Exhibit 10.1
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TERMINATION, SETTLEMENT AND RELEASE AGREEMENT
THIS
TERMINATION,
SETTLEMENT AND RELEASE
AGREEMENT (this
"Agreement") is
made as of November
30, 2005 by and between GSV, Inc., a Delaware corporation
("GSV"), and
116 Newark Avenue Corporation, a New Jersey corporation
("Landlord") (hereinafter individually a "Party," and together the
"Parties").
Background:
A.
GSV and Landlord are parties to that certain Lease Agreement dated June
11, 1998 (the "Lease")
pertaining to the third floor of the building located at
116-120 Newark Avenue, Jersey City, New Jersey (the
"Premises").
B.
The term of the Lease continues until December 31, 2008.
C.
In June 2001, with
Landlord's
consent, GSV sublet the Premises to
Nekema.com for the remainder of the term of the Lease. The rent on the sublease
was guaranteed by Lumbermens Mutual Casualty Company, d/b/a Kemper Insurance
Company ("Kemper"), until May 2003. In September 2002 Nekema.com
ceased business
operations and
defaulted on the sublease. Kemper made all payments of rent
due
under the sublease
through May 2003. GSV
ceased paying the rent
due under the
Lease in July 2003.
The accrued rent due under the Lease as of the date of this
Agreement is $356,249.04.
D.
Landlord represents that it presently owns the Premises and has not
assigned any of its rights under the Lease to any other person or
entity.
E.
The Parties desire to reflect their agreement as to certain
matters, and
to settle and compromise certain claims in connection with the terms and
conditions set forth below.
NOW,
THEREFORE,
for and in consideration of the agreements contained
herein, the adequacy and receipt of which are hereby acknowledged, the Parties
hereby agrees as follows:
1. Termination
of Lease. The Parties hereby agree that the Lease
is terminated,
effective as of the date of this Agreement, and that except as
set forth herein all rights and obligations of the Parties under the Lease
are
of no further force or
effect. GSV further
agrees that as of the
date of this
Agreement it has vacated the Premises, removed all equipment and goods or
other
property belonging to GSV, and left the Premises in broom clean
condition. As of
the date of this Agreement, all equipment, fixtures, goods or other
property not
removed by GSV shall be deemed abandoned, and the Landlord shall
have the right,
without any notice, to
sell or otherwise
dispose of the same at the expense of
GSV, and shall not be
accountable
to GSV for any part of
the proceeds of such
sale, if any. Upon execution and delivery of this
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Agreement, the
Landlord shall have the right to remove all
persons, goods,
fixtures and chattel from the Premises, without notice, without liability for
damages at GSV's cost.
Notwithstanding
any other provision to the contrary
contained in this Agreement, any and all indemnity obligations
of GSV contained
in Article 8th of the
Lease shall
continue in full force and effect from
and
after the date hereof.
2. Payments to Landlord. In full satisfaction of all amounts
payable by
GSV to Landlord
pursuant to the Lease, in full settlement of all issues,
disputes, controversies or claims between GSV and Landlord, and in
consideration
of Landlord's release of GSV contained in this Agreement, GSV
agrees that:
(a) Cash. GSV shall
pay Landlord a cash
payment of $70,000,
of
which $50,000 shall be paid on the date of execution of this
Agreement
and the balance of $20,000 will be paid one month thereafter.
(b) Security
Deposit. GSV hereby releases any claim to the
security deposit
previously
given to Landlord by GSV pursuant to
Article 13th
of the Lease, which shall become the property of
Landlord.
(c) Note. Upon execution of this Agreement, GSV shall deliver to
Landlord a
promissory
note in the form of
Exhibit A hereto in the
principal amount of
$356,249.04 (the
"Note"), dated the
date hereof
and executed by GSV. The Note shall mature 24 months after the date
of
execution of this
Agreement and shall bear interest at the rate of 7%
per annum. All
principal and interest
shall be due and
payable upon
maturity of the Note. Payment and performance of all obligations
under
the Note shall be guaranteed by Polystick U.S. Corporation
("Polystick") in the
form of Exhibit B hereto (the "Guaranty") and
secured by the Pledge
Agreement of Polystick in the form of Exhibit C
hereto (the
"Pledge Agreement"), each dated the date hereof and
executed by Polystick and delivered to Landlord.
