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”).
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”).
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”).
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:
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Florida
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of June 23, 2008, by Options Media Group Holdings, Inc., a Delaware corporation (“Assignor”), and Heavy Metal Holdings, Inc., a Delaware corporation and a wholly-owned subsidiary of Assignor (“Assignee”).
GUARANTYGuaranty • June 25th, 2008 • Heavy Metal, Inc. • Miscellaneous metal ores • New York
This GUARANTY (as amended, restated, supplemented, or otherwise modified and in effect from time to time, this “Guaranty”) is made as of this 23rd day of June, 2008 , by Options Acquisition Sub,, Inc., a Delaware corporation (“the “Guarantor”) in favor of CUSTOMER ACQUISITION NETWORK HOLDINGS, INC., a Delaware corporation.(the “Secured Party”).
