AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG OPTIONS MEDIA GROUP HOLDINGS, INC. OPTIONS ACQUISITION CORP. OPTIONS ACQUISITION SUB, INC. and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC. Dated as of June 23, 2008Agreement of Merger and Plan of Reorganization • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on June 23, 2008, by and among OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation (“Parent”), OPTIONS ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, OPTIONS ACQUISITION SUB, INC., a Delaware corporation (the “Company”) and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation and the sole stockholder of the Company (“CAN”).
SECURITY AGREEMENTSecurity Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • New York
THIS SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of June 23, 2008 among OPTIONS MEDIA GROUP HOLDINGS, INC., a Delaware corporation (the “Company”), OPTIONS ACQUISITION SUB, INC. (“Options”, together with Company, and each other Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, is hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), and CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation (together with its successors and assigns, the “Secured Party”).
Date: May 10, 2011 WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK OF OPTIONS MEDIA GROUP HOLDINGS, INC.Options Media Group Holdings, Inc. • August 22nd, 2011 • Services-direct mail advertising services • Florida
THIS IS TO CERTIFY that, for value received, _____________ (the “Holder”), is entitled to purchase, subject to the terms and conditions hereinafter set forth, __________ shares of Options Media Group Holdings, Inc., a Nevada corporation (the “Company”) common stock, $0.001 par value per share (the “Common Stock”) and to receive certificates for the Common Stock so purchased. The exercise price of this Warrant is $0.01 per share, subject to adjustment as provided below (the “Exercise Price”).
OPTIONS MEDIA GROUP HOLDINGS, INC. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Delaware
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to the Options Media Group Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of June 20, 2008, is made by and between Options Media Group Holdings, Inc., a Nevada corporation (“Seller”), and David Harapiak (“Buyer”).
OPTIONS MEDIA GROUP HOLDINGS, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Delaware
This INCENTIVE STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the __ day of ___________, 20__ (the “Grant Date”), is between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and _______ (the “Optionee”), a key employee of the Company or of a Subsidiary of the Company (a “Related Corporation”), pursuant to the Options Media Group Holdings, Inc. 2008 Equity Incentive Plan (the “Plan”).
NON-QUALIFIED STOCK OPTION AGREEMENT NON-PLANNon-Qualified Stock Option Agreement • July 27th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Nevada
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 11, 2009 (the “Grant Date”) between Options Media Group Holdings, Inc. (the “Company”) and Hakan Koyuncu (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into effective as of this 6th day of October, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Dale Harrod (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of August 30, 2011, between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”) and Jeffrey A. Yesner (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Delaware
THIS EMPLOYMENT AGREEMENT is made and entered into as of this 23rd day of June, 2008, by and between OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation with offices at 240 Old Federal Highway, Suite 100 Hallandale, Florida 33009 (the “Corporation”), and Scott Frohman, an individual residing at 347 N. New River Drive East, Apt. 3001, Fort Lauderdale, FL 33301 (the “Executive”), under the following circumstances:
OPTIONS MEDIA GROUP HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT NON- PLANNon-Qualified Stock Option Agreement • March 31st, 2010 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
THIS STOCK OPTION AGREEMENT (the “Agreement”) entered into as of December 11, 2009 between Options Media Group Holdings, Inc. (the “Company”) and Scott Frohman (the “Optionee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2008 • Options Media Group Holdings, Inc. • Services-advertising • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) entered into as of this 19th day of September, 2008, between Options Media Group Holdings, Inc. (the “Company”) and Anthony Bumbaca (the “Executive”).
RESTRICTED STOCK AGREEMENT NON-PLANRestricted Stock Agreement • July 27th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Nevada
This Restricted Stock Agreement (this “Agreement”), entered into as of June 29, 2011, sets forth the terms and conditions of an award (this “Award”) of restricted stock granted by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Keith St. Clair (the “Recipient”).
SECURITY AGREEMENTSecurity Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
THIS SECURITY AGREEMENT (this “Agreement”), is entered into and made as of February 25, 2011, by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”) to RVH Inc. (together with its permitted successors and assigns, the “Secured Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • New York
OPTIONS MEDIA GROUP HOLDINGS, INC. FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Nevada
This Director and Officer Indemnification Agreement, dated as of June __, 2008 (this “Agreement”), is made by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and _____________ (the “Indemnitee”).
NOTE MODIFICATION AGREEMENTNote Modification Agreement • October 6th, 2008 • Options Media Group Holdings, Inc. • Services-advertising
THIS NOTE MODIFICATION AGREEMENT (the “Note Modification Agreement”) is made as of August 14, 2008, by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and GRQ Consultants, Inc. 401K (the “Holder”).
ContractNon-Qualified Stock Option Agreement • November 14th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Nevada
Options Media Group Holdings, Inc.Options Media Group Holdings, Inc. • August 22nd, 2011 • Services-direct mail advertising services
This letter (“Amendment”) acknowledges that there was a scrivener’s error in your employment agreement dated June 26, 2011 (the “Agreement”) in which the shares comprising a portion of the signing bonus failed to reflect the obligation of the Executive to purchase such shares at a price of $0.01 per share. In order to fix this error, Options Media Group Holdings, Inc. has agreed to modify Section 4(b)(ii) of the Agreement to reflect the following:
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR...Options Media Group Holdings, Inc. • December 8th, 2011 • Services-direct mail advertising services • Florida
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].
