SECURITY AGREEMENTSecurity Agreement • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS SECURITY AGREEMENT, dated as of September 1st, 2006 (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 promissory notes (collectively, the “Notes”) issued pursuant to that certain Subscription Agreement dated September 1, 2006 and executed on subsequent dates by additional Secured Parties (the “Subscription Agreement”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September ____, 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”).
COMMON STOCK PURCHASE WARRANT To Purchase 4,800,000 Shares of Common Stock of OXFORD MEDIA, INC.Common Stock Purchase Warrant • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, PALISADES MASTER FUND, LP (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 4,800,000 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).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
This SUBSIDIARY GUARANTEE, dated as of September 1st, 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.
LIMITED STANDSTILL AGREEMENTLimited Standstill Agreement • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
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”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 8th, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • Delaware
IN WITNESS WHEREOF, this STOCK PURCHASE AGREEMENT has been duly executed by the Parties and shall be effective as of and on the Execution 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.
