AGREEMENT
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AGREEMENT
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THIS
AGREEMENT (the
“Agreement”) is entered into effective as of the _____ day of _______, 2006 (the
“Effective Date”) by and between OXFORD MEDIA, INC., a Nevada corporation
(“Oxford”); PALISADES MASTER FUND, LP (“Palisades”); and, LONGVIEW FUND, L.P.
(“Longview”). Oxford, Palisades, and Longview are sometimes referred to
collectively herein as the “Parties”, and each individually as a “Party”.
Palisades and Longview are sometimes collectively referred to herein as the
“Lenders”.
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1.
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RECITALS:
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WHEREAS,
the
Parties have previously entered into a Subscription Agreement dated 01 September
2006 (the “Subscription Agreement”). All
defined terms used herein but not otherwise defined herein shall have the
same
meanings ascribed to them as in the Subscription Agreement.
WHEREAS,
the
Parties have performed, and
have
agreed to perform in the future, certain undertakings and transactions under
the
Subscription Agreement and the Transaction Documents (the “Transaction
Obligations”).
WHEREAS,
the
Parties desire to amend the Subscription Agreement, Transaction Documents,
and
Transaction Obligations to the extent expressly provided herein.
WHEREAS,
Oxford
hereby warrants that upon execution by the Parties such execution shall satisfy
the requirements of Section 15(h) of the Subscription Agreement.
WHEREAS,
the
Parties recognize that upon execution this Agreement will represent a legally
enforceable contract by and between the Parties.
NOW,
THEREFORE,
in
consideration of the promises and the mutual covenants contained herein,
and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the Parties, intending to be legally bound, hereby agree
as
follows:
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2.
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PROPOSED
ADDITIONAL FINANCING:
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2.1 The
Lenders hereby agree to permit The Midsummer Group of Funds (“Midsummer”) to
invest a maximum of Two Million Dollars ($2,000,000) in Oxford on the same
terms
and conditions as provided under the Subscription Agreement and the Transaction
Documents, as further amended hereunder, so long as such proposed investment
closes no later than 10 November 2006.
2.2 The
Lenders hereby waive any and all rights either may possess under Section
14(a)
of the Subscription Agreement to participate in the proposed investment by
Midsummer, as described above (the “Midsummer Investment”).
2.3 Oxford
shall provide notice of the Midsummer Investment to all other Subscribers
pursuant to Section 14(a) of the Subscription Agreement.
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3. REVISED
TERMS OF NOTES:
In
the
event the Midsummer Investment closes no later than 10 November 2006, and
only
upon such an event, the Lenders hereby agree to the following changes and
amendments to the Notes executed in connection with and pursuant to the
Subscription Agreement:
3.1 Section
1.2 of the Notes is hereby amended in its entirety to read as follows:
Simple
interest payable on this Note shall accrue at the annual rate of ten percent
(10%) up to and until the Effective Date of this Agreement. Upon and after
the
Effective Date of this Agreement, simple interest payable on this Note shall
accrue at the annual rate of twelve percent (12%).
3.2 Section
1.3 of the Notes is hereby amended in its entirety to read as follows:
Interest
will be payable on each of the three month anniversaries of the Issue Date
immediately succeeding the Issue Date. Borrower shall also pay to Holder
a
principal reduction payment in cash in the amount of twelve and one-half
percent
(12.5%) of the then outstanding principal balance of this Note on 01 March
2008
and on each three (3) month anniversary thereafter up to and until 01 September
2009 (the “Maturity Date”), at which time the entire amount of the outstanding
principal balance and remaining accrued but unpaid interest shall be due
and
payable.
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4.
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REGISTRATION
RIGHTS:
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4.1 The
Lenders hereby agree that Midsummer shall be afforded the same registration
rights as all other investors under the Subscription Agreement and shall
be
included in the Registration Statement currently being prepared for filing
by
Oxford as required under the Subscription Agreement.
