PROMISSORY NOTE AMENDMENT AGREEMENT
EXHIBIT
10.1
THIS
AGREEMENT
made as
of this 24th
day of
May, 2006, among Global Matrechs, Inc. a Delaware corporation (the “Issuer”),
MacNab LLC, a Cayman Islands limited liability company, and Southridge
Partners LP, a Delaware limited partnership (MacNab LLC and Southridge Partners
LP hereinafter the “Holders”). Each capitalized term used but not defined herein
shall have the meaning assigned in the Notes (as defined below). The terms
and
conditions of the Notes, except as modified by this Amendment, remain in full
force and effect.
R
E C I T A L S
WHEREAS,
the Holders hold various Promissory Notes issued by Issuer (the “Notes”), listed
in Exhibit A hereto, in return for money lent to the Issuer; and
WHEREAS,
the Holders currently have the right to demand the redemption of the Notes
by
Issuer in cash; and
WHEREAS,
the parties now wish to amend and modify certain provisions of the Notes.
NOW,
THEREFORE,
in
consideration of the mutual promises contained herein, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
Each
Note
shall be amended as follows:
A. The
Maturity Date shall be December 31, 2008.
B. Section
1
shall be deleted in its entirety and replaced with the following:
“The
Payee shall have the option to convert (a “Conversion”)
at any
time or from time to time all or a portion of the outstanding principal and
interest on this Note into a number of shares of common stock, $0.0001 par
value
per share (the “Common
Stock”)
obtained by dividing the amount of principal and interest being so converted
by
the Conversion Price for such Conversion
1
(the
“Conversion
Shares”),
by
delivering a written notice to the Maker setting forth the principal and
interest to be so converted. With respect to any Conversion, the “Conversion
Price”
shall
be equal to eighty percent (80%) of the average of the seven (7) lowest closing
bid prices for the ten (10) trading days immediately preceding the date in
which
the Issuer receives written notice by Holder of its election to effect such
Conversion pursuant to this Section 1.”
C. Section
3
shall be deleted in its entirety and replaced with the following:
“Prepayment The
Maker
shall have the right to redeem this Note at any time by providing written notice
to the Payee and making a cash payment to the Payee of the outstanding principal
amount of the Note multiplied by 120%, plus all accrued interest: Written notice
to the Payee shall be received at least 5 business days prior to the date of
redemption payment (“Redemption Date”). If the redemption payment is not made on
or before the Redemption Date, the redemption notice shall be rendered null
and
void and the Payee thereafter shall have the right to convert any portion of
the
outstanding principal of the Note.”
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
| GLOBAL MATRECHS, INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx Xxxxxxxx | |
|
Name: Xxxxxxx Xxxxxxxx |
||
| Title: President | ||
| MACNAB LLC | ||
| |
|
|
| By: | /s/ | |
|
Name: Navigator Management |
||
| Title: Director | ||
| SOUTHRIDGE PARTNERS LP | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxx | |
|
Name: Xxxxxxx X. Xxxxx |
||
| Title: General Partner and President | ||
2
EXHIBIT
A
PROMISSORY
NOTES
| A) |
Nonnegotiable
2% Secured Convertible Promissory Note dated October 19, 2004 in
the
principal amount of $250,000.00;
|
| B) |
Nonnegotiable
2% Secured Convertible Promissory Note dated January 31, 2005 in
the
principal amount of $250,000.00;
|
| C) |
Nonnegotiable
2% Secured Convertible Promissory Note dated March 2, 2005 in the
principal amount of $175,000.00;
|
| D) |
Nonnegotiable
2% Secured Convertible Promissory Note dated April 27, 2005 in the
principal amount of $125,000.00;
|
| E) |
Nonnegotiable
2% Secured Convertible Promissory Note dated May 12, 2005 in the
principal
amount of $125,000.00;
|
| F) |
Nonnegotiable
2% Secured Convertible Promissory Note dated June 14, 2005 in the
principal amount of $100,000.00;
|
| G) |
Nonnegotiable
2% Secured Convertible Promissory Note dated July 14, 2005 in the
principal amount of $175,000.00;
|
| H) |
Nonnegotiable
2% Secured Convertible Promissory Note dated August 1, 2005 in the
principal amount of $170,000.00;
|
| I) |
Nonnegotiable
2% Secured Convertible Promissory Note dated September 14, 2005 in
the
principal amount of $100,000.00;
|
| J) |
Nonnegotiable
2% Secured Convertible Promissory Note dated October 3, 2005 in the
principal amount of $50,000.00;
|
3
