No. CCP-1 $2,500,000 FUTUREMEDIA PLC Convertible Note Due December 19, 2008 This Convertible Note (the "Note") is issued by FUTUREMEDIA PLC, an English corporation (the "Obligor"), to CORNELL CAPITAL PARTNERS, LP (the "Holder"), pursuant to that...Futuremedia PLC • December 20th, 2005 • Services-prepackaged software
Exchange rate U.S $" means that the exchange rate U.S $ to Swedish kronor for this contract will be 8,58 kronor as established by the Parties April 22, 2003. "New Shares" means the issue of 7.800.000 new shares, credited as fully paid "Parties" means...Subscription Agreement • September 30th, 2004 • Futuremedia PLC • Services-motion picture & video tape production
DATED 13 JANUARY 2006Share Purchase Agreement • January 13th, 2006 • Futuremedia PLC • Services-prepackaged software • England
and -Service Agreement • August 4th, 2005 • Futuremedia PLC • Services-motion picture & video tape production
Exhibit 4.11 FUTUREMEDIA PLC SUBSCRIPTION AGREEMENT ---------------------- IMPORTANT NOTICE The contents of this document have not been approved by an authorised person (for the purposes of Section 21 of Financial Services and Markets Act 2000 (the...Subscription Agreement • August 4th, 2005 • Futuremedia PLC • Services-motion picture & video tape production • England and Wales
DATED 25 July, 2003 (1) IQDOS LIMITED and (2) FUTUREMEDIA PLC AGREEMENT RELATING TO THE SALE OF THE WHOLE OF THE ISSUED SHARE CAPITAL OF TEMP LIMITED Thomas Eggar Solicitors The Corn Exchange Baffins Lane Chichester West Sussex P019 IGE Tel: 01243...Futuremedia PLC • September 30th, 2004 • Services-motion picture & video tape production • England and Wales
Exhibit 2.5 SECURITIES PURCHASE AGREEMENT ----------------------------- SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of July 21, 2005, by and among Futuremedia PLC, a corporation organized under the laws of England and Wales (the...Securities Purchase Agreement • August 4th, 2005 • Futuremedia PLC • Services-motion picture & video tape production • New York
EXHIBIT 2 Execution Copy SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of December 19, 2005, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the...Securities Purchase Agreement • December 20th, 2005 • Futuremedia PLC • Services-prepackaged software • New Jersey
Exhibit 2.8 =================================================================== ============= WARRANT TO PURCHASE ORDINARY SHARES ============================= =================================================== NEITHER THIS WARRANT NOR THE SECURITIES...Futuremedia PLC • August 4th, 2005 • Services-motion picture & video tape production • New York
2) FUTUREMEDIA PLC AGREEMENT RELATING TO THE SALE OF THE WHOLE OF THE ISSUED SHARE CAPITAL OF AKTIVNA OBJECTS LIMITED The Corn Exchange Baffins Lane Chichester West Sussex PO19 1GE Tel: 01243 786111 Fax: 01243 536787 Ref: NJR/JRC www.thomaseggar.comAgreement • September 30th, 2004 • Futuremedia PLC • Services-motion picture & video tape production • England and Wales
FUTUREMEDIA PLC AND THE BANK OF NEW YORK As Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of August 17, 1993Deposit Agreement • January 11th, 2007 • Futuremedia PLC • Services-prepackaged software • New York
Execution Copy INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of December 19, 2005, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the...Investor Registration Rights Agreement • December 20th, 2005 • Futuremedia PLC • Services-prepackaged software • New Jersey
INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • April 25th, 2006 • Futuremedia PLC • Services-prepackaged software • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2006, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”), and the undersigned investors listed on Schedule I attached hereto (each, an “Investor” and collectively, the “Investors”).
FUTUREMEDIA PLC SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • September 30th, 2004 • Futuremedia PLC • Services-motion picture & video tape production • England and Wales
THE RIGHTS OF OWNERS TO DIRECT THE VOTING OF SHARES MAY BE RESTRICTED AS DESCRIBED IN PARAGRAPH 23 HEREOF Exhibit A to Deposit AgreementFuturemedia PLC • January 11th, 2007 • Services-prepackaged software
The Bank of New York as depositary (hereinafter called the "Depositary"), hereby certifies that _______________________________, or registered assigns is THE OWNER OF __________________________.
