or otherwise, common law, constitutional or other statutory claims, arising under
any state and/or federal laws, and any and all claims for attorneys' fees, costs, and expenses.


 






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The
Company executes these releases with the full knowledge that the releases cover all possible claims that it may have or may have
had against the parties covered thereby to the fullest extent permitted by law.


 


COMPANY
PROMISES NOT TO PROSECUTE


 


9.In
consideration for the deliveries and tenders referred to in paragraphs 1 and 2, and other valuable consideration, and effective
upon such deliveries and tenders, the Company agrees that it will not prosecute or allow to be prosecuted on its behalf, in any
administrative agency or court, whether state or federal, or in any arbitration proceeding, any claim or demand of any type related
to the Parties’ disagreements.


 


OTHER
PARTIES’ GENERAL RELEASES


 


10.In
consideration for the Company’s Agreements herein, and other good and valuable consideration, and effective upon the execution
of this Agreement, Ennis, Baily, Boyle, Vandetty and Hudson unconditionally, irrevocably and absolutely release and forever discharge
the Company, together with its present and former parents, subsidiaries and related entities, as well as any officers, directors,
shareholders, employees, agents, attorneys, successors and assigns (in their capacities as such), from any and all claims from
the beginning of the world to the date of this Agreement, and all losses, liabilities, claims, charges, demands and causes of
action, known or unknown, accrued or unaccrued which Ennis, Baily, Boyle, Vandetty or Hudson has or may have had against any of
them. These releases are intended to have the broadest possible application and include, but are not limited to, any and all tort,
contract, personal injury, defamation, fraud, intentional or otherwise, common law, constitutional or other statutory claims,
arising under any state and/or federal laws, and any and all claims for attorneys' fees, costs, and expenses.


 






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Ennis,
Baily, Boyle, Vandetty and Hudson execute these releases with the full knowledge that the releases cover all possible claims that
they may have or may have had against the parties covered thereby to the fullest extent permitted by law.


 


OTHER
PARTIES’ PROMISES NOT TO PROSECUTE


 


11.In
consideration for the Company’s Agreements herein, and other good and valuable consideration, and effective upon the execution
of this Agreement, Ennis, Baily, Boyle, Vandetty and Hudson agree that they will not prosecute or allow to be prosecuted on their
behalf, in any administrative agency or court, whether state or federal, or in any arbitration proceeding, any claim or demand
of any type related to the Parties’ disagreements.


 


NO
ADMISSIONS


 


12.By
entering into this Agreement, the Parties make no admission of any wrongdoing or that they have engaged, or are now engaging,
in any unlawful conduct, and dispute any wrongdoing and/or that any unlawful conduct occurred. It is understood that this settlement
is not an admission of liability, but is in compromise of a dispute; that there has been no trial, arbitration or adjudication
of any issue of law or fact herein, and that the parties deny liability and intend merely to avoid further expense of litigation
or arbitration by entering into this Agreement.


 


NONDISCLOSURE


 


13.The
Parties covenant and agree not to disclose the subject matter of the disagreements resulting in this Agreement unless required
to do so by court order, subpoena or the directive of any governmental agency or authority, and that any party receiving such
an order, an application for such an order, such a subpoena or such a directive shall promptly notify the other Parties to which
the application, order, directive or subpoena relates. No party will respond to, participate in or contribute to any public discussion
or other publicity concerning the subject matter of the disagreements resulting in this Argeement.


 






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Any
violation of this provision shall be remediable by injunctive relief or specific performance in addition to any other remedies
that are available to a party claiming such a violation.


 


14.Each
Party covenants and represents, to the best of their knowledge, that they presently are not plaintiffs, participants or parties
to any suit, action, investigation or proceeding in which any of the Parties or related entities is a party or a target.


 


ENTIRE
AGREEMENT


 


15.This
Agreement contains the entire agreement between the Parties with respect to the subject matter hereof. It is agreed that there
are no collateral agreements or representations, written or oral that are not contained in this Agreement.


 


SEVERABILITY


 


16.Should
it be determined by a court of competent jurisdiction that any term of this Agreement is unenforceable, then that term shall be
deemed to be deleted. The validity and enforceability of the remaining terms, however, shall not be affected by the deletion of
the unenforceable term or terms.


