Amendment Agreement to Notes and Warrants between GlobalNet Corporation and AJW Partners, LLC et al.

Summary

GlobalNet Corporation and several investment entities, including AJW Partners, LLC and others, have agreed to amend the terms of certain notes originally issued between 2003 and 2005. The amendment changes the conversion price terms and modifies specific language in the notes, while all other provisions remain unchanged. Both parties agree to take any further necessary actions to implement these changes. This agreement is effective upon signing by all parties.

EX-4.5 6 v031633_ex4-5.txt GLOBALNET CORPORATION 2616 South Loop West, Suite 660 Houston, Texas 77054 December 12, 2005 AJW Partners, LLC New Millennium Capital Partners II, LLC AJW Offshore, Ltd. AJW Qualified Partners, LLC 1044 Northern Boulevard Suite 302 Roslyn, New York 11576 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 -------------------------------------- Mark T. Wood President and Chief Executive Officer ACCEPTED AND AGREED: AJW PARTNERS, LLC. By: SMS GROUP, LLC - ----------------------------- Corey S. Ribotsky, Manager NEW MILLENNIUM CAPITAL PARTNERS II, LLC By: FIRST STREET MANAGER II, LLC, - ----------------------------- Corey S. Ribotsky, Manager AJW OFFSHORE, LTD. By: FIRST STREET MANAGER II, LLC - ----------------------------- Corey S. Ribotsky, Manager AJW QUALIFIED PARTNERS, LLC By: AJW MANAGER, LLC - ----------------------------- Corey S. Ribotsky, Manager