EXHIBIT 10.21
OXFORD VENTURES, INC.
PLACEMENT AGENT AGREEMENT
Dated as of: October 12, 2005
Newbridge Securities Corporation
1451 Cypress Creek Road, Suite 204
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
The
undersigned,
Oxford
Ventures, Inc., a Nevada corporation (the
"Company"), hereby agrees with Newbridge
Securities Corporation (the "Placement
Agent"), and Cornell Capital Partners, LP
(the "Investor") as follows:
1.
Offering.
The Company hereby
engages the Placement
Agent to act as
its exclusive placement agent in connection
with the Standby Equity Distribution
Agreement dated the date hereof between the Company and the Investor (the
"Standby Equity Distribution Agreement"), pursuant to which the Company
shall
issue and sell to the Investor, from time to time, and the Investor shall
purchase from the Company (the "Offering") up to Thirty Million Dollars
($30,000,000) (the "Commitment Amount") of
the Company's common stock, par value
$0.001 per share (the "Common Stock"),
at price per share
equal to the Purchase
Price, as that term is defined in the
Standby Equity Distribution Agreement. The
Placement Agent services shall consist of reviewing the terms of
the Standby
Equity Distribution Agreement and advising the Company with respect
to those
terms.
All
capitalized terms used
herein and not otherwise defined herein shall
have the same meaning ascribed to them as in the Standby
Equity Distribution
Agreement. The Investor will be granted
certain registration rights with respect
to the Common Stock as more fully set forth
in the Registration Rights Agreement
between the Company and the Investor dated the date hereof (the
"Registration
Rights Agreement"). The documents to be executed and
delivered in
connection
with the Offering, including, but not
limited, to the Company's latest Quarterly
Report on Form 10-QSB as filed with the
United States
Securities
and Exchange
Commission, this Agreement, the Standby Equity Distribution
Agreement, and the
Registration Rights Agreement are referred
to sometimes hereinafter collectively
as the "Offering Materials." The Company's Common Stock purchased by the
Investor under the Standby Equity
Distribution
Agreement is sometimes
referred
to hereinafter as the "Securities." The Placement Agent shall not be
obligated
to sell any Securities.
2.
Compensation.
A. Upon
the execution of this Agreement, the Company shall issue
to the Placement Agent or its designee
_____________ shares of Common Stock (the
"Placement Agent's Shares"). The Placement Agent shall be entitled to
"piggy-back" registration rights with respect to the
Placement Agent's Shares,
which shall be triggered upon registration of any shares of
Common Stock by the
Company pursuant to the Registration Rights
Agreement dated the date hereof.
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3.
Representations, Warranties and Covenants of the Placement
Agent.
A. The
Placement Agent represents, warrants and covenants as
follows:
(i) The
Placement Agent has the necessary power to enter
into this Agreement and to consummate the
transactions contemplated hereby.
(ii) The execution and delivery by the Placement Agent of
this Agreement and the consummation of the
transactions contemplated herein will
not result in any violation of, or be in
conflict with, or
constitute a default
under, any agreement or instrument to which
the Placement Agent is a party or by
which the Placement Agent or its properties
are bound, or any judgment, decree,
order or, to the Placement Agent's
knowledge,
any statute,
rule or regulation
applicable to the Placement Agent. This
Agreement when executed and delivered by
the Placement Agent, will constitute the
legal, valid and binding obligations of
the Placement Agent, enforceable in accordance
with their
respective
terms,
except to the extent that (a) the enforceability hereof or thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting
the rights of creditors generally, (b)
the enforceability hereof or thereof is
subject to general principles of equity,
or (c) the indemnification provisions hereof or thereof may be held to be in
violation of public policy.
(iii) Upon receipt
and execution of this Agreement, the
Placement Agent will promptly forward
copies of this Agreement to the Company or
its counsel and the Investor or its
counsel.
