On January 25, 2012 Options Media Group Holdings, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Illume Software, Inc., a Delaware corporation ("Illume") and I Acq Corp., a newly formed Delaware corporation which is a wholly owned subsidiary of the Company ("Merger Sub"), for the acquisition of Illume by the Company. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into Illume and Illume will become a wholly owned subsidiary of the Company (the "Merger") and the former securityholders of Illume will receive in exchange for their security holdings in a combination of Illume Series I Preferred Stock (which shall be automatically convertible into shares of the Company's Common Stock upon the filing of Articles of Amendment to the Articles of Incorporation of the Company increasing the number of authorized Common Stock of the Company); Warrants to Purchase shares of the Company's Common Stock, and Stock Rights to acquire additional shares of the Company's Common Stock without the payment of any additional consideration upon the issuance by the Company of Common Stock upon the exercise, exchange or conversion of currently outstanding derivative securities.

The Company and Illume have made various representations and warranties and agreed to specified covenants in the Merger Agreement, including covenants relating to their conduct of business between the date of the Merger Agreement and the closing of the Merger. The Merger Agreement contains certain termination rights of Illume and the Company, including the right of either party to terminate if the Merger shall not have been consummated by February 12, 2012.

The Company's Board of Directors has approved the Merger Agreement.

The consummation of the Merger is subject to customary closing conditions.