AGREEMENT AND PLAN OF MERGER by and among BECOMING ART, INC., 20/20 ACQUISITION, INC.Agreement and Plan of Merger • April 19th, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July __, 2007, between Oxford Media, Inc, a Nevada corporation (the “Company”) and each of the several holders of the Company’s securities signatory hereto (each holder, a “Holder” and, collectively, the “Holders”).
Exhibit 10.1 BECOMING ART INC. LICENSE AGREEMENT Memorandum of Agreement made and entered into this 7th day of December, 2003, by and between; BECOMING ART INC. a Nevada Corporation in the business of reselling original art and original art images...License Agreement • January 6th, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Nevada
Exhibit 10.4 BECOMING ART INC. LICENSE AGREEMENT Memorandum of Agreement made and entered into this 4th day of November 2004, by and between; BECOMING ART INC. a Nevada Corporation in the business of reselling original art and original art images...License Agreement • January 6th, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Nevada
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 4th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August __, 2006, by and among Oxford Media, Inc., a Nevada corporation (the “Company”), and PALISADES MASTER FUND LP ( including its successors and assigns, the “Purchaser”).
SECURITY AGREEMENTSecurity Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT, dated as of July __, 2007 (this “Agreement”), is among Oxford Media, Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Debentures due July __, 2011 and issued on July __, 2007 in the original aggregate principal amount of $4,210,526.32 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
SUBSIDIARY GUARANTEE, dated as of July __, 2007 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Oxford Media, Inc., a Nevada corporation (the “Company”) and the Purchasers.
PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (for completion by non-United States residents) BECOMING ART INC. The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital...Becoming Art Inc • September 10th, 2004 • Retail-miscellaneous retail • Nevada
ContractOxford Media, Inc. • June 2nd, 2006 • Telephone communications (no radiotelephone) • New York
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO OXFORD MEDIA, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of November ____, 2006, by and among Oxford Media, Inc., a Nevada corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and if more than one, collectively “Subscribers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 29th, 2005 • Oxford Media, Inc. • Retail-miscellaneous retail • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2005, by and among Oxford Media, Inc., a Nevada corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July __, 2007 between Oxford Media, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • August 10th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • August 10th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
COLLATERAL AGENT AGREEMENT (this “Agreement”) dated as of May ____, 2006, among Palisades Master Fund, LP (the “Collateral Agent”), and the parties identified on Schedule A hereto (each, individually, a “Lender” and collectively, the “Lenders”), who hold or will acquire promissory Notes issued or to be issued by Oxford Media, Inc. (“Parent”), a Nevada corporation, at or about the date of this Agreement as described in the Security Agreement referred to in Section 1(a) below (collectively herein the “Notes”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August __, 2006, by and among Oxford Media, Inc., a Nevada corporation (the “Company”), and PALISADES MASTER FUND LP (the “Purchaser”).
BECOMING ART INC. LICENSE AGREEMENT Memorandum of Agreement made and entered into this _____ day of ________, 2003, by and between; BECOMING ART INC. a Nevada Corporation in the business of reselling original art and original art images directly...License Agreement • September 10th, 2004 • Becoming Art Inc • Retail-miscellaneous retail • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 23, 2005, by and among Oxford Media, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser, a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.5 Wholesale Distribution Agreement This agreement ("Agreement") is entered into: BETWEEN: Becoming Art Inc. of 867 West 8th Avenue, Vancouver, British Columbia, V5Z 1 E3, represented by Mike Hanson (Herein called the Wholesaler) AND: Made...Wholesale Distribution Agreement • January 6th, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Quebec
BRIDGE LOAN AGREEMENTBridge Loan Agreement • February 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS BRIDGE LOAN AGREEMENT, dated as of February 17, 2006, is entered into by and between OXFORD MEDIA, INC., a Nevada corporation (the “Company”), and each individual or entity named on a signature page hereto (as used herein, each such signatory is referred to as the “Lender”, and collectively as the “Lenders”) (each agreement with a Lender being deemed a separate and independent agreement between the Company and such Lender, except that each Lender acknowledges and consents to the rights granted to each other Lender [each, an “Other Lender”] under such agreement and the Transaction Agreements, as defined below, referred to therein).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 17th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • California
EXECUTIVE EMPLOYMENT AGREEMENT OXFORD MEDIA, INC., a Nevada corporation, as “Employer” and J. RICHARD SHAFER, as “Executive”Employment Agreement • April 17th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • California
IN WITNESS WHEREOF, this EXECUTIVE EMPLOYMENT AGREEMENT has been duly executed by the Parties in Orange County, California, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
DALE MATHESON Partnership of: Robert J Burkart, Inc. James F Carr-Hilton, Ltd. CARR-HILTON LABONTE Alvin F Dale, Ltd. Peter J Donaldson, Inc. R.J. LaBonte, Ltd. ------------------- Robert J Matheson, Inc. Fraser G Ross, Ltd. [CHARTERED ACCOUNTANTS...Becoming Art Inc • November 24th, 2004 • Retail-miscellaneous retail
COMMON STOCK PURCHASE WARRANT To Purchase 2,000,000 Shares of Common Stock of OXFORD MEDIA, INC.Common Stock Purchase Warrant • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midsummer Investment, Ltd. (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Oxford Media, Inc., a Nevada corporation (the “Company”), up to 2,000,000 shares (the “Warrant Shares”) of common stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AGREEMENT AND PLAN OF MERGER BECOMING ART INC. and OXFORD MEDIA ACQUISITION CORP. and OXFORD MEDIA CORP.Agreement and Plan of Merger • July 8th, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Delaware
IN WITNESS WHEREOF, this Agreement has been executed by the Parties, and shall be effective as of and on the last date set forth below.