(iv) The Placement Agent will not intentionally take any
action that it reasonably believes would cause the Offering to violate the
provisions of the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934
Act"), the respective rules and
regulations promulgated thereunder (the "Rules and
Regulations") or applicable
"Blue Sky" laws of any state or
jurisdiction.
(v) The
Placement Agent is a member of the National
Association of Securities Dealers, Inc., and is a broker-dealer
registered as
such under the 1934 Act and under the
securities laws of the states in which the
Securities will be offered or sold by the
Placement Agent unless an exemption
for such state registration is available to the
Placement Agent. The
Placement
Agent is in material compliance with the
rules and regulations applicable to the
Placement Agent generally and applicable to
the Placement Agent's
participation
in the Offering.
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4.
Representations and Warranties of the Company.
A. The
Company represents and warrants as follows:
(i) The
execution, delivery
and performance of each of this
Agreement, the Standby Equity Distribution Agreement, and the Registration
Rights Agreement has been or will be duly
and validly authorized
by the Company
and is, or with respect to this Agreement, the Standby Equity Distribution
Agreement, and the Registration Rights Agreement will be, a valid
and binding
agreement of the Company, enforceable in accordance with its
respective terms,
except to the extent that (a) the enforceability hereof or thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
from time to time in effect and affecting
the rights of creditors generally, (b)
the enforceability hereof or thereof is subject to
general principles of equity
or (c) the indemnification provisions hereof or thereof may be held to be in
violation of public policy. The Securities to be issued pursuant to the
transactions contemplated by this Agreement and
the Standby Equity Distribution
Agreement have been duly authorized and, when issued and
paid for in accordance
with this Agreement and the Standby Equity
Distribution Agreement
will be valid
and binding obligations of the Company,
enforceable
in accordance
with their
respective terms, except to the extent that (1) the
enforceability thereof
may
be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws
from time to time in effect and affecting
the rights of creditors generally, and
(2) the enforceability thereof is subject to general
principles of equity. All
corporate action required to be taken for
the authorization,
issuance and sale
of the Securities has been duly and validly
taken by the Company.
(ii) The Company has a duly authorized, issued and
outstanding capitalization as set forth herein and in the Standby Equity
Distribution Agreement. The Company is not a party to or bound by any
instrument, agreement or other arrangement
providing for it to issue any capital
stock, rights, warrants, options or other
securities, except for this Agreement,
the agreements described herein and as described in the Standby Equity
Distribution Agreement and the agreements described therein. All issued and
outstanding securities of the Company,
have been duly
authorized
and validly
issued and are fully paid and
non-assessable; the holders thereof have no rights
of rescission or preemptive rights with respect thereto and are not subject to
personal liability solely by reason of
being security holders; and none of such
securities were issued in violation of the
preemptive rights of
any holders of
any security of the Company.
(iii) The Common Stock
to be issued in
accordance with
this
Agreement and the Standby Equity Distribution Agreement have been duly
authorized and, when issued and paid for in
accordance with this Agreement, the
Standby Equity Distribution Agreement and the certificates/instruments
representing such Common Stock will be validly issued, fully-paid and
non-assessable; the holders thereof will not be subject to
personal liability
solely by reason of being such holders;
such Securities are
not and will not be
subject to the preemptive rights of any
holder of any security of the Company.
(iv)
The Company has good
and marketable
title to, or valid
and enforceable leasehold estates in, all items of real and
personal property
necessary to conduct its business
(including,
without limitation,
any real or
personal property stated in the Offering
Materials to be owned
or leased by the
Company), free and clear of all liens,
encumbrances, claims,
security interests
and defects of any material nature
whatsoever, other than those set forth in the
Offering Materials and liens for taxes not
yet due and payable.
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(v) There
is no litigation or governmental proceeding
pending or, to the best of the
Company's knowledge, threatened against, or
involving the properties or business of the
Company, except as set
forth in the
Offering Materials.