(d) Shares.
Upon the execution of this Agreement, GSV shall
deliver to Landlord 200,000 shares of Series C Preferred Stock,
$.001
par value ("Series C Preferred Stock"), of GSV (the "Shares"),
which
shall have a liquidation preference over GSV's common stock, par
value
$.001 per share
("Common Stock"),
equal to $1 per share
of Series C
Preferred Stock and shall be convertible at the election of the
holder
into shares of
Common Stock initially at the rate of one share of
Common Stock for each
share of Series C Preferred Stock, all as set
forth in the form of
Certificate of
Designation attached
hereto as
Exhibit D hereto,
which shall have been filed with the Secretary of
State of Delaware on or prior to the date of execution of this
Agreement (this Agreement, together with the Note, the
Guaranty, the
Pledge Agreement and
such Certificate of
Designation,
referred to,
collectively, as the
"Settlement
Documents");
provided that as a
condition to
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GSV's obligation
to deliver the Note
and the Shares
Landlord shall
have executed
and delivered to GSV an investment representation
certificate in
the form of Exhibit E hereto (the "Investment
Representation Certificate").
(e) Legal Fees. Upon
the execution of this
Agreement GSV
shall
reimburse the legal
fees and costs of
Landlord up to a maximum of
$10,000.
3. Releases.
(a) Upon execution of this Agreement and Landlord's receipt of the
items set forth in Section 2 to be delivered at the execution, subject only to
the further delivery
of $20,000 as provided in Section 2(a), Landlord hereby
fully releases and
forever discharges
GSV, its direct and indirect
parents,
subsidiaries and affiliates, together with their respective
officers, directors,
partners,
shareholders,
employees and agents (collectively, the "GSV Group"),
from and against any and all actions, causes of action,
lawsuits, liabilities,
claims, demands,
damages, expenses, loss of compensation, liabilities and
obligations of any nature whatsoever, whether known or not known,
and whether
now existing, that it may now or hereafter have or claim to have
against the GSV
Group or any member
thereof, for, upon, or
by reason of any matter, event, or
cause of any kind,
arising out of or
related to the Lease,
including but not
limited to claims of breach of contract, defamation, libel or
slander; provided,
however, that such
release and discharge
shall not operate with respect to the
provisions of the Settlement Documents, or any of them.
(b) Upon execution
of this Agreement, GSV hereby fully releases
and discharges
Landlord and its direct and indirect parents, subsidiaries and
affiliates, together
with their respective officers, directors, partners,
shareholders, employees and agents (collectively, the "Landlord
Group") from and
against any and all actions, causes of action, lawsuits, liabilities, claims,
demands, damages, expenses, loss of compensation, liabilities and
obligations of
any nature whatsoever,
whether known or not known, and whether now existing,
that it may now or hereafter have or claim to have against the
Landlord Group or
any member thereof,
for, upon, or by
reason of any matter,
event, or cause of
any kind, arising out
of or related to the Lease, including but not limited to
claims of breach of contract, defamation, libel or slander; provided,
however,
that such release and discharge shall not operate with respect to
the provisions
of the Settlement Documents, or any of them.
(c) It is expressly agreed that this Agreement is a full and
final settlement,
release, discharge of
and from any and all claims, actions,
demands, damages, causes of action, held or possessed by the
Parties, in any way
related to the Lease, subject to the terms and conditions
hereof.
4. No Admission of Liability. It is further understood and agreed
that
this Agreement
is entered into in
full, final,
and complete compromise of
disputed claims and
causes of action as aforesaid and is not to be construed as
an admission
of liability or waiver of any
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defenses and that the Parties have expressly denied any and all liability and
negligence and
expressly reserved any and all rights to any
and all available
defenses of any nature whatsoever.
5. Governing
Law. This Agreement will be construed and
interpreted in
accordance with the
laws of the State of New Jersey, without giving effect to
the choice or conflict of law principles thereof.
6. Entire Agreement.
This Agreement represents the entire understanding
between the Parties with respect to the subject matter contained herein, and
supersedes all prior
written or oral
understandings
or representations. No
modification,
amendment or waiver of any terms or conditions of this Agreement
will be effective unless made in a writing dated subsequently
hereto and signed
by the Parties.
7. Representations.
(a) Each of the Parties ackno
