AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO THE SHARE PURCHASE AGREEMENT (the "Amendment") is made
as of the 29th day of December, 2005
AMONG:
AMERICAN UNITED GLOBAL, INC., a corporation formed
pursuant to the laws of the State of Delaware and having
an office for business located at 000 Xxxxxxx Xxxxxx,
#000 Xxxxxx, Xxx Xxxx 00000
("AUGI")
AND:
XXXXX XX., a company formed pursuant to the laws of
Hungary and having an office for business located at
Xxxxxxx Xxxxx u. 00-00 Xxxxxxxx X-0000
("Xxxxx")
AND:
The shareholders of Kraft, each of whom are set forth on
the signature page of this Agreement
(the "Kraft Shareholders")
WHEREAS:
A. The Kraft Shareholders own 4,425 registered ordinary shares, HUF 10,000
par value each of Kraft, constituting HUF 50,000,000 registered capital of
Kraft, being 100% of the presently issued and outstanding Kraft Shares;
B. AUGI is a reporting company whose common stock is quoted on the Pink
Sheets;
C. AUGI, Kraft and the Kraft Shareholders have entered into that certain
Share Purchase Agreement dated August 9, 2005 (the "Purchase Agreement"); and
D. AUGI, Kraft and the Kraft Shareholders have agreed to enter into this
Amendment.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises
and the mutual covenants, agreements, representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Section 1.1(t) is hereby amended and restated to read as follows:
"(h) "Closing Date" means the day on which all conditions precedent to the
completion of the transaction as contemplated hereby have been satisfied
or waived, but in any event no later than January 30, 2005;"
-2-
2. Section 7.6 is hereby amended and restated to read as follows:
"7.6 Notwithstanding any provision herein to the contrary, if the Closing
does not occur on or before January 30, 2005 (the "Termination Date"),
this Agreement will be at an end and will have no further force or effect,
unless otherwise agreed upon by the parties in writing."
3. The Amendment shall be construed and interpreted in accordance with the
laws of the State of New York without giving effect to the conflict of laws
rules thereof or the actual domiciles of the parties.
4. Except as amended hereby, the terms and provisions of the Agreement shall
remain in full force and effect, and the Agreement is in all respects ratified
and confirmed. On and after the date of the Amendment, each reference in the
Agreement to the "Agreement", "hereinafter", "herein", "hereinafter",
"hereunder", "hereof", or words of like import shall mean and be a reference to
the Agreement as amended by the Amendment.
5. The Amendment may be executed in one or more counterparts, each of which
shall be deemed an original and all of which taken together shall constitute a
single amendment.
[Remainder of page intentionally left blank.]
-3-
IN WITNESS WHEREOF the parties have executed this Amendment No. to
the Share Purchase Agreement effective as of the day and year first above
written.
AMERICAN UNITED GLOBAL, INC.
By: /s/ Xxxxxx Xxxxx, CEO
------------------------
Xxxxxx Xxxxx, CEO
XXXXX XX.
By: /s/ Zoltan Kiss
------------------------
Zoltan Kiss, Director
SHAREHOLDERS OF XXXXX XX.
/s/ Xx. Xxxxxx Xxxxxx /s/ Gabriella Xxxxx Kiss
----------------------- -------------------------
Xx. Xxxxxx Xxxxxx (425 Kraft Shares) Gabriella Xxxxx Kiss (750 Kraft Shares)
/s/ Xxxx Xxxxx Xxxxx /s/ Janka Xxxxxxxxx Xxxxx
----------------------- -------------------------
Xxxx Xxxxx Xxxxx (250 Kraft Shares) Janka Xxxxxxxxx Xxxxx (250 Xxxxx Shares)
/s/ Xxxxxx X. Kiss /s/ Nagyezsda Kiss
----------------------- -------------------------
Xxxxxx X. Kiss (1,850 Kraft Shares) Nagyezsda Kiss (150 Kraft Shares)
/s/ Xxxxxx Xxxxxxx Kiss
-----------------------
Xxxxxx Xxxxxxx Kiss (750 Kraft Shares)