SUBSIDIARY GUARANTEESubsidiary Guarantee • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This SUBSIDIARY GUARANTEE, dated as of November __, 2006 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, (the “Guarantors”), in favor of the persons signatory (the “Subscribers”) to that certain Subscription Agreement, dated as of the date hereof between Oxford Media, Inc., a Nevada corporation (the “Company”) and the Subscribers.
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This Securities Exchange Agreement (this “Agreement”) is dated as of July ___, 2007, among Oxford Media, Inc., a Nevada corporation (the “Company”) and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of August 4, 2006, by and among Oxford Media, Inc. (formerly known as Becoming Art Inc.), a Nevada corporation (the “Company”), and Palisades Master Fund, LP (the Subscriber”Subscriber”).
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • California
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date set forth in Section 1, above.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 14th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • California
IN WITNESS WHEREOF, this ASSET PURCHASE AGREEMENT has been duly executed by the Parties in Orange County, State of California, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
AGREEMENTAgreement • April 17th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • Tennessee
THIS AGREEMENT (the "Agreement") is entered into effective as of the 30"' day of March, 2005 (the "Effective Date") by and between OXFORD MEDIA, INC., a Nevada corporation _______ ______________ , a _______________ ("OXMI"); and, J. RICHARD SHAFER, an individual residing in the State of California ("Shafer). OXMI and Shafer are sometimes referred to collectively herein as the "Parties", and each individually as a “Party”.
EXCHANGE AGREEMENTExchange Agreement • July 5th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is entered into effective as of the 30th day of June, 2006 (the “Effective Date”), by and between PALISADES MASTER FUND LP (the “Purchaser”); and, OXFORD MEDIA, INC., a Nevada corporation (the “Company”).
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • May 23rd, 2005 • Becoming Art Inc • Retail-miscellaneous retail • Nevada
THIS TERMINATION AGREEMENT AND RELEASE (the “Agreement”) is made and entered into as of May 18, 2005, by and among BECOMING ART, INC., a Nevada corporation (“Parent”), 20/20 ACQUISITION, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition Corp.”), and 20/20 TECHNOLOGIES, INC., a Delaware corporation (the “Company”) (collectively referred to as “Released Parties”). The Released Parties and their officers, directors, attorneys, agents and affiliates are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
SETTLEMENT AND RELEASE AGREEMENTSettlement and Release Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • California
IN WITNESS WHEREOF, this Agreement has been duly executed by the Parties, and shall be effective as of and on the Effective Date set forth in Article I, above.
MEMORANDUM AGREEMENTMemorandum Agreement • June 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • Nevada
THIS MEMORANDUM AGREEMENT ("Agreement"), dated this 2nd day of June, 2006, is by and among Oxford Media, Inc., a Nevada corporation ("Oxford"), SVI Systems, Inc., an Illinois corporation ("SVI") and the owner of all the outstanding equity of SVI Hotel Corporation; an Illinois corporation ("SVI Hotel").
ESCROW AGREEMENTEscrow Agreement • March 14th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • Delaware
IN WITNESS WHEREOF, this ESCROW AGREEMENT has been duly executed by the Parties in Orange County, California, and shall be effective as of and on the Effective Date set forth in Article I of this Agreement. Each of the undersigned Parties hereby represents and warrants that it (i) has the requisite power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder; and, (ii) it is duly authorized and empowered to execute and deliver this Agreement.
