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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
This Asset Purchase Agreement (the “Agreement”) entered into on as of April 16, 2010, by and among, PG Acquisition Corp, Inc. a Florida corporation (the “Buyer”), Cellular Spyware, Inc., a Florida corporation (“CSI-FL”), Cellular Spyware Inc., a Nevada corporation, d/b/a Phone Guard Inc.(“CSI-NV”), Phone Guard, Inc., a Florida corporation (“PGI-FL”), and Phone Guard Inc., a Nevada corporation (“PGI-NV”) (CSI-FL, CSI-NV, PGI-FL and PGI-NV may sometimes be referred to herein collectively as 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.”
OPTIONS MEDIA GROUP HOLDINGS, INC.Letter Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • 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.
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”).
OPTIONS MEDIA GROUP HOLDINGS, INC. 123 NW 13th Street, Suite 300123 Boca Raton, FL 33432 Facsimile: (561) 892-2618 PG ACQUISITION CORP, INC. NW 13th Street, Suite 300 Boca Raton, FL 33432 Facsimile: (561) 892-2618Series C Preferred Stock Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
This letter (this “Agreement”) shall set forth our agreement with respect to the 1,750 shares (the “Original Shares”) of Series C Preferred Stock of Options Media Group Holdings, Inc., a Nevada corporation (“OPMG”), as represented by stock certificate No. 1 dated April 19, 2010 (the “Original Series C Stock Certificate”), issued to you pursuant to that certain employment agreement (the “Employment Agreement”) dated April 16, 2010 by and between you and PG Acquisition Corp, Inc., a Florida corporation (“Phoneguard”). You hereby acknowledge that no Original Shares have vested under the Employment Agreement.
FIRST AMENDMENT TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
This FIRST AMENDMENT TO STOCKHOLDERS AGREEMENT is made this 27th day of August, 2010 (this “Amendment”), by and among Options Media Group Holdings, Inc., a Nevada corporation (“Options”), Scott Frohman (“Frohman”), Anthony Sasso (“Sasso”) and Paul Taylor (“Taylor”).
DOCUMENT: CSI/PG/NETQIN-2010-9988 Cellular Spyware Inc.Master License Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
Options Media Group Holdings, Inc.Settlement Agreement and Release • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
This letter agreement confirms our agreement with respect to your Employment Agreement with Options Media Group Holdings, Inc. and/or any of its subsidiaries. We agree that effective last Friday, July 16, 2010, your role as an employee and Chief Technology Officer terminated. Notwithstanding anything contained in your Employment Agreement effective as of October 6, 2008, as amended by Amendment to Employment Agreement dated December 30, 2008, we agree that the Company’s sole obligation to you will be to pay you salary of $10,000 per month for a five month period expiring December 16, 2010, pay you $[5,000] on December 16, 2010 and reimburse you for your COBRA expenses through January 16, 2011. All payments will be subject to appropriate withholding and deductions as required by law. This severance shall be paid in installments in accordance with the Company’s payroll practices. In addition, the Company will grant you 200,000 five-year non-qualified options exercisable at the closing pr
OPTIONS MEDIA GROUP HOLDINGS, INC.Stock Option Cancellation Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
This letter (this “Agreement”) shall set forth our agreement with respect to the cancellation of the 70,000,000 stock options granted to you on April 20, 2010 by Options Media Group Holdings, Inc., a Nevada corporation (the “Company”), in exchange for the Company issuing you 675 shares of Series C Preferred Stock of the Company, which shall be restricted and shall be subject to the following vesting schedule:
LICENSE AGREEMENTLicense Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services
PHONEGUARD, INC. CELLULAR SPYWARE, INC. By: /s/ Scott Frohman 8-27-10 By: /s/ Anthony Sasso 8-27-10 Name: Scott Frohman Name: Anthony Sasso Title: Chief Executive Officer Title: President
DATABASE PURCHASE AGREEMENT BY AND AMONG MEDIA DIRECT, INC., OPTIONS ACQUISITION SUB, INC. AND DATED AS OF FEBRUARY 4, 2011Database Purchase Agreement • May 17th, 2011 • Options Media Group Holdings, Inc. • Services-direct mail advertising services • Florida
This DATABASE PURCHASE AGREEMENT (“Agreement”), is entered into on this 4th day of February, 2011 by and among Options Acquisition Sub, Inc., a Delaware corporation and 1 Touch Marketing, LLC, a Florida limited liability company (collectively, the "Seller"), and Media Direct, Inc., a Florida corporation ("Buyer").
