Waiver Agreement between Southbridge Partners LP and Global Matrechs, Inc. Regarding Registration of Warrant Shares

Summary

Southbridge Partners LP has agreed to waive Global Matrechs, Inc.'s obligation to register shares of common stock underlying certain warrants and potential future convertible securities in the company's current registration statement. However, Southbridge Partners LP keeps the right to require registration of these shares in any future registration statements. This waiver applies only to the registration statement being filed as of July 8, 2005, and does not affect future rights.

EX-10.3 4 exh10-3_13671.txt WAIVER GRANTED BY SOUTHRIDGE PARTNERS LP EXHIBIT 10.3 ------------ SOUTHBRIDGE PARTNERS LP July 8, 2005 To: Global Matrechs, Inc. Mr. Sheppard: This letter serves as notice that with respect to the outstanding warrants issued by Global Matrechs, Inc. to Southbridge Partners LP ("SP") and currently held by SP in connection with various financings (the "Warrants"), SP hereby waives the obligation of Global to register shares of common stock underling the Warrants in the Company's pending registration statement to be filed as of today's date. All rights with respect to registration of shares underlying the Warrants on any future registration statement are hereby expressly reserved. With respect to any existing option held by SP to finance the Company at a future date, SP hereby waives the obligation of Global to register shares of common stock underling any convertible securities not yet issued, in connection with a future financing not yet consummated, if any, in the Company's pending registration statement to be filed as of today's date. All rights with respect to registration of the shares associated with any future financing on any future registration statement are hereby expressly reserved. Very truly yours, By: _________________