 


APPLICABLE
LAW


 


17.The
validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the State
of New York, and each Party waives trial by jury of any issue triable hereunder.


 


ATTORNEYS'
FEES


 


18.
All parties to this Agreement agree that they will bear their own costs and attorneys' fees, if any.


 






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MODIFICATIONS


 


19.This
Agreement may be amended only by a written instrument signed by all parties to this Agreement.


 


BINDING
ON SUCCESSORS


 


20.The
Parties agree that this Agreement shall be binding on, and inure to the benefit of, their successors, heirs and/or assigns.


 


NO
ASSIGNMENT


 


21.The
Parties warrant and represent that they have not assigned or transferred to any person not a party to this Agreement any released
matter or any right to any payment or other consideration provided pursuant to this Agreement.


 


COUNTERPARTS


 


22.This
Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and will become effective and
binding upon the parties at such time as all the signatories hereto have signed a counterpart of this Agreement. All counterparts
so executed shall constitute one Agreement binding on the parties hereto, and the parties hereto shall sign a sufficient number
of counterparts so that each party will receive a fully executed original of this Agreement.


 






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SURVIVAL


 


23.The
parties understand that the terms of this Agreement are contractual, shall survive the execution of the Releases contained herein,
and shall continue in full force and effect thereafter.


 


The
Parties to this Agreement, with the opportunity to obtain representation and advice of counsel, have read the foregoing Agreement
and fully understand each and every provision contained herein.


 


James
Ennis


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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Scott
Baily


 





 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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Martin
Boyle


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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Hudson
Capital Advisors


 


By:___________________________


Name:_________________________


Its:___________________________


 





	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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Michael
Vandetty


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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CMG
Holdings Group, Inc.


 





By:___________________________


Name:_________________________


Its:___________________________


 





	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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EXHIBIT
A


 


MUTUAL
GENERAL RELEASES


 


In
consideration for the releases of each party hereunder and other valuable consideration, Glenn B. Laken (as one party) and James
Ennis, Scott Baily, Martin Boyle, Hudson Capital Advisors and Michael Vandetty (collectively as another party) hereby unconditionally,
irrevocably and absolutely release and discharge the other party, any and all parents, subsidiaries and related entities of the
other party, as well as any present and former employees, officers, members, directors, partners, shareholders, agents, successors
and assigns of the other party (in their capacities as such), from any and all claims, from the beginning of the world to the
date of this Agreement, and all losses, liabilities, claims, charges, demands and causes of action, known or unknown, accrued
or unaccrued which any party has or may have had against the other. This release is intended to have the broadest possible application
and includes, but is not limited to, any and all tort, contract, personal injury, defamation, fraud, intentional or otherwise,
common law, constitutional or other statutory claims, arising under any state and/or federal laws, and any and all claims for
attorneys' fees, costs, and expenses.


 


The
parties execute these releases with the full knowledge that the releases cover all possible claims that one party may have or
may have had against the other, to the fullest extent permitted by law.


 


Glenn
B. Laken


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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James
Ennis


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 


Scott
Baily


 







 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






    	15



    	 



    

 


Martin
Boyle


 
















 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






    	16



    	 



    

 


 


Hudson
Capital Advisors


 








By:___________________________


Name:_________________________


Its:___________________________


 





	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






    	17



    	 



    

 


Michael
Vandetty


 













 



 


	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 






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CMG
Holdings Group, Inc.


 











By:___________________________


Name:_________________________


Its:___________________________


 





	STATE OF	)




 


	COUNTY OF	)




 


The
foregoing instrument was acknowledged before me this ____ day of March, 2013, by ________________. He or she is (check one) [   ]
personally known to me or [   ] has produced __________________________ as identification.


 


WITNESS
my hand and official seal in the county and state named above this ___ day of ____________________, A.D., 2013.


 





	 	NOTARY PUBLIC,
    State of	 
	 	 	 
	 	Print Name:___________________________
    	 
	 	Commission No.:______________________	 
	 	Commission  Expires:___________________	 




 


 


19