4.2 The
Filing Date for the Registration Statement, and for all purposes under the
Subscription Agreement, shall now be 01 December 2006.
4.3 The
Effective Date for the Registration Statement, and for all purposes under
the
Subscription Agreement, shall now be 15 April 2007.
4.4 Palisades
hereby agrees to waive all registration rights it may have in regard to the
Oxford Series B Convertible Preferred Stock held by Palisades (the “Series B”),
as well as all provisions for liquidated damages related to the registration
of
the Series B. Instead, Oxford shall now be required to file a registration
statement no later than thirty (30) days after the actual effective date
for the
Registration Statement, with the registration statement to be effective no
later
than ninety (90) days after the actual filing date of the registration
statement. Oxford shall register one hundred percent (100%) of that number
of
shares of Oxford common stock into which the Series B is then convertible,
and
no other shares in regard to the Series B.
4.5 Palisades
hereby agrees to limit its registration rights it may have in regard to the
Oxford Series A Convertible Preferred Stock held by Palisades (the “Series A”)
to the registration of one hundred percent (100%) of that number of shares
of
Oxford common stock into which the Series A is currently convertible, and
no
other shares in regard to the Series A, with said shares to be registered
in the
same registration statement as the Series B.
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4.6 The
Lenders hereby agree that by consenting to the new Filing Date and Effective
Date established hereunder that such changes to the Subscription Agreement
shall
mean that no liquidated damages will have accrued under the Subscription
Agreement as of the Effective Date of this Agreement, other than as provided
below.
4.7 As
payment for full and complete satisfaction of all amounts owed by Oxford
in
favor of Palisades on account of liquidated damages for the Series A and
Series
B held by Palisades, Oxford shall pay to Palisades Three Hundred Twenty Five
Thousand Dollars ($325,000). Payment shall be reflected in the form of an
equal
increase in the principal balance of the Secured Promissory Note dated 01
September 2006 issued by Oxford in favor of Palisades pursuant to the
Subscription Agreement. Said increase shall be effective immediately upon
the
closing of the Midsummer Investment.
4.8 The
fee
paid under Sections 4.7, above, shall be paid solely as consideration for
full
and complete payment of all liquidated damages owed to Palisades, and not
as
consideration for the consent to a waiver or modification of any provision
of
the Transaction Documents.
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5.
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CONVERSION
AT REDUCED CONVERSION PRICE:
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5.1 The
Parties hereby consent to the reduction of the conversion price to Fifty
Cents
($.50) per share for the convertible promissory notes issued by Oxford and
held
by the following individuals in the respective amounts (the “Notes”):
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XXXXX
X. XXXXXX
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$287,500
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R.
XXX
XXXXXXXXXXX AND XXXXX XXXXXXXXXXX FAMILY TRUST DATED NOVEMBER 27,
1990 $525,000
5.2 Palisades
hereby consents to the actual conversion of the Notes into common stock of
Oxford at the revised conversion price of Fifty Cents ($.50) per
share.
6. CERTAIN
OTHER AMENDMENTS:
The
Parties hereby agree to the following revised provisions:
6.1 The
last
sentence of Section 13.4 of the Subscription Agreement is hereby amended
to read
as follows:
Notwithstanding
any other provision contained herein, the
maximum aggregate liquidated damages payable to a Holder under this Agreement
shall be 24.9% of the aggregate Purchase Price paid by such Holder pursuant
to
this Agreement.
6.2 Sections
4.9 and 4.10 are hereby removed in their entirety from the Notes.
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7.
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ADDITIONAL
PROVISIONS:
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7.1 Except
as
specifically amended by this Agreement, each and every term, covenant, and
condition contained in the Subscription
Agreement and the Transaction Documents and provided for as a Transaction
Obligations shall
persist and remain in full force and effect, and each such term, covenant,
and
condition is incorporated herein by reference as though set forth in
full.
