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”).
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”).
SUBSCRIPTION AGREEMENTSubscription 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”).
SECURITY AGREEMENTSecurity Agreement • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
SECURED NOTESecured Note • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • New York
This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower, the Holder and certain other holders (the “Other Holders”) of promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”). Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:
Options Media Group Holdings, Inc. Boca Raton, FL 33432Subordination Agreement • May 15th, 2009 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
Reference is made to that certain security agreement (the “Security Agreement”) entered into as of January 13, 2009 by and among 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. 401K (“GRQ”), Michael Brauser (“Brauser”) and Barry Honig (“Honig”). GRQ, Brauser and Honig are collectively called the “Subordinated Creditors”. The Company, OAS and ITL are collectively called the “Debtors”. The Security Agreement, together with any other documents executed in connection therewith, are collectively called the “Subordinate Documents”.
