AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of November __, 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 those certain Subscription Agreements dated September 1, 2006 and November __, 2006 (collectively, the “Subscription Agreements”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
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”).
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).
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.
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.
AGREEMENTTo Agreement • November 22nd, 2006 • Oxford Media, Inc. • Telephone communications (no radiotelephone)
This Amendment to Agreement, as amended, is hereby accepted by the undersigned. Its validity, construction, and all rights hereunder shall be governed by the laws of the State of New York.
