GSV, INC. Westport, Connecticut 06880 October 17, 2008
GSV,
INC.
000
Xxxx Xxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
October
17,
2008
Xxxxxx
Station Holdings, Inc.
c/x
Xxxxxxx Capital Corp.
000
Xxxxxxx Xxxxxx
Xxx
Xxxx,
Xxx Xxxx 00000
|
Re:
|
Waiver
of Default and Amendment of Promissory Note and Security
Agreement
|
Dear
Sirs:
Xxxxxx
Station Holdings, Inc. (“Xxxxxx Station”) holds an Amended and Restated
Promissory Note issued by GSV, Inc. (the “Company”) dated March 11, 2008, as
amended, in the principal amount of $160,000 (the “Note”). The Note bears
interest at the rate of 8% per annum and is secured by a first priority security
interest in all assets of the Company pursuant to a Security Agreement between
the Company and Xxxxxx Station dated as of July 21, 2003. By agreement dated
March 11, 2008, the Note was amended to extend its maturity date to September
1,
2008 (the “Old Maturity Date”).
Contemporaneously
with the execution of this letter agreement, the Company is paying Xxxxxx
Station $10,000.00, all of which is to be applied against the principal balance
of the Note. Xxxxxx Station hereby acknowledges receipt of such payment. As
of
September 1, 2008, there was $28,933.33
of
accrued and unpaid interest on the Note.
Xxxxxx
Station and the Company now wish to amend and restate the Note to (i) reduce
the
principal amount of the Note to one hundred fifty thousand dollars ($150,000)
and (ii) extend the maturity date of the Note to March 1, 2009, all as set
forth
in the form of the Second Amended and Restated Promissory Note in the form
of
Exhibit
A
hereto
(the “New Note”).
Now
therefore, the parties hereto hereby agree that:
1. Amendment
of Promissory Note.
The
Note is hereby amended and restated as set forth in the New Note, which New
Note
shall in all respects replace and supersede the existing terms and conditions
of
the Note and shall be executed and delivered by the Company to Xxxxxx Station
contemporaneously with this letter agreement.
2. Waiver
of Default.
Xxxxxx
Station hereby waives any claim against the Company or its assets arising from
the Company’s failure to pay the principal and accrued interest on the Note on
the Old Maturity Date or thereafter through the date of this letter agreement.
Xxxxxx
Station Holdings, Inc.
October
17, 2008
Page
2
3. Amendment
of Security Agreement.
Xxxxxx
Station and the Company hereby agree that each reference to the Promissory
Note
(the “Original Note”) in the Security Agreement between Xxxxxx Station and the
Company dated as of July 21, 2003 (the “Security Agreement”) shall be deemed to
be a reference to the New Note, as defined in this letter agreement, and that
the first priority security interest of Xxxxxx Station in the assets of the
Company created by the Security Agreement shall be uninterrupted by the
substitution of the Note for the Original Note and the New Note for the
Note.
4. Miscellaneous.
(i) Except
as
herein amended, the Note and the Security Agreement shall each remain in full
force and effect. This letter agreement may not be amended, revised, terminated
or waived except by an instrument in writing signed and delivered by the party
to be charged therewith.
(ii) This
letter agreement shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto.
(iii) This
letter agreement shall be construed and governed by the laws of the State of
New
York, applicable to agreements made and to be performed entirely
therein.
If
you
are in agreement with the foregoing, please sign below and return the original
to the Company, keeping a copy for your files.
|
Sincerely,
|
||
|
GSV,
INC.
|
||
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By:
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/s/ Gilad Gat | |
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Name:
Gilad Gat
|
||
|
Title:
Chief Executive Officer and
President
|
||
Acknowledged
and agreed:
XXXXXX
STATION HOLDINGS, INC.
|
By:
|
/s/
Xxxx
Xxxxxxxxx
|
|
Name:
Xxxx Xxxxxxxxx
|
|
Title:
President
|
2
Exhibit
A
SECOND
AMENDED AND RESTATED
PROMISSORY
NOTE
(See
Exhibit 10.2)
