Exhibit
4.3
SECURED
NOTE
Principal
Amount:$____________
Issue Date: January
13, 2009
FOR VALUE RECEIVED,
OPTIONS MEDIA GROUP HOLDINGS, INC., a Nevada corporation
(hereinafter called “Borrower”), hereby promises to pay
to ___________________________,
____________________________________________________________ (the
“Holder”), without demand, the sum of
________________________________________ Dollars ($__________)
(“Principal Amount”), with unpaid interest thereon, on
July ___, 2009 (the “Maturity Date”), if not paid
sooner.
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:
ARTICLE
I
GENERAL
PROVISIONS
1.1
Interest
Rate .
Interest payable on this Note shall accrue at the
compounded annual rate of six percent (6%). Accrued interest
will be payable on the Maturity Date, accelerated or otherwise,
when the principal and remaining accrued but unpaid interest shall
be due and payable.
1.2
Default Interest
Rate .
The Borrower shall not have any grace period to pay any
monetary amounts due under this Note. After the Maturity
Date, accelerated or otherwise, and during the pendency of an Event
of Default (as defined in Article III) a default interest rate of
fifteen percent (15%) per annum shall apply to the amounts owed
hereunder.
ARTICLE
II
PREPAYMENT AND
EXTENSION
2.1.
Prepayment . This Note may be paid
prior to the Maturity Date, without penalty, upon three days
written notice to Holder. Interest shall accrue through the
actual payment date.
2.2.
Extension of Maturity
Date .
Provided that an Event of Default, nor an event which
with the passage of time or the giving of notice could become an
Event of Default has not occurred, the Borrower may, on one
occasion, extend the Maturity Date of the Note up to thirty (30)
days provided not less than ten (10) business days prior to the
unextended Maturity Date, the Borrower notifies Holder of the
extension and delivers to Holder, in good funds, two percent (2%)
of the then outstanding Principal balance.
2.3.
Mandatory
Repayment .
The entire Principal Interest and all other sums due under
and in connection with this Note and the Transaction Documents
shall be immediately due and payable out of the net proceeds from
the sale and issuance by the Borrower and/or a Subsidiary of
Borrower of Debt and/or Equity in a single or series of offerings
of such debt and/or equity.
5/14/2009, 9:38
PM
ARTICLE
III
EVENT OF
DEFAULT
The occurrence of any
of the following events of default (“Event of Default”)
shall, at the option of the Holder hereof, make all sums of
principal and accrued interest then remaining unpaid hereon and all
other amounts payable hereunder immediately due and payable, upon
demand, without presentment or grace period, all of which hereby
are expressly waived, except as set forth below:
3.1
Failure to Pay
Principal or Interest . The Borrower fails to pay
any principal, interest or other sum due under this Note when
due.
3.2
Breach of
Covenant .
The Borrower breaches any material covenant or other material
term or condition of the Subscription Agreement or this Note in any
material respect and such breach, if subject to cure, continues for
a period of ten (10) business days after written notice to the
Borrower from the Holder.
3.3
Breach of
Representations and Warranties . Any material representation
or warranty of the Borrower made herein, in any Transaction
Document, or in any agreement, statement or certificate given in
writing pursuant hereto or in connection herewith or therewith
shall be false or misleading in any material respect as of the date
made and as of the Closing Date.
3.4
Liquidation . Any dissolution,
liquidation or winding up of Borrower or any substantial portion of
its business.
3.5
Cessation of
Operations .
Any cessation of operations by Borrower or Borrower
admits it is otherwise generally unable to pay its debts as such
debts become due.
3.6
Maintenance of
Assets .
The failure by Borrower to maintain any material
intellectual property rights, personal, real property or other
assets which are necessary to conduct its business (whether now or
in the future).
3.7
Receiver or
Trustee .
The Borrower shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or
business; or such a receiver or trustee shall otherwise be
appointed.
3.8
Judgments
. Any money
judgment, writ or similar final process shall be entered or filed
against Borrower or any subsidiary of Borrower or any of their
property or other assets for more than $
100,000 , which is not vacated within ten
(10) days from the date of entry or filing.
3.9
Bankruptcy . Bankruptcy, insolvency,
reorganization or liquidation proceedings or other proceedings or
relief under any bankruptcy law or any law for the relief of
debtors shall be instituted by the Borrower or any such proceeding
shall be instituted against the Borrower, which is not dismissed
within thirty (30) days from the initial date of such
proceeding.
3.10
Delisting
. Failure of
the Borrower’s Common Stock to be listed for trading or
quotation on a Principal Market for ten (10) or more consecutive
days.
3.11
Non-Payment . A default by the
Borrower under any one or more obligations in an aggregate monetary
amount in excess of $100,000 after the due date and any applicable
cure period.
2
3.12
Stop
Trade .
An SEC or judicial stop trade order or Principal Market
trading suspension with respect to the Borrower’s Common
Stock that lasts for ten (10) or more consecutive trading
days.
3.13
Reservation
Default .
The failure by the Borrower to have reserved for
issuance upon exercise of the Warrant the number of shares of
Common Stock as required in the Subscription Agreement and such
default continues for ten (10) business days after written notice
to the Borrower or after the Borrower has actual knowledge of such
deficiency, whichever is sooner.
3.14
Cross
Default .
A default by the Borrower of a material term,
