Exhibit 4.2
[GLOBAL LETTERHEAD]
as of April 6, 2001
Equilink Capital Partners, LLC
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx XxXxxx
Dear Xxx:
Reference is hereby made to that certain Financial Consulting Letter
Agreement between Equilink Capital Partners, LLC ("Equilink") and Global
Technologies, Ltd. (the "Company" or "GTLL") dated March 22, 2001 (the
"Agreement"). The Agreement is hereby amended and modified as follows:
Paragraph 4 of the Agreement shall be amended and restated in its entirety
to read as follows:
"4. As compensation for all the services rendered by Equilink hereunder,
the Company shall issue on April 9, 2001 to each individual and entity listed
below (each, an "Investor"), all of which are affiliates of Equilink, that
number of shares ("Shares") of the Company's Class A Common Stock, par value
$0.01 per share, set forth below opposite their respective names; provided,
however that each Investor shall pay to the Company on the date of issuance an
amount equal to the purchase price (each, a "Purchase Price" and collectively,
the "Aggregate Purchase Price") set forth opposite their respective names:
NAME NO. OF SHARES PURCHASE PRICE
---- ------------- --------------
Xxxxxx XxXxxx 500,000 $ 5,000.00
Old Oak Fund, Inc. 500,000 5,000.00
Empire Ventures, LLC 150,000 1,500.00
Equilink 50,000 500.00
Harborview Fund, Inc. 500,000 5,000.00
--------- ----------
Total 1,700,000 $17,000.00
========= ==========
All Shares so issued and paid for shall be fully paid and non-assessable.
The parties hereto agree that (i) the value of the services rendered by Xxxxxxxx
hereunder and the compensation paid to Equilink for its services hereunder is
equal to the difference obtained by subtracting the Aggregate Purchase Price
paid from the greater of the aggregate book value or market value of the Shares
on the date of the issuance thereof and (ii) the combination of the value of the
services received by the Company and the Aggregate Purchase Price paid for the
Shares to the Company is equal to the greater of the aggregate book value or
market value of the Shares on the date of the issuance thereof
Each Investor makes the following representations to the Company:
Section 4.1 Intent.
The Investor is purchasing the Shares for its own account and the Investor
has no present arrangement (whether or not legally binding) at any time to sell
or otherwise distribute the Shares to or through any person or entity; provided,
however, that by making the representations herein, the Investor does not agree
to hold the Shares for any minimum or other specific term and reserves the right
to dispose of the Shares at any time in accordance with federal and state
securities laws applicable to such disposition.
Section 4.2 Sophisticated Investor.
The Investor is a sophisticated investor (as described in Rule
506(b)(2)(ii) of Regulation D) and an accredited investor (as defined in Rule
501 of Regulation D), and Investor has such experience in business and financial
matters that Investor has the capacity to protect the Investor's own interests
in connection with this transaction and is capable of evaluating the merits and
risks of an investment in the Shares. The Investor acknowledges that an
investment in the Shares is speculative and involves a high degree of risk.
Section 4.3 Not an Affiliate.
Investor is not an officer, director or "affiliate" (as that term is
defined in Rule 405 of the Securities Act) of GTLL.
Section 4.4 Disclosure; Access to Information.
Investor has received and reviewed all documents, records, books and other
publicly available information pertaining to Investor's investment in GTLL that
have been requested by Investor. GTLL is subject to the periodic reporting
requirements of the Exchange Act, and Investor has reviewed copies of any such
reports that have been requested by Investor.
Section 4.5 Manner of Sale.
At no time was Investor presented with or solicited by or through any
leaflet, public promotional meeting, television advertisement or any other form
of general solicitation or advertising.
Section 4.6 Financial Capacity.
Investor currently has the financial capacity to meet its obligations to
GTLL hereunder, and the Investor has no present knowledge of any circumstances
that could cause it to become unable to meet such obligations in the future."
Please confirm your acknowledgment and agreement to the foregoing by
executing a copy of this letter where indicated below, and returning a copy to
us, whereupon it shall become a binding agreement between the parties hereto.
Very truly yours,
GLOBAL TECHNOLOGIES, LTD.
By: /s/ X. Xxxxx Xxxxxx
---------------------------
X. Xxxxx Xxxxxx
General Counsel
ACKNOWLEDGED AND AGREED TO:
EQUILINK CAPITAL PARTNERS, LLC
By: /s/ Xxxxxx XxXxxx
-------------------------------
Xxxxxx XxXxxx
Chairman and CEO
XXXXXX XXXXXX
/s/ Xxxxxx XxXxxx
-----------------------------------
Xxxxxx XxXxxx, individually
OLD OAK FUND, INC.
By: /s/ Xxxx X. Xxxxxx
--------------------------------
Name: Xxxx X. Xxxxxx
------------------------------
Title: President
-----------------------------
EMPIRE VENTURES, LLC
By: /s/ Xxxxx Xxxx
--------------------------------
Name: Xxxxx Xxxx
------------------------------
Title: President
-----------------------------
HARBORVIEW FUND, INC.
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxxxx Xxxxxxxx
------------------------------
Title: President
-----------------------------
