GSV, INC. Westport, Connecticut 06880
GSV,
INC.
000
Xxxx Xxxx
Xxxxxxxx,
Xxxxxxxxxxx 00000
April 16,
2009
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 October 17, 2008, as amended, in the principal amount of
$150,000 (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 October 17, 2008, the
Note was amended to extend its maturity date to March 1, 2009 (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 March 1, 2009, there was $15,878. 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 forty thousand dollars ($140,000) and (ii) extend the
maturity date of the Note to September 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.
April
16, 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. | |||
|
By:
|
/s/ Gilad Gat | ||
| 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
