Amendment Agreement to Notes and Warrants between GlobalNet Corporation and Investors (April 29, 2005)

Summary

GlobalNet Corporation and several investment entities, including AJW Partners, LLC, New Millennium Capital Partners II, LLC, AJW Offshore, Ltd., and AJW Qualified Partners, LLC, have agreed to amend the terms of certain notes and warrants previously issued by the company. The amendments set a new conversion price, adjust the exercise price to $0.0036 per share, and extend the warrant expiration date to April 29, 2010. All other terms remain unchanged. The investors also consent to related transactions under a separate securities purchase agreement dated April 29, 2005.

EX-4.7 8 v017534_ex4-7.txt GLOBALNET CORPORATION 1919 S. Highland Avenue, Suite 125D Lombard, IL 60148 April 29, 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 (i) conversion price of certain notes and (2) the exercise price and maturity of certain warrants, both of which are convertible into shares of the Company's common stock, par value $.0001 per share (the "Common Stock"), 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 (individually, the "Notes" and the "Warrants"). 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 25%. 2. The exercise price shall be $.0036 per share. 3. The term for all of the Warrants shall be extended for an additional 5 year term such that the Warrants shall expire on April 29, 2010. 4. The Notes and Warrants are hereby amended in accordance with the foregoing provision. All other provisions of the Notes and the Warrants, as amended from time to time, shall remain in full force and effect. The Investors further consent to the transactions contemplated by the Securities Purchase Agreement dated April 29, 2005, and the related agreements in connection therewith, by and among the Company, AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified Partners, LLC, and New Millennium Capital Partners II, LLC. 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