AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT

EX-4.23 6 v047551_ex4-23.htm

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 Kraft Rt., 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.

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SIGNATURE PAGES FOLLOW]

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.


	By: ________________________________
	Name: Robert Rubin
	Title: CEO

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SIGNATURE PAGES OF PURCHASERS FOLLOW.]







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	Purchase Price: $60,000
	Shares: 192,000

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	Purchase Price: $75,000
	Shares: 240,000

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	Purchase Price: $10,000
	Shares: 32,000

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	Purchase Price: $50,000
	Shares: 160,000

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	Purchase Price: $141,000
	Shares: 451,200

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	Purchase Price: $10,000
	Shares: 32,000

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	_____________________________
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	Purchase Price: $10,000
	Shares: 32,000

	Address:



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