AMENDMENT NO. 1 TO SENIOR SECURED CONVERTIBLE NOTE DUE MARCH 20, 2007
AMENDMENT
NO. 1
TO
SENIOR
SECURED CONVERTIBLE NOTE
DUE
MARCH 20, 2007
This
Amendment No. 1, dated as of May __, 2006, to the Securities Purchase Agreement
(the "Agreement") entered into and dated as of September 22, 2005, by and among
American United Global, Inc., a Delaware corporation (the "Company") and each
of
the purchasers identified on the signature pages to the Agreement (the
"Purchasers").
WITNESSETH:
WHEREAS,
as of September 22, 2005, the Company and Purchasers entered into the Agreement,
a copy of which is annexed hereto as Exhibit 1; and
WHEREAS,
in connection with the Agreement, the Company issued to the Purchasers, among
other things, certain of its shares of Common Stock (the “Shares”) as
consideration for the completion of the purchase and sale of the securities
pursuant to the Agreement; and
WHEREAS,
subsequent to the issuance of Shares and the closing of the transactions
contemplated by the Agreement, the Company entered into 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,
the parties now desire to amend increase the number of Shares issued to the
Purchasers from 175,000 to 280,000; and
WHEREAS,
the parties now desire to amend Paragraph (a) of Section 10 of the Note as
hereinafter set forth.
NOW,
THEREFORE, in consideration of and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt
of
which is hereby acknowledged, the Share Exchange Agreement is hereby amended
as
follows:
1. Paragraph
(a) of Section 10 of the Note is hereby amended to be and read as
follows:
“Stock
Dividends and Splits.
If the
Company, at any time while this Note is outstanding, (i) pays a stock dividend
on its Common Stock or otherwise makes a distribution on any class of capital
stock that is payable in shares of Common Stock, (ii) subdivides outstanding
shares of Common Stock into a larger number of shares, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares, then in
each
such case the Conversion Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator shall be the number of shares
of
Common Stock outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this Section
10(a)
shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any
adjustment pursuant to clause (ii) or (iii) of this Section
10(a)
shall
become effective immediately after the effective date of such subdivision or
combination. 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
Conversion Price
shall
not be impacted.”
2. The
Shares issued pursuant to the Agreement to each of the Purchasers have been
increased from 175,000 to 280,000.
3. (A) This
agreement shall be construed and interpret-ed 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.
(B) Except
as
amended hereby, the terms and provisions of the Note shall remain in full force
and effect, and the Note is in all respects ratified and confirmed. On and
after
the date of this agreement, each reference in the Note to the "Note”,
"hereinaf-ter", "herein", "herein-after", "hereunder", "hereof", or words of
like import shall mean and be a reference to the Note as amended by this
agreement.
(C) This
agreement may be executed in one or more counter-parts, 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
SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF,
the
parties hereto have executed this agreement as of the date first stated
above.
THE COMPANY: | |
AMERICAN UNITED GLOBAL, INC. | |
By: _________________________________ | |
Name:
|
|
Title:
|
|
IROQUOIS
MASTER FUND LTD.
|
|
By:
_________________________________
|
|
Name:
|
|
Title:
|
|
Purchase
Price:
$175,000
|
|
Notes
Principal Amount: $175,000
|
|
Shares: 280,000
|
|
Address
for Notice:
|
|
Iroquois
Master Fund Ltd.
|
|
000
Xxxxxxxxx Xxxxxx
|
|
00xx
Xxxxx
|
|
Xxx
Xxxx, XX 00000
|
|
Facsimile
No.: (000)
000-0000
|
|
Telephone
No.: (000)
000-0000
|
|
Attn.: Xxxxxx
Xxxxxxxxx
|
|
With
a copy to:
|
|
Proskauer
Rose LLP
|
|
0000
Xxxxxxxx
|
|
Xxx
Xxxx, XX 00000-0000
|
|
Facsimile
No.: (000) 000-0000
|
|
Attn:
Xxxx X. Xxxxxxx, Esq.
|
3
|
|
OMICRON
MASTER TRUST
|
|
By:
__________________________________
|
|
Name:
|
|
Title:
|
|
Purchase
Price:
$175,000
|
|
Notes
Principal Amount: $175,000
|
|
Shares:
280,000
|
|
Address
for Notice:
Omicron
Master Trust
000
Xxxxx Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn:
Xxxxx Xxxxxxxxx
|
|
4
SMITHFIELD
FIDUCIARY LLC
|
|
By:
___________________________________
|
|
Name:
|
|
Title:
|
|
Purchase
Price:
$175,000
|
|
Notes
Principal Amount: $175,000
|
|
Shares:
280,000
|
|
Address
for Notice:
Smithfield
Fiduciary LLC
c/o
Highbridge Capital Management LLC
0
Xxxx 00xx
Xxxxxx, 00xx
Xxxxx
Xxx
Xxxx, XX 00000
Facsimile
No.: (000) 000-0000
Telephone
No.: (000) 000-0000
Attn:
Xxxx Chill
|
|
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