OPTIONS MEDIA GROUP HOLDINGS, INC.Options Media Group Holdings, Inc. • May 17th, 2011 • Services-direct mail advertising services
This letter (this “Amendment”) sets forth our understanding regarding the amendments to that certain letter agreement dated August 11, 2010 (the “Letter Agreement”) by and between you and Options Media Group Holdings, Inc., a Nevada corporation (“OPMG”). The parties intend to amend the vesting schedule for the Series E Preferred Stock of OPMG, as set forth in the Letter Agreement, to include all software licenses (not just anti-virus software) sold by or on behalf of PhoneGuard.
OPTIONS MEDIA GROUP HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2010 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
ASSIGNMENT AGREEMENTAssignment agreement • April 16th, 2012 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
THIS ASSIGNMENT AGREEMENT (the “Agreement”) is effective as of the 30th day of March 2012, by and among RVH Inc. (“Assignor”), Spanky, LLC (“Assignee”) and Options Media Group Holdings, Inc. (the “Company”).
Options Media Group Holdings, Inc.Options Media Group Holdings, Inc. • October 6th, 2008 • Services-advertising
This letter acknowledges that there was a scrivener’s error in your employment agreement dated June 23, 2008 (the “Agreement”) in which the number of options and shares of common stock were reversed. In order to fix this error, Options Media Group Holdings, Inc. has agreed to modify Section 4(e) of the Agreement to reflect the following:
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR...Options Media Group Holdings, Inc. • August 22nd, 2011 • Services-direct mail advertising services • Florida
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 14th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
This Asset Purchase Agreement (the “Agreement”) entered into on July __, 2011, by and among, PhoneGuard, Inc., a Florida corporation (the “Buyer”), Cellular Spyware, Inc., a Nevada corporation (the “Seller”) and Anthony Sasso (“Sasso”). The Buyer, the Seller and Sasso may sometimes be referred to herein individually as a “Party” or collectively as the “Parties.”
SECURED LOAN AGREEMENTSecured Loan Agreement • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
THIS SECURED LOAN AGREEMENT, dated as of March 13, 2009 (this “Agreement”), among Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a Delaware corporation, and Icon Term Life Inc., a Florida corporation, and 1 Touch Marketing, LLC, a Florida limited liability company (each a “Guarantor” and collectively the “Guarantors” and together with the Company, each a “Debtor” and collectively the “Debtors”), and GFT Holdings, Inc., a Delaware corporation, as the holder of the Company’s 7% Secured Note in the amount of $300,000 (the “Note”) who is a party signatory hereto, his endorsees, transferees and assigns (collectively, the “Holder”).
RESTRICTED STOCK AGREEMENT NON-PLANRestricted Stock Agreement • August 24th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Nevada
This Restricted Stock Agreement (this “Agreement”), entered into as of May 2, 2011, sets forth the terms and conditions of the restricted stock issued by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), to Anthony Sasso (the “Recipient”), a consultant of the Company.
SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Convertible Preferred Stock Purchase Agreement • August 22nd, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
This SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of June __, 2011 by and among Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), and each of the purchasers of shares of Series A Convertible Preferred Stock of the Company identified on the signature pages hereto (individually, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Florida
FIRST AMENDMENT TO SECURITY AGREEMENTSecurity Agreement • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
THIS FIRST AMENDMENT TO SECURITY AGREEMENT (the “First Amendment”) executed effective as of the 13 day of March, 2009 is made and entered into by and between Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), Options Acquisition Sub, Inc., a Delaware corporation (“OAS”), Icon Term Life Inc., a Florida corporation (“ITL”), GRQ Consultants, Inc. 401(K) (“GRQ”), Michael Brauser (“Brauser”) and Barry Honig (“Honig”).
STOCKHOLDERS AGREEMENTStockholders Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
This Stockholders Agreement (the “Agreement”) is made and entered into as of the 16th day of April, 2010 by and among Options Media Group Holdings, Inc., a Nevada corporation (“Options”), Scott Frohman, (“Frohman”), and Anthony Sasso (“Sasso”) (Frohman and Sasso may sometimes be referred to herein individually as a “Stockholder” or collectively a the “Stockholders”).
ContractOptions Media Group Holdings, Inc. • August 22nd, 2011 • Services-direct mail advertising services • Florida
CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER A CONFIDENTIAL TREATMENT REQUEST. THE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH FOUR ASTERISKS [****].
SUBSCRIPTION AGREEMENTSubscription Agreement • August 22nd, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Nevada
SUBSCRIPTION AGREEMENTSecurity Agreement • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January 13, 2009, by and among Options Media Group Holdings, Inc. (formerly Heavy Metal, Inc.), a Nevada corporation (the “Company”), and the subscribers identified on the signature pages hereto (each a “Subscriber” and collectively “Subscribers”).