ESCROW AGREEMENTEscrow Agreement • March 2nd, 2006 • Futuremedia PLC • Services-prepackaged software • New Jersey
THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2005 FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”); the Buyer(s) listed on the Securities Purchase Agreement, dated the date hereof (also referred to as the “Investor(s)”), and DAVID GONZALEZ, ESQ., as Escrow Agent hereunder (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 5th, 2007 • Futuremedia PLC • Services-prepackaged software • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among FUTUREMEDIA PLC, a Public Limited Company organized and existing under the laws of England and Wales (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2007 • Futuremedia PLC • Services-prepackaged software • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 1, 2007, by and among FUTUREMEDIA PLC, a Public Limited Company organized and existing under the laws of England and Wales corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
AGREEMENT relating toFuturemedia PLC • September 30th, 2004 • Services-motion picture & video tape production
FUTUREMEDIA PLC Amended and Restated Secured Convertible Note Due April 19, 2009Futuremedia PLC • August 7th, 2006 • Services-prepackaged software
This Secured Convertible Note (the “Note”) is issued by FUTUREMEDIA PLC, an English corporation (the “Obligor”), to CERTAIN WEALTH, LTD. (the “Holder”), pursuant to that certain Amended and Restated Securities Purchase Agreement (the “Securities Purchase Agreement”) of even date herewith. On or about April 19, 2006, the Obligor issued to the Holder a secured convertible note in the original principal amount of One Million Dollars ($1,000,000) (the “CW April 2006 Note”). This Note is being issued to modify the terms of the CW April 2006 Note as set forth herein.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2006 • Futuremedia PLC • Services-prepackaged software • New Jersey
THIS AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of August 3, 2006, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
EXHIBIT D REGISTRATION RIGHTS AGREEMENT -----------------------------D Registration Rights Agreement • August 4th, 2005 • Futuremedia PLC • Services-motion picture & video tape production • New York
AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • November 14th, 2006 • Futuremedia PLC • Services-prepackaged software
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”).
WAIVERWaiver • August 7th, 2006 • Futuremedia PLC • Services-prepackaged software
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”).
DATED April 19, 2006 DEBENTURE REED SMITH RAMBAUD CHAROT LLP Minerva House London SE1 9BB Tel: +44 (0) 20 7403 2900 Fax: +44 (0) 20 7403 4221 Ref. DJR/CRJ/728098.00006Futuremedia PLC • April 25th, 2006 • Services-prepackaged software
AMENDMENT NO. 1 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • June 8th, 2006 • Futuremedia PLC • Services-prepackaged software
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”).
AMENDMENT NO. 5 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • September 1st, 2006 • Futuremedia PLC • Services-prepackaged software
THIS AMENDMENT NO. 5 (the “Amendment”) is made and entered into effective as of August 31, 2006, to that certain Investor Registration Rights Agreement (the “Agreement”) dated December 19, 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”).
AMENDMENT NO. 4 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • August 7th, 2006 • Futuremedia PLC • Services-prepackaged software
THIS AMENDMENT NO. 4 (the “Amendment”) is made and entered into effective as of July 31, 2006, to that certain Investor Registration Rights Agreement (the “Agreement”) dated December 19, 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”).
ANDFuturemedia PLC • September 30th, 2004 • Services-motion picture & video tape production
WAIVER AND AGREEMENTWaiver and Agreement • August 7th, 2006 • Futuremedia PLC • Services-prepackaged software
THIS WAIVER AND AGREEMENT (the “Waiver”) is made and entered into effective as of July 31, 2006, in connection with that certain Registration Rights Agreement (the “Agreement”) dated July 21, 2005, by and among FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company”) and MERCATOR MOMENTUM FUND, L.P., MERCATOR MOMENTUM FUND III, L.P, MONARCH POINTE FUND, LTD. and M.A.G. CAPITAL, LLC (the “Investors”).
Cornell Capital Partners, LPFuturemedia PLC • October 26th, 2006 • Services-prepackaged software
This letter sets forth the understanding between Futuremedia PLC (the “Company”) and Cornell Capital Partners, LP (“Cornell”) in connection with certain outstanding obligations of the Company pursuant to various secured convertible notes (the “Notes”) issued to Cornell. The Company has indicated to Cornell that it desires to obtain future alternative financing, subject to, and consistent with, all of Cornell’s rights under the existing Notes and related agreements, and use proceeds of any such financings to repay part of the Notes. In connection therewith, the Company and Cornell agree that Cornell shall have the right to compel the Company to apply the first $2,000,000 of net proceeds received by the Company through any new financing transaction (including any loans (other than retail bank overdrafts), stock offerings, options, or warrant issuances) closed within six months of the date (regardless of the date that funds may actually be received by the Company if they are received late
AGREEMENT 22 April 2003Futuremedia PLC • September 30th, 2004 • Services-motion picture & video tape production • England and Wales
AMENDMENT NO. 3 TO INVESTOR REGISTRATION RIGHTS AGREEMENTInvestor Registration Rights Agreement • July 17th, 2006 • Futuremedia PLC • Services-prepackaged software
THIS AMENDMENT NO. 3 (the “Amendment”) is made and entered into effective as of July 14, 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”).
FUTUREMEDIA PLC - SUBSCRIPTION AGREEMENT LEGAL DISCLAIMER AND IMPORTANT LEGAL NOTICESubscription Agreement • June 5th, 2007 • Futuremedia PLC • Services-prepackaged software • England and Wales
This document is exempt from the general restriction on the communication of invitations or inducements to enter into investment activity as would otherwise be required by Section 21 of the Financial Services and Markets Act 2000.
CONFIRMATION AGREEMENTConfirmation Agreement • August 23rd, 2006 • Futuremedia PLC • Services-prepackaged software
THIS CONFIRMATION AGREEMENT (the “Agreement”) is made and entered into effective as of July 31, 2006, in connection with that certain Convertible Note (the “Note”) dated December 19, 2005 in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000) issued by FUTUREMEDIA PLC, a corporation organized and existing under the laws of England and Wales (the “Company” or the “Obligor”) to CORNELL CAPITAL PARTNERS, LP (the “Holder”).
