AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT
AMENDMENT
NO. 1 TO THE SUBSCRIPTION AGREEMENT
This
Amendment No. 1 to the Subscription Agreement is entered into and dated as
of
May 31, 2006 (this “Amendment”),
by
and among American United Global, Inc., a Delaware corporation (the
“Company”),
and
each of the purchasers identified on the signature pages hereto (each, a
“Purchaser”
and
collectively, the “Purchasers”).
WHEREAS,
commencing in December 2005 through March 2006 the Purchasers and the Company
entered into Subscription Agreements (the “Agreements”)
pursuant to which the Company issued to the Purchasers an aggregate of 712,000
shares of common stock of the Company (the “Shares”)
for
aggregate consideration of $356,000;
WHEREAS,
subsequent to the entering into of the Agreements and the closing of the
transactions contemplated by the Agreements, the Company revised the terms
certain other financing transactions and/or revised the terms pursuant to which
it is completing the acquisition of substantially all of the shares of Xxxxx
Xx., a Hungarian corporation;
WHEREAS,
as a result of the above, the Purchasers and the Company have elected to amend
the Agreements;
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment,
and for other good and valuable consideration, the receipt and adequacy of
which
are hereby acknowledged, the Company and each Purchaser, severally and not
jointly, agree as follows:
Section
1. The
aggregate number of Shares shall be increased from 712,000 to 1,139,200 shares.
The number of Shares for each individual Purchaser is set forth below next
to
such Purchaser’s name on the signature page hereto.
Section
2. No
provision of this Amendment may be waived or amended except in a written
instrument signed, in the case of an amendment, by the Company and each of
the
Purchasers or, in the case of a waiver, by the party against whom enforcement
of
any such waiver is sought. No waiver of any default with respect to any
provision, condition or requirement of this Amendment shall be deemed to be
a
continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right.
Section
5. The
headings herein are for convenience only, do not constitute a part of this
Amendment and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Amendment will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict
construction will be applied against any party.
Section
6. This
Amendment shall be binding upon and inure to the benefit of the parties and
their successors and permitted assigns. The Company may not assign this
Amendment or any rights or obligations hereunder without the prior written
consent of the Purchasers. Any Purchaser may assign its rights under this
Amendment to any person to whom such Purchaser assigns or transfers any
securities, provided such transferee agrees in writing to be bound, with respect
to the transferred securities, by the provisions hereof that apply to the
“Purchasers.” Notwithstanding anything to the contrary herein, securities may be
assigned to any person in connection with a bona fide margin account or other
loan or financing arrangement secured by such Securities.
Section
7. Terms
not
defined herein shall have the meaning as set forth in the
Agreements.
Section
8. All
questions concerning the construction, validity, enforcement and interpretation
of this Amendment shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by any of the Transaction Documents (whether brought
against a party hereto or its respective Affiliates, directors, officers,
shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York, Borough of Manhattan. Each
party hereto hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or
with
any transaction contemplated hereby or discussed herein (including with respect
to the enforcement of any of this Amendment), and hereby irrevocably waives,
and
agrees not to assert in any suit, action or proceeding, any claim that it is
not
personally subject to the jurisdiction of any such court, that such suit, action
or proceeding is improper. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address
in
effect for notices to it under this Agreement and agrees that such service
shall
constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably waives,
to
the fullest extent permitted by applicable law, any and all right to trial
by
jury in any legal proceeding arising out of or relating to this Agreement or
any
of the Transaction Documents or the transactions contemplated hereby or thereby.
If either party shall commence an action or proceeding to enforce any provisions
of this Agreement or any Transaction Document, then the prevailing party in
such
action or proceeding shall be reimbursed by the other party for its reasonable
attorneys fees and other reasonable costs and expenses incurred with the
investigation, preparation and prosecution of such action or
proceeding.
Section
9. This
Amendment may be executed in two or more counterparts, all of which when taken
together shall be considered one and the same agreement and shall become
effective when counterparts have been signed by each party and delivered to
the
other party, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid and binding obligation of
the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile signature page were an original
thereof.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES FOLLOW]
2
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
Agreements to be duly executed by their respective authorized signatories as
of
the date first indicated above.
AMERICAN
UNITED GLOBAL, INC.
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By:
________________________________
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Name:
Xxxxxx Xxxxx
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Title:
CEO
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGES OF PURCHASERS FOLLOW.]
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_________________________________ | |
Purchase
Price: $60,000
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Shares:
192,000
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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4
_________________________________ | |
Purchase
Price: $75,000
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Shares:
240,000
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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5
_________________________________ | |
Purchase
Price: $10,000
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Shares:
32,000
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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6
_________________________________ | |
Purchase
Price: $50,000
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Shares:
160,000
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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7
_________________________________ | |
Purchase
Price: $141,000
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Shares:
451,200
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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8
_________________________________ | |
Purchase
Price: $10,000
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Shares:
32,000
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Address:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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9
_____________________________ | |
Name:
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Title:
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Purchase
Price: $10,000
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Shares:
32,000
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Address:
|
|
Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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10