AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit
2
AMENDMENT
NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT NO.1 (the
“Amendment”)
is
made and entered into effective as of April 19, 2006, to that certain Investor
Registration Rights Agreement (the “Agreement”)
dated
December 15, 2005 by and among FUTUREMEDIA
PLC, a
corporation organized and existing under the laws of England and
Wales (the “Company”)
and
CORNELL
CAPITAL PARTNERS, LP
(the
“Investor”).
Recitals:
WHEREAS,
on
or
about December 15, 2005, the Company and the Investor entered into a series
of
financing agreements (the “Transaction
Documents”),
including, without limitation the Securities Purchase Agreement, the convertible
note issued thereto, and the Agreement (as defined herein), pursuant to which,
among other things, the Investor agreed to advance the Company the aggregate
of
Two Million Five Hundred Thousand Dollars ($2,500,000) of secured convertible
notes;
WHEREAS,
the
parties hereto desire to amend the Agreement to extend certain deadlines
contained therein; and
WHEREAS,
all
terms
in the Agreement, except as modified herein, and the terms contained in the
Transaction Documents, shall remain in full force and effect.
NOW,
THEREFORE, in
consideration of the premises and the mutual promises, conditions and covenants
contained herein and other good and valuable consideration, receipt of which
is
hereby acknowledged, the parties hereto agree as follows:
| 1. |
The
foregoing recitals are hereby incorporated herein by reference
and
acknowledged as true and correct by the parties hereto.
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| 2. |
Sections
2(b) of the Agreement are hereby amended and restated in their
entirety to
read as follows:
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“(b)
Effectiveness of the Initial Registration Statement.
The
Company shall use its commercially reasonable efforts (i) to have the Initial
Registration Statement declared effective by the SEC no later than June 15,
2006
(the “Scheduled
Effective Deadline”)
and
(ii) to insure that the Initial Registration Statement and any subsequent
Registration Statement remains in effect until all of the Registrable Securities
have been sold, subject to the terms and conditions of this Agreement. It
shall
be an event of default hereunder if the Initial Registration Statement is
not
filed on or before the Scheduled Filing Deadline or declared effective by
the
Scheduled Effective Deadline.”
[SIGNATURE
PAGES TO IMMEDIATELY FOLLOW]
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Amendment Agreement on the date first
set
forth above.
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CORNELL
CAPITAL PARTNERS, LP
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By:
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By:
Yorkville Advisors, LLC
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Name: ▇▇▇▇▇▇▇
▇▇▇▇▇▇
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Its:
General Partner
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Title: CEO
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By:
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Name: ▇▇▇▇
▇. ▇▇▇▇▇▇
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Title: Portfolio
Manager
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