Amendment to Stock Purchase Agreement between Global Technovations, Inc. and TMF Investments, Inc. and Wilmington Trust Company

Summary

This agreement amends a previous Stock Purchase Agreement between Global Technovations, Inc. and TMF Investments, Inc., with Wilmington Trust Company and George Jeff Mennen as co-trustees. The amendment extends the company's right to redeem Series B Preferred Stock until December 31, 2001, and delays conversion rights until January 1, 2002. In exchange for these changes, the company will issue warrants to purchase 25,000 shares of its common stock at a set price, expiring in 2011. All other terms of the original agreement remain unchanged.

EX-10.40 9 0009.txt AGREEMENT EXHIBIT 10.40 GLOBAL TECHNOVATIONS, INC. 7108 Fairway Drive, Suite 200 Palm Beach Gardens, FL ###-###-#### December 27, 2000 Mr. George Jeff Mennen TMF Investments, Inc. 25 B Hanover Road Florham Park, NJ 07932 Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE 19890 Gentlemen: This letter is to amend the Stock Purchase Agreement entered into among Global Technovations, Inc. (formerly known as Top Source Technologies, Inc.) (the "Company") and the addressees of this letter on November 17, 1998, in the following respects: 1. The second certificate of designation for the Series B Convertible Redeemable Preferred Stock (the "Series B Preferred") shall be amended in order to extend the time of the Company to redeem the Series B Preferred at 115% of Stated Value plus accrued dividends through and including December 31, 2001, and the Series B Preferred shall not be convertible prior to January 1, 2002, without the express written consent of the Company. The Company shall not be obligated to file a registration statement for the underlying common stock until on or about January 1, 2002. 2. In all other respects, the Stock Purchase Agreement is ratified and confirmed. 3. As consideration for this modification, the Company shall issue warrants to purchase 25,000 shares of its common stock at an exercise price of $.4375, expiring at 6:00 p.m. New York time on December 31, 2011. All of these warrant shall be issued to Wilmington Trust Co. and George Jeff Mennen Co-trustees U/A dated 11/25/70. Please execute a copy of this letter agreement evidencing your agreement to be bound. Sincerely yours, - ------------------------- William C. Willis, Jr. President & CEO We hereby agree to the foregoing. Wilmington Trust Co. and George Jeff Mennen, Co-Trustees U/A dated 11/25/70 BY:__________________________ George Jeff Mennen, Trustee George Jeff Mennen, Trustee U/A dated 10/23/85 f/b/o descendents of George S. Mennen BY:__________________________ George Jeff Mennen, Trustee