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”).
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.
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”).
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”).
SETTLEMENT AND RELEASE AGREEMENTSettlement 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.
Contract12% Senior Secured Debenture • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
SETTLEMENT AND AMENDMENT AGREEMENTSettlement and Amendment Agreement • July 20th, 2007 • Oxford Media, Inc. • Telephone communications (no radiotelephone) • New York
