AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
Exhibit 2.29
AMENDMENT
NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENT
THIS
AMENDMENT NO.1 (the
“Amendment”)
is
made and entered into effective as of June 1, 2006, to that certain Investor
Registration Rights Agreement (the “Agreement”)
dated
April 19, 2006 by and among FUTUREMEDIA
PLC, a
corporation organized and existing under the laws of England and
Wales (the “Company”)
and
CORNELL
CAPITAL PARTNERS, LP,
TAIB
BANK B.S.C. (c) and
CERTAIN
WEALTH, LTD.
(the
“Investors”).
Recitals:
WHEREAS,
on
or
about April 19, 2006, the Company and the Investors entered into a series of
financing agreements (the “Transaction
Documents”),
including, without limitation the Securities Purchase Agreement, convertible
notes issued pursuant thereto, and the Agreement (as defined above), pursuant
to
which, among other things, the Investors agreed to advance the Company the
aggregate of Seven Million Five Hundred Thousand Dollars ($7,500,000) 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:
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1.
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The
foregoing recitals are hereby incorporated herein by reference and
acknowledged as true and correct by the parties hereto.
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2.
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The
first sentence of Section 2(a) of the Agreement is hereby amended and
restated in its entirety to read as
follows:
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“Subject
to the terms and conditions of this Agreement, the Company shall prepare and
file, no later than June 12, 2006 (the “Scheduled
Filing Deadline”),
with the SEC a registration statement on Form F-3 under the Securities Act
(the
“Initial
Registration Statement”)
for the resale by the Investors of the Registrable Securities, which includes
a
number of Ordinary Shares to be issued upon conversion of the Convertible Notes
and underlying the Warrants of even date herewith not less than 115,044,118
(110,294,118 as and for the Ordinary Shares to be issued upon conversion of
the
Convertible Notes and 4,750,000 as and for the Warrant
Shares).”
[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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/s/ Xxxxx X. Xxxxxx |
By: Yorkville Advisors, LLC
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Name: Xxxxx
X Xxxxxx
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Its: General Partner
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Title: Company
Secretary
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By:
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/s/ Xxxx X. Xxxxxx | ||
| Name: Xxxx X. Xxxxxx | |||
| Title: Portfolio Manager | |||
| TAIB BANK, B.S.C. (c) | |||
| By: | /s/ Xxxxx Xxxxxxx | ||
| Name: Xxxxx Xxxxxxx | |||
| Title: Authorized Person | |||
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CERTAIN
WEALTH, LTD.
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| By: | /s/ Xxxxx Xxxxxxx | ||
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Name: Xxxxx
Xxxxxxx
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Title:
Authorized Person
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