7.2 The
provisions of Sections 15(a), (b), (c), (d), and (e), inclusive, of the
Subscription Agreement are hereby incorporated herein by reference as if
set
forth in full. For purposes of this Agreement, (i) references to “the Company”
in those provisions shall mean Oxford; and, (ii) references to “Subscribers”
shall mean the Lenders.
7.3 The
Parties shall use and exercise their best efforts, taking all reasonable,
ordinary and necessary measures to ensure an orderly and smooth relationship
under this Agreement, and further agree to work together and negotiate in
good
faith to resolve any differences or problems which may arise in the
future.
8. EXECUTION:
This
Agreement may be executed in any number of counterparts,
all of which when taken together shall be considered one and the same agreement,
it being understood that all Parties
need not sign the same counterpart. In the event that any signature is delivered
by fax or by e-mail delivery of a “.pdf” format data file, such signature shall
create a valid and binding obligation of the Party
executing (or on whose behalf such signature is executed) with the same force
and effect as if such facsimile or “.pdf” signature page were an original
thereof.
Each of
the Parties
hereby expressly forever waives any and all rights to raise the use of a
fax
machine or E-Mail to deliver a signature, or the fact that any signature
or
agreement or instrument was transmitted or communicated through the use of
a fax
machine or E-Mail, as a defense to the formation of a contract.
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 above. 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.
EXECUTION
PAGE TO AGREEMENT
BETWEEN
OXFORD, PALISADES, AND LONGVIEW
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OXFORD:
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PALISADES:
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PALISADES
MASTER FUND, LP,
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BY:
_____________________________
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BY:
_____________________________
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NAME: __________________________
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NAME:
__________________________
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TITLE:
__________________________
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TITLE:
__________________________
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DATED:
__________________
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DATED:
__________________
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LONGVIEW
FUND, L.P.
BY:
_____________________________
NAME:
__________________________
TITLE:
__________________________
DATED:
__________________
*
* * * * * * * * *
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AMENDMENT
TO
AGREEMENT
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THIS
AMENDMENT TO AGREEMENT is
made
this ____ day of ____________, 2006, by and between OXFORD
MEDIA, INC., a Nevada corporation (“Oxford”); PALISADES MASTER FUND, LP
(“Palisades”); and, LONGVIEW FUND, L.P. (“Longview”),
in order
to modify that certain Agreement attached hereto as Exhibit “A” (the “Original
Agreement”).
I
AMENDMENT
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1.1
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Section
4.4 of the Original Agreement is hereby amended to read as
follows:
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4.4 Palisades
hereby agrees to amend the registration rights it is afforded in regard to
the
Oxford Series B Convertible Preferred Stock held by Palisades (the “Series B”)
as follows: (i) Oxford shall now be required to file a registration statement
no
later than thirty (30) days after the actual effective date for the Registration
Statement required to be filed on or before 01 December 2006 (the “Subsequent
Registration Statement”); (ii) the Subsequent Registration Statement shall be
declared effective no later than ninety (90) days after the actual filing
date
of the Subsequent Registration Statement; (iii) Oxford shall register in
the
Subsequent Registration Statement one hundred percent (100%) of that number
of
shares of Oxford common stock into which the Series B is then convertible,
and
no other shares in regard to the Series B other than a continuing obligation
to
register one hundred percent (100%) of that number of shares of Oxford common
stock into which the Series B is then convertible as amended or changed from
time-to-time; (iv) the
maximum aggregate liquidated damages payable in regard to the Series B shall
be
24.9% of the aggregate Purchase Price paid by Midsummer for the Series B;
and,
(v) subject to the terms hereunder, all liquidated damages that are accrued
and
unpaid prior to the date hereof shall be waived by Palisades if not for this
Agreement.
