CONFIRMATION AGREEMENT
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”).
WHEREAS,
on
or
about December 19, 2005, the Company and the Holder entered into a series of
financing agreements (the “Transaction
Documents”),
including, without limitation the Securities Purchase Agreement (as define
the
Note), pursuant to which, among other things, the Holder agreed to advance
the
Company the aggregate of $2,500,000 pursuant to the Note;
WHEREAS,
the
parties hereto desire to clarify and confirm certain provisions under the Note;
provided that the parties hereby expressly agree and acknowledge that the
provisions of this Agreement do not represent or constitute any change in or
renegotiation of the terms of the Note (or any other Transaction Document)
but
rather the exclusive purpose of this Agreement is to memorialize for purposes
of
clarification the original intent of the parties in connection with the
Note;
WHEREAS,
all
terms
in the Note, except as expressly 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) |
The
parties hereby confirm the following for purposes of
clarification:
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a) |
sub-clause
(4) of Section 3(a)(i)(B) is deleted in its entirety (and, for
purposes of clarification, the word “or” shall be deemed to be added
between sub-clauses (2) and (3) of Section 3(a)(i)(B)) ;
and
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b) |
with
respect to Section 3(a)(ii)(A), if the Holder has delivered a
Conversion Notice for a principal amount of the Note that, without
regard
to any other shares that the Holder or its affiliates may beneficially
own, would result in the issuance in excess of the permitted amount
under
the Note, the Obligor shall notify the Holder of this fact and shall
honor
the conversion for the maximum principal amount permitted to be converted
on such Conversion Date in accordance with the periods described
in
Section 3(a)(i)(A) and shall retain any principal amount tendered
for
conversion in excess of the permitted amount hereunder for future
conversions, and the Holder shall not have the option to require
the
Obligor to return such excess principal amount to the
Holder.
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IN
WITNESS WHEREOF,
the
parties have signed and delivered this Agreement on the date first set forth
above.
CORNELL
CAPITAL PARTNERS, LP
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By:
/s/
Xxxxxxx X. Xxxxxx
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By:
Yorkville Advisors, LLC
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Name: Xxxxxxx
X.Xxxxxx
Title: CEO
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Its:
General Partner
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By:
/s/
Xxxx X. Xxxxxx
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Name: Xxxx
X. Xxxxxx
Title: Portfolio
Manager
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