GLOBALNET CORPORATION
00000 XX 00XX Xxxxxx, 0XX Xxxxx
Xxxxxxxx, Xxxxxxx 00000
(000) 000-0000
October 27, 2004
AJW Partners, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
New Millennium Capital Partners II, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: GlobalNet Corporation (the "Company") - Amendment of Notes
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend
the conversion price of certain notes which are convertible into shares of the
Company's Common Stock, par value $.005 per share, originally issued by the
Company to the investors listed in the signature page hereto (collectively, the
"Investors") pursuant to that certain Securities Purchase Agreement (the
"Purchase Agreement"), dated as of May 21, 2004, by and among the Company and
the Investors (collectively, the "Notes").
By execution hereof, for good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree that:
1. The interest rate of each of the Notes is hereby amended to be
12% per annum, effective as of the date hereof.
2. The Conversion Price (as defined in the Notes) of each of the
Notes is hereby amended to be equal to the lesser of (i) $.0016
and (ii) the Variable Conversion Price (as defined in the Notes),
provided that the meaning of the term Applicable Percentage in
each of the Notes is hereby amended to be 40%.
3. All other provisions of the Notes and Purchase Agreement shall
remain in full force and effect.
The parties shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other parties hereto
may reasonably request in order to carry out the intent and accomplish the
purposes of this letter agreement, including without limitation the issuance of
amended Notes.
Please signify your agreement with the foregoing by signing a copy of
this letter where indicated and returning it to the undersigned.
Sincerely,
GLOBALNET CORPORATION
__________________________
Xxxx X. Xxxx
Chief Executive Officer
ACCEPTED AND AGREED:
AJW PARTNERS, LLC
By: SMS GROUP, LLC
Xxxxx X. Xxxxxxxx, Manager
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: FIRST STREET MANAGER II, LLC,
Xxxxx X. Xxxxxxxx, Manager
AJW OFFSHORE, LTD.
By: FIRST STREET MANAGER II, LLC
Xxxxx X. Xxxxxxxx, Manager
AJW QUALIFIED PARTNERS, LLC
By: AJW MANAGER, LLC
Xxxxx X. Xxxxxxxx, Manager