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1.2
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Section
4.5 of the Original Agreement is hereby amended to read as
follows:
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4.5 Palisades
hereby agrees to amend the registration rights it is afforded in regard to
the
Oxford Series A Convertible Preferred Stock held by Palisades (the “Series A”)
as follows: (i) the same filing and effectiveness requirements of the Subsequent
Registration Statement shall apply; (ii) Oxford shall register in the Subsequent
Registration Statement one hundred percent (100%) of that number of shares
of
Oxford common stock into which the Series A is then convertible, and no other
shares in regard to the Series A other than a continuing obligation to register
one hundred percent (100%) of that number of shares of Oxford common stock
into
which the Series A is then convertible as amended or changed from time-to-time;
(iii) the
maximum aggregate liquidated damages payable in regard to the Series A shall
be
24.9% of the aggregate Purchase Price paid by Palisades for the Series A;
and,
(iv) subject to the terms hereunder, all liquidated damages that are accrued
and
unpaid prior to the date hereof shall be waived by Palisades if not for this
Agreement.
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1.3
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The
Original Agreement is hereby amended by adding the following new
provision, to be identified as Section 4.9:
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Notwithstanding
any provision herein to the contrary, all registration obligations imposed
on
Oxford under the Original Agreement, as amended, shall be subject to and
conditioned on the position of the Commission in regard to the registration
of
Registrable Securities under Rule 415 of the 1933 Act, as amended from
time-to-time (the “415 Limitations”). As such, Oxford shall only be required to
register that amount of Registrable Securities as it is permitted under the
415
Limitations. If at any time Oxford can not register the entire amount of
Registrable Securities it is otherwise obligated to register due solely to the
415 Limitations, then (i) Oxford not be liable for any such registration
deficiency; (ii) Oxford shall register, on a “pro rata basis” (as described
below), the maximum number of all Registrable Securities permitted under
the 415
Limitations; and, (iii) Oxford shall be obligated to file successive
registration statements as frequently as permitted under the 415 Limitations
until all of Oxford’s registration obligations under the Original Agreement, as
amended, have been satisfied. Registration on a “pro rata basis” shall be based
upon the total number of Registrable Securities held by all Subscribers and
Holders.
1.4
The
Original Agreement is hereby amended by adding the following new provision,
to
be identified as Section 4.10:
The
minimum number of shares of common stock of Oxford which Oxford must register
in
the Registration Statement to be filed on or before 01 December 2006 is
1,275,032 shares, to be allocated as follows:
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Midsummer
Investment Ltd.
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427,531
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Palisades
Master Fund, LP
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413,157
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Longview
Fund, L.P.
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244,981
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Camofi
Master LDC
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86,075
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Crescent
International, Ltd.
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43,037
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Plus
Four Private Equities, L.P.
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43,037
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Xxxxx
X. Xxxxxx
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8,607
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Xxx
Xxxxx
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8,607
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1.5
The
Original Agreement is hereby amended by adding the following new provision,
to
be identified as Section 4.11:
The
terms
and conditions of this Agreement shall not constitute or represent, in any
manner or form, (i) a registration default by Oxford in respect of any
registration obligation of Oxford; or, (ii) a waiver of any cash-less exercise
rights in favor of the holder of any warrants issued by Oxford; or, (iii)
a
hindrance on any cash-less exercise rights held by any holder of warrants
issued
by Oxford.
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II
PRECEDENCE
AND INCORPORATION BY REFERENCE
Except
as
specifically amended by this Amendment to Agreement, each and every term,
covenant and condition contained in the Original Agreement referenced above
shall persist and remain in full force and effect, and each such term, covenant
and condition is incorporated herein by reference as though set forth in
full.
All capitalized and defined terms not otherwise defined herein shall have
the
same definition and meaning ascribed to them as in the Original Agreement.
III
ACCEPTANCE
AND EXECUTION
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.
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OXFORD:
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PALISADES:
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PALISADES
MASTER FUND, LP,
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BY:
_____________________________
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BY:
_____________________________
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NAME:
__________________________
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NAME:
__________________________
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TITLE:
__________________________
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TITLE:
__________________________
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DATED:
__________________
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DATED:
__________________
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LONGVIEW
FUND, L.P.
BY:
_____________________________
NAME:
__________________________
TITLE:
__________________________
DATED:
__________________
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