AMENDMENT NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
AMENDMENT
NO. 1 TO THE SECURITIES PURCHASE AGREEMENT
This
Amendment No. 1 to the Securities Purchase Agreement is entered into and dated
as of May 18, 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,
on March 16, 2006, the Purchasers and the Company entered into Securities
Purchase Agreement (the “Agreement”)
pursuant to which the Company issued to the Purchasers an aggregate of
$1,250,000 in Promissory Notes (the “Notes”),
a
common stock purchase warrant to purchase one share of common stock of the
Company for every $2.00 invested pursuant to the Notes (the “Warrants”)
and
one share of common stock of the Company for every $2.00 invested pursuant
to
the Notes (the “Shares”);
WHEREAS,
subsequent to the issuance of the Notes, the Warrants and the Shares and the
closing of the transactions contemplated by the Agreement, 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 Agreement, the Notes and the Warrants;
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
number of Shares shall be increased from one share of common stock of the
Company for every $2.00 invested pursuant to the Notes to one and six/tenths
shares for every $2.00 invested pursuant to the Notes. 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. The
Notes
shall be amended as set forth in the Amended and Restated Note attached hereto
as Exhibit
A.
Section
3. Section
2(c) of the Warrant shall be amended and restated as follows:
In
the
event the Company should at any time or from time to time after the Original
Issue Date, fix a record date for the effectuation of a reverse stock split,
or
a transaction having a similar effect on the number of outstanding shares of
Common Stock of the Company, then, as of such record date (or the date of such
reverse stock split or similar transaction if no record date is fixed), the
number of Warrant Shares issuable upon the exercise hereof shall be
proportionately decreased and the Exercise Price shall be appropriately
increased by the same proportion as the decrease of the number of outstanding
Common Stock Equivalents resulting from the reverse stock split or similar
transaction; provided, however,
prior to
December 31, 2006, in
the
event that the Company shall complete or effect a consolidation or reverse
split
of its outstanding shares of common stock into a greater or lesser number of
shares of Common Stock, then in each such case the
number of Warrant Shares issuable upon the exercise hereof shall and the
Exercise Price
shall
not be impacted.
Section
4. 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 Agreement 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
Agreement and shall not be deemed to limit or affect any of the provisions
hereof. The language used in this Agreement 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
Agreement.
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.
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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]
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the
Securities Purchase Agreement 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: $250,000
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Notes
Principal Amount: $250,000
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Shares:
200,000
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Warrants:
125,000
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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5
__________________________________ | |
Purchase
Price:
$900,000
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Notes
Principal Amount: $900,000
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Shares:
720,000
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Warrants:
450,000
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Address
for Notice:
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Facsimile
No.: (
)
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Telephone
No.: (
)
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Attn.:
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6
__________________________________ | |
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Purchase
Price:
$65,000
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Notes
Principal Amount: $65,000
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Shares:
52,000
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Warrants:
32,500
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Address
for Notice:
Facsimile
No.: ( ) -
Telephone
No.: ( ) -
Attn:
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7
__________________________________ | |
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Purchase
Price:
$35,000
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Notes
Principal Amount: $35,000
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Shares:
28,000
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Warrants:
17,500
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Address
for Notice:
Facsimile
No.: ( ) -
Telephone
No.: ( ) -
Attn:
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