Exhibit 10.12


 


TERMINATION
AGREEMENT AND RELEASES


 


THIS TERMINATION
AGREEMENT, TOGETHER WITH RELEASES (the "Agreement"), is made between Connied,
Inc. ("Connied"), as
successor in interest to
Continental Investments
Group, Inc. ("Continental"),
and CMG Holdings
Group, Inc. (the "Company")
(the "Company, on the one hand, and "Continental" and "Connied'',
on the other hand, hereinafter the 
"Parties").


 


RECITALS


 


WHEREAS,
on March 31
, 2011 the
Parties entered into
a Sale and
Purchase Agreement wherein
the Company
agreed to issue 50,000
shares of its
Series B Convertible
Preferred Stock
to Continental
Investments Group, Inc.
in exchange
for 20,000 cartoon animated Cels
(the "Cel Art) and Continental agreed to deliver
the Cel Art to the Company;  and


 


WHEREAS, Connied
is the successor in interest to Continental;
 and


 


WHEREAS,
neither of
the transactions
contemplated by the
Sale and Purchase
Agreement took
place, in that
no Ce! Art was
delivered to the
Company and no
Preferred Stock
in the
Company was issued
or delivered to
Continental; and


 


WHEREAS,
Connied or
Continental hold
a note
from the
Company which
purports to have
a cash value
of $85,000
(the "Note"), and received 2.5 million shares of restricted stock of the Company;
 and


 


WHEREAS,
the Parties wish to terminate the Sale and
Purchase agreement, release any claims either may for
performance of the
Agreement, resolve fully
and finally any
and all issues
or claims pertaining
to the
Sale and Purchase
Agreement, cancel the
Note and
effect a disclaimer
by Connied
and Continental
of any right,
title or
interest in 2.5
million shares of
restricted stock of the
Company, all in accordance with this  Agreement,


 



    	 



    	 



    

 


NOW,
THEREFORE, the
Parties hereby agree
as follows:


 


 TERMS AND
CONDITIONS


 


1.        The
Sale and
Purchase Agreement
entered into
on March
3 1,
201 1
between
the Company
and Continental
is hereby terminated and shall have
no further force or
effect.


 


2.        Connied
and Continental
hereby disclaim any
right, title
or interest in
2.5 million shares
of restricted stock
of the Company, and
affirmatively represent that
they are not
holders of said
2.5 million shares
of restricted stock
of the
Company or of
any claims in respect of such stock.


 


3.        The Parties
agree that the
Note is
hereby cancelled in
consideration for releases
contained herein
and Connied
or Continental shall tender to the
Note to the Company, as satisfied (without any monetary payment by the
Company).


 


4.        The
Parties agree that, as of the date of this
Agreement, each Party releases any and all claims it may have or
have had,
respectively, for or
in connection
with the
delivery of Cel
Art to the
Company, for or
in connection
with the
issuance or delivery
of Preferred
Stock of the
Company to Connied
or Continental,
for or in
connection with
the Note,
and for or
in connection with 2.5 million
shares of restricted stock of the Company that was issued to Connied
or Continental.


 


COMPANY GENERAL
RELEASES


 


5.        In consideration
for the
promises and releases
of Connied
and Continental
in this
Agreement and other
valuable consideration, and
effective upon
the execution
of this
Agreement, the
Company unconditionally,
irrevocably and absolutely
releases and forever
discharges Connied
and Continental,
together with
their present
and former parents,
subsidiaries and related entities,
as well as any officers, directors, shareholders,
employees, agents, attorneys, successors and assigns, 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


 


6.        In consideration for the
promises and releases of Connied and Continental
in this agreement, 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
released matters.


 


OTHER PARTIES'
GENERAL RELEASES


 


7.        In consideration for the
promises and releases of the Company in this
Agreement and other valuable
consideration, and effective
upon the
execution of
this Agreement,
Connied and
Continental 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
of the Company, 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 Connied
or Continental 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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Connied
and Continental 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


 


8.        In consideration for the
Company's Agreements herein, and other good
and valuable consideration, and effective
upon the
execution of
this Agreement, Connied
and Continental
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
release matters contained herein.


 


9.        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


 


10.     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.


 






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SEVERABILITY


 


11.      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


 


12.      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


 


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


 



MODIFICATIONS


 


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


 


BINDING ON SUCCESSORS


 


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


 


NO
ASSIGNMENT


 


16.      The Parties
warrant and represent
that they have
not assigned
or transferred to
any person not
a party lo
this Agreement any
released matter or
any right to
any payment or
other consideration
provided pursuant to
this Agreement
(except that 2.5
million shares of
stock of the
Company once
held by Connied
or Continental
have been
transferred to one
Michael Vandetty).


 



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COUNTERPARTS


 


17.      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.


 


SURVIVAL


 


18.      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.


 





	Continental Investments 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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