EXHIBIT 10.4
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POLYSTICK U.S. CORPORATION
C/o GSV, Inc.
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May 11, 2004
D. Emerald Investments Ltd.
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Attention: ▇▇▇ ▇▇▇▇▇
Manager
Re: Voting Agreement
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Gentlemen:
Reference is made to the Purchase Agreement (the "Purchase Agreement")
dated as of the date hereof, by and between GSV, Inc. (the "Company") and D.
Emerald Investments Ltd. (the "Investor"). Any term used in this Voting
Agreement without definition shall have the meaning ascribed to such term in the
Purchase Agreement.
Polystick U.S. Corporation ("Polystick" or "the undersigned") acknowledges
that, pursuant to the Purchase Agreement, the Investor has a right, under
certain terms and conditions contained in the Purchase Agreement, to request the
Company to cause its Board of Directors to appoint a person designated by the
Investor to the Company's Board of Directors and, in addition, for so long as
the Investor holds at least eighty-five percent (85%) of the Common Stock issued
upon the exercise of the Warrant and conversion of the Convertible Note, to
nominate such person (or a different person designated by the Investor) to be
re-elected to the Company's Board of Directors in connection with any meeting of
the stockholders of the Company at which directors are to be elected. The
undersigned, the guarantor of the Company's obligations to the Investor under
the Convertible Note, has agreed to enter into this Voting Agreement and
accordingly, for good and valuable consideration, the receipt and sufficiency is
hereby acknowledged, hereby agrees as follows:
Upon such time as the Investor exercises the Warrant in full and converts
the Convertible Note in full, and the Company fails to fully and timely fulfill
any of its obligations to the Investor under Section 4(a) of the Purchase
Agreement, then, at the Investor's request upon written notice to the
undersigned, the undersigned will vote its shares of the Company's Series B
Convertible Preferred Stock, par value $.001 per share (the "Series B Preferred
Stock"), in favor of a nominee designated by the Investor in any election of
directors occurring during such time and for so long as the Investor holds at
least 85% of the Common Stock issued upon such exercise and conversion. Provided
that Polystick continues to have the right to designate and elect directors to
the Company's board of directors, any such nominee shall count as one of such
directors. In addition, the undersigned shall use all its power and authority as
provided by the
Company's amended and restated by-laws and the Certificate of Designations,
Preferences and Rights of the Series B Preferred Stock to convene, at the
Investor's request, meetings of stockholders as may be necessary, at the
Investor's sole discretion, in order to elect a nominee designated by the
Investor to the Company's Board of Directors.
The Investor's rights under this Agreement may not be assigned without the
prior written consent of Polystick.
Please sign below to indicate acceptance of the terms contained in this
Voting Agreement.
Very truly yours,
Polystick U.S. Corporation.
By:
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President
ACCEPTED AND AGREED TO:
D. Emerald Investments Ltd.
By:
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Manager