(vi) The Company is
duly organized
and validly
exists as a
corporation in good standing under the laws of the State of
Nevada. Except as
set forth in the Offering Materials, the Company does not own or control,
directly or indirectly, an interest in any other corporation, partnership,
trust, joint venture or other business
entity. The Company is duly qualified or
licensed and in good standing as a foreign
corporation in each
jurisdiction in
which the character of its operations
requires such
qualification or
licensing
and where failure to so qualify would have a material adverse effect on the
Company. The Company has all requisite
corporate power and
authority, and all
material and necessary authorizations,
approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies
(domestic and foreign) to conduct its
businesses
(and proposed business) as
described in the Offering Materials. Any disclosures in the Offering
Materials
concerning the effects of foreign,
federal, state and local regulation on the
Company's businesses as currently
conducted and as
contemplated are correct in
all material respects and do not omit to state
a material fact. The Company has
all corporate power and authority to enter into this
Agreement,
the Standby
Equity Distribution Agreement, the Registration Rights Agreement,
and to carry
out the provisions and conditions hereof and thereof, and all consents,
authorizations, approvals and orders required in connection herewith and
therewith have been obtained. No consent, authorization or order of, and no
filing with, any court, government agency or other body is
required by the
Company for the issuance of the Securities or execution and delivery of the
Offering Materials except for applicable
federal and state securities laws. The
Company, since its inception, has not
incurred any liability arising under or as
a result of the application of any of the provisions of the
1933 Act, the 1934
Act or the Rules and Regulations.
(vii) There has
been no material adverse change in the
condition or prospects of the Company,
financial or
otherwise, from the
latest
dates as of which such condition or prospects,
respectively,
are set forth in
the Offering Materials, and the outstanding debt, the
property and the business
of the Company conform in all material respects to the descriptions thereof
contained in the Offering Materials.
(viii) Except as set
forth in the
Offering Materials, the
Company is not in breach of, or in default
under, any term or provision of any
material indenture, mortgage, deed of trust, lease, note, loan or any other
material agreement or instrument evidencing
an obligation for borrowed money, or
any other material agreement or instrument
to which it is a party or by which it
or any of its properties may be bound or affected. The Company is not in
violation of any provision of its charter or by-laws or in
violation of any
franchise, license, permit, judgment, decree or order, or in violation
of any
material statute, rule or regulation.
Neither the execution
and delivery of the
Offering Materials nor the issuance and
sale or delivery of the Securities, nor
the consummation of any of the transactions contemplated in the Offering
Materials nor the compliance by the Company
with the terms and provisions hereof
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or thereof, has conflicted with or will conflict with, or has resulted in or
will result in a breach of, any of the terms and provisions of, or has
constituted or will constitute a default under, or has resulted in or will
result in the creation or imposition of any
lien, charge or encumbrance upon any
property or assets of the Company or pursuant to the terms of any indenture,
mortgage, deed of trust, note, loan or any other agreement or instrument
evidencing an obligation for borrowed money, or any other agreement or
instrument to which the Company may be bound
or to which any of the property or
assets of the Company is subject except (a)
where such default,
lien, charge or
encumbrance would not have a material
adverse effect on the
Company and (b) as
described in the Offering Materials; nor will such action result in any
violation of the provisions of the charter or the by-laws of the
Company or,
assuming the due performance by the Placement Agent of its obligations
hereunder, any material statute or any material order, rule or regulation
applicable to the Company of any court or of any
foreign, federal, state or
other regulatory authority or other
government body having jurisdiction over the
Company.
(ix) Subsequent to the
dates as of which information is given
in the Offering Materials, and except as may otherwise be indicated or
contemplated herein or therein the Company has
not (a) issued any securities or
incurred any liability or obligation,
direct or contingent,
for borrowed money,
or (b) entered into any transaction other than in the ordinary course of
business, or (c) declared or paid any
dividend or made any other distribution on
or in respect of its capit
