LIMITED STANDSTILL AGREEMENT
THIS
LIMITED STANDSTILL AGREEMENT
(the
“Agreement”) is made as of the 1st
day of
September, 2006, by the signatories hereto (each a “Holder”), in connection with
his ownership of shares of common stock of OXFORD MEDIA, INC., a Nevada
corporation (the “Company”).
NOW,
THEREFORE, for good and valuable consideration, the sufficiency and receipt
of
which consideration are hereby acknowledged, Holder agrees as
follows:
1. Background.
a. Holder
is
the beneficial owner of the amount of shares of the Common Stock, $.001 par
value, of the Company (“Common Stock”) designated on the signature page
hereto.
x. Xxxxxx
acknowledges that the Company has entered into or will enter into an agreement
with each subscriber (“Subscription Agreement”) to the Company’s notes and
warrants (the “Subscribers”), for the sale of an aggregate of up to $9,500,000
of principal amount of convertible promissory notes (“Notes”) and warrants to
the Subscribers (the “Offering”). Holder understands that, as a condition to
proceeding with the Offering, the Subscribers have required, and the Company
has
agreed to obtain, an agreement from the Holder to refrain from selling any
securities of the Company from the date of the Subscription Agreement and until
the sooner of (i) the Notes are no longer outstanding; or, (ii) the date the
Registration Statement (as defined in Section 13.1(iv) of the Subscription
Agreement) has been effective for use in the unrestricted public resale of
the
Common Stock for 365 days (the “Restriction Period”).
2. Share
Restriction.
a. Holder
hereby agrees that during the Restriction Period, the Holder will not sell
or
otherwise dispose of any shares of Common Stock or any options, warrants or
other rights to purchase shares of Common Stock or any other security of the
Company which Holder owns or has a right to acquire as of the date hereof and
the Initial Closing Date (as defined in the Subscription Agreement), other
than
in connection with an offer made to all shareholders of the Company or any
merger, consolidation or similar transaction involving the Company, or as
otherwise permitted below.
x. Xxxxxx
further agrees that the Company is authorized to and the Company agrees to
place
“stop orders” on its books to prevent any transfer of shares of Common Stock or
other securities of the Company held by Holder in violation of this
Agreement.
c. Any
subsequent issuance to and/or acquisition of shares or the right to acquire
shares by Holder will be subject to the provisions of this
Agreement.
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d. Notwithstanding
the foregoing restrictions on transfer, the Holder may, from time to time during
the Restriction Period, transfer the Common Stock (i) as bona fide gifts or
transfers by will or intestacy; (ii) to any trust for the direct or indirect
benefit of the undersigned or the immediate family of the Holder, provided
that
any such transfer shall not involve a disposition for value; (iii) to a
partnership which is the general partner of a partnership of which the Holder
is
a general partner, provided, that, in the case of any gift or transfer described
in clauses (i), (ii) or (iii), each donee or transferee agrees in writing prior
to the transfer, to be bound by the terms and conditions contained herein in
the
same manner as such terms and conditions apply to the undersigned;(iv) in an
amount not to exceed in any calendar month 5% of the average trading volume
for
the immediately preceding calendar month, but in no
event
shall
(1) all Holders, in the aggregate, exceed this 5% limitation in any calendar
month, and (2) any single Holder transfer in any calendar year more than 10%
of
the shares beneficially owned by that Holder. For purposes hereof, “immediate
family” means any relationship by blood, marriage, or adoption, not more remote
than first cousin. Notwithstanding the foregoing, XXXXXXX XXXXXXX, upon five
(5)
days written notice, shall be entitled to a one-time transfer of no more than
forty percent (40%) of the shares beneficially owned by him for the sole purpose
of acquiring a principal residence.
3. Miscellaneous.
a. At
any
time, and from time to time, after the signing of this Agreement Holder will
execute such additional instruments and take such action as may be reasonably
requested by the Subscribers to carry out the intent and purposes of this
Agreement.
b. This
Agreement shall be governed, construed and enforced in accordance with the
laws
of the State of New York without regard to conflicts of laws principles that
would result in the application of the substantive laws of another jurisdiction,
except to the extent that the securities laws of the state in which Holder
resides and federal securities laws may apply. Any proceeding brought to enforce
this Agreement may be brought exclusively in courts sitting in New York County,
New York.
c. This
Agreement contains the entire agreement of the Holder with respect to the
subject matter hereof.
d. This
Agreement shall be binding upon Holder, its legal representatives, successors,
and assigns.
e. This
Agreement may be signed and delivered by facsimile or by E-Mail delivery of
a
“.pdf” format data file and such facsimile or E-Mail signed and delivered shall
be enforceable.
f. The
Company agrees not to take any action or allow any act to be taken which would
be inconsistent with this Agreement.
g. This
Agreement may be executed in any number of original, fax, or electronic
counterparts, and all counterparts shall be considered together as one
agreement.
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IN
WITNESS WHEREOF,
and
intending to be legally bound hereby, Holder has executed this Limited
Standstill Agreement as of the day and year first above written.
HOLDER:
|
COMPANY:
|
_____________________________
|
|
NAME:
______________________
|
BY:
______________________________
|
NAME:
___________________________
|
|
TITLE:
____________________________
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Number
of
Shares of Common Stock Actually Owned: _________________
Number
of
Additional Shares of Common Stock Beneficially Owned: _________________
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