GLOBALNET CORPORATION
0000 Xxxxx Xxxx Xxxx, Xxxxx 000
Houston, Texas 77054
December 12, 2005
AJW Partners, LLC
New Millennium Capital Partners II, LLC
AJW Offshore, Ltd.
AJW Qualified Partners, LLC
0000 Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxx 00000
Re: GlobalNet Corporation (the "Company") -
Amendment of Notes and Warrants
-------------------------------
Ladies and Gentlemen:
This letter sets forth the agreement of the parties hereto to amend the
conversion price of certain notes originally issued by the Company to the
investors listed in the signature pages hereto (collectively, the "Investors"),
on February 6, 2003, February 21, 2003, May 9, 2003, June 23, 2003, August 21,
2003, May 21, 2004, June 21, 2004 and October 27, 2004 and all fundings made in
2005 (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 Applicable Percentage (as defined in each of the Debt
Instruments) shall be 20%.
2. In Section 1.1 of the Notes, the term "earlier" shall be amended and
replaced with the term "latter".
3. The Notes are hereby amended in accordance with the foregoing
provision. All other provisions of the Notes, as amended from time
to time, 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 an 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
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Xxxx X. Xxxx
President and 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
