WAIVER
THIS
WAIVER (the
“Waiver”)
is
made and entered into effective as of July 31, 2006, in connection with that
certain Investor Registration Rights Agreement (the “Agreement”)
dated
December 19, 2005, as amended, 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”).
WHEREAS,
on
or
about December 19, 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 pursuant thereto (the “Note”),
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 convertible notes;
WHEREAS,
the
parties hereto desire to waive certain provisions under the Agreement and the
Note; 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.
|
| 2. |
The
Investor waives its rights under the Transaction Documents in connection
with the Company’s failure to keep the Registration Statement effective as
a result the delay in filing the Company’s audited financial statements
for year ended April 30, 2006 (the “2006
Audit”)
with the SEC (including without limitation the Investor’s right to receive
Liquidated Damages under Section 2(c) of the Agreement and any
and all
rights arising upon an Event of Default under the Note in connection
therewith).
|
| 3. |
This
Waiver shall be effective until 6:00 p.m. EST on August 31, 2006
after
which date it shall be of no further force and
effect.
|
[SIGNATURE
PAGES TO IMMEDIATELY FOLLOW]
IN
WITNESS WHEREOF,
the
parties have signed and delivered this Waiver on the date first set forth
above.
|
CORNELL
CAPITAL PARTNERS, LP
|
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| By: | /s/ Xxxxxxx Xxxxxx |
By:
Yorkville Advisors, LLC
|
||
|
Name: Xxxxxxx
Xxxxxx
|
Its:
General Partner
|
|||
|
Title: CEO
|
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| By: | /s/ Xxxx X. Xxxxxx | |||
|
Name: Xxxx
X. Xxxxxx
|
||||
|
Title: Portfolio
Manager
|
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