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Exhibit 99.4
AMENDED STOCK PURCHASE AGREEMENT
THIS AGREEMENT MADE THE 28TH DAY OF JUNE, 2000.
BETWEEN:
IMPERIUM CAPITAL (USA), INC., A COMPANY INCORPORATED UNDER THE
LAWS OF DELAWARE, HAVING A REGISTERED OFFICE AND ADDRESS AT
0000 XXXXXX XXXXXX, XXXXXXXXXX, XXXXXXXX 00000.
("IMPERIUM" OR "PURCHASER")
AND:
XXXXXX XXXXXXX, a businessman, having an address at 000 X.
Xxxxxxx, Xxxxx Xxxx, Xxxxxxxx 00000
("XXXXXX XXXXXXX")
WHEREAS:
A. On June 28, 2000, the Seller and Purchaser entered into a purchase and
sale amending agreement (the "Purchaser Agreement") which replaced the
March 22, 2000 purchase and sale agreement between the parities. Under
the Purchase Agreement Imperium was to acquire 700,000 shares of common
stock of GlobalNet, Inc. directly from the Seller and the Seller in his
capacity as a director and officer of GlobalNet, Inc. use its best
effort to have Imperium receive a warrant to acquire an additional
800,000 shares of common stock at an exercisable price of $1.00 per
share to be exercise for one year.
B. This Agreement amends the terms of the Purchase Agreement concerning
the warrant acquisition portion of that agreement and instead provides
for Xxxxxx Xxxxxxx to place 800,000 shares of GlobalNet, Inc. which he
currently owns in trust with Venture Law Corporation as trustee for a
period of ten months from the date of this Agreement during which time
Imperium Capital, Inc. has the right to purchase those shares for $1.00
each. On receipt of payment in Trust Venture Law Corporation will
release the stares to Imperium Capital Corp. and pay the all sums
received immediately as directed by Xxxxxx Xxxxxxx.
NOW THEREFORE, for valuable consideration and upon the mutual covenants and
promises contained herein, the parties hereto agree as follows:
1. WARRANTS TERMINATED. All references in the Purchase Agreement to
warrants are removed. Any warrants issued to Imperium are considered
void and non-exerciseable on signing this agreement.
2. DELIVERY OF STOCK CERTIFICATE AND WARRANTS. Xxxxxx Xxxxxxx agrees to
deliver 800,000 shares of common stock of GlobalNet, Inc. (the
"Shares") which he owns in trust with Venture Law Corporation as
trustee for a period of ten months from the date of this Agreement. The
Shares will be accompanied by Xx. Xxxxxxx'x xxxxxx of attorney's made
in blank with requisite Medallion Guarantees in a form acceptable to
the transfer agent of GlobalNet, Inc. to transfer the Shares.
3. CONSIDERATION AND PAYMENT FOR THE SHARES. At any time during ten months
from the date of this Agreement Imperium may acquire all or any portion
of the Shares at a purchase price of one dollar per share ($1.00 per
Share) for an aggregate purchase price of Eight Hundred Thousand
($800,000) Dollars in U.S. currency. All payments for Shares are to be
made to Venture Law Corporation, acting as trustee to this transaction.
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4. RELEASE OF SHARES AND MONIES. Venture Law Corporation will release the
shares to Imperium Capital Corp. and pay the all sums received as
directed by Xxxxxx Xxxxxxx immediately on receipt of payment by Venture
Law Corporation for the Shares in trust. Venture Law Corporation will
return all or the portion of the Shares held in trust pursuant to this
Agreement to Xxxxxx Xxxxxxx that have not been paid for by Imperium
within ten months from the date of this Agreement (June 4, 2001).
5. SHARES ARE CONSIDERED RESTRICTED. Imperium understands that the shares
on transfer will be legended with the following restriction:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT") AND ARE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144
PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD OR
OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (1) IN
CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SHARES UNDER THE ACT OR (2) IN COMPLIANCE WITH RULE 144, OR
(3) PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT
SUBJECT TO THE ACT."
6. TRUSTEE INDEMNITY. The parties hereby jointly and severally agree to
and to hereby release and indemnify and save harmless the Trustee,
Venture Law Corporation, from and against all claims, suits, demands,
costs, damages and expenses which may be occasioned by reason of the
Trustee's compliance in good faith with terms of this Agreement.
7. BINDING AGREEMENT. The understandings contained herein constitute a
binding agreement among the parties and expresses their intent with
respect to one another.
GENERAL
8. All other terms of the Purchase Agreement will remain the same.
9. The Purchase Agreement remains in full force and effect except as
expressly amended by this Amending Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
Buyer:
IMPERIUM CAPITAL (USA), INC.
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By: Xxxxxx Xxxxxxx Per: Xxxxx Gushiak, President
Trustee:
VENTURE LAW CORPORATION
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Per: Xxxxx X. Xxxxxxx
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