Exhibit 10.1
AGREEMENT
AGREEMENT (this “Agreement”),
dated as of May 10, 2009 (the “Effective Date”), by and
between GSV, Inc., a Delaware corporation (the
“Company”), and D. Emerald Investments Ltd., an Israeli
corporation (the “Investor”).
WITNESSETH
:
WHEREAS, pursuant to a Purchase Agreement dated as of May
11, 2004 (the “Purchase Agreement”), the Investor
purchased (i) a two-year 8% convertible promissory note in the
principal amount of $200,000 (the “Original Note”), and
(ii) a warrant to purchase up to 1,142,857 shares
(“Shares”) of common stock, par value $.001 per share
(“Common Stock”), of the Company, at a price of $.70
per share (the “Original Warrant” from the
Company;
WHEREAS , the Investor and the Company extended and
renewed the Original Note and Original Warrant such that the
maturity date of the Original Note became July 10, 2009, the last
date on which the Original Note could be converted into Common
Stock became July 10, 2009 and the expiration date of the Warrant
became May 10, 2009; and
WHEREAS , the Company and the Investor now desire to
amend and restate the terms of the Original Note and Original
Warrant in order to renew and extend again their respective rights
and obligations under such agreements.
NOW, THEREFORE
, in consideration of the premises,
the mutual covenants herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1.
Amendment and Restatement of Original Note.
The Original Note will be amended and restated in the
form of Exhibit A hereto (the “Substitute
Note”), which shall in all respects substitute for the
Original Note and shall be executed and delivered by the Company to
the Investor contemporaneously with this Agreement, together with
delivery by the Company to the Investor of the executed consent of
Polystick U.S. Corporation in the form of Exhibit B
hereto.
2.
Amendment and Restatement of Original Warrant
. The Original Warrant will be amended and restated in
the form of Exhibit B hereto (the “Substitute
Warrant”), which shall in all respects substitute for the
Original Warrant and shall be executed and delivered by the Company
to the Investor contemporaneously with this Agreement.
3.
Representations and Warranties of the Company
The Company hereby represents,
warrants and agrees to and with the Investor as follows:
(a)
Organization and Good Standing . The Company is a
corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite
corporate power and authority to carry on its business as now
conducted. The Company is duly qualified to transact business and
is in good standing in each jurisdiction in which the failure so to
qualify would have a material adverse effect on its business or
properties. The rights, preferences, privileges and
restrictions granted to or imposed upon the Shares, and the holders
thereof are as set forth in the Company's Certificate of
Incorporation and Certificates of Amendment thereof, Certificate of
Merger and Amended and Restated By-laws, true and complete copies
of which have been delivered to Investor and are attached as
Exhibit E to the Purchase Agreement, except insofar as such rights
are affected by the terms of the Company’s Series C preferred
stock, the provisions of which have been previously provided to the
Investor.
(b)
Authorization . All corporate action on the part
of the Company, its officers, directors and stockholders necessary
for the authorization, execution and delivery of this Agreement and
the performance of all obligations of the Company hereunder has
been taken. &
