Unassociated Document


    AGREEMENT

    


    AGREEMENT
      (this
      “Agreement”), dated
      as
      of May 10, 2008 (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, 2008,
      the last date on which the Original Note could be converted into Common Stock
      became July 10, 2008 and the expiration date of the Warrant became May 10,
      2008;
      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.

    


    
      
         

      

      
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    (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. This Agreement constitutes the valid and legally binding obligation
      of the Company, enforceable in accordance with its terms, except (i) as limited
      by applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws
      of general application affecting enforcement of creditors' rights generally,
      and
      (ii) as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies. 

    


    4.    Representations
      and Warranties of Investor

    


    The
      Investor hereby represents, warrants and agrees to and with the Company as
      follows: 

    


    (a)    Organization,
      Good Standing.
      The
      Investor is a corporation duly organized, validly existing and in good standing
      under the laws of Israel. 

    


    (b)    Authorization.
      All
      corporate action on the part of the Investor, its officers, directors and
      stockholders, necessary for the authorization, execution and delivery of this
      Agreement and the performance of all obligations of the Investor hereunder
      has
      been taken. This Agreement constitutes the valid and legally binding obligation
      of the Investor, enforceable in accordance with its terms, except (i) as limited
      by applicable bankruptcy, insolvency, reorganization, moratorium and other
      laws
      of general application affecting enforcement of creditors’ rights generally, and
      (ii) as limited by laws relating to the availability of specific performance,
      injunctive relief or other equitable remedies.

    


    5.    Miscellaneous.

    


    (a)    Further
      Assurances.
      The
      parties to this Agreement agree to execute and deliver any and all papers and
      documents that may be necessary to carry out the terms of this
      Agreement.

    


    (b)    Entire
      Agreement.
      Except
      as otherwise provided in this Agreement or the Purchase Agreement, this
      Agreement, the Purchase Agreement, the Substitute Note and the Substitute
      Warrant contain the entire agreement among the parties hereto and there are
      no
      agreements, representations or warranties that are not set forth herein. This
      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.

    


    (c)    Binding
      Effect,
      Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the successors
      of
      the respective parties hereto. 

    


    
      
         

      

      
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    (d)    Governing
      Law and Jurisdiction.
      This
      Agreement will be deemed to have been made and delivered in New York City and
      will be governed as to validity, interpretation, construction, effect and in
      all
      other respects by the internal laws of the State of New York. Each of the
      Company and the Investor hereby (i) agrees that any legal suit, action or
      proceeding arising out of or relating to this Agreement will be instituted
      exclusively in New York State Supreme Court, County of New York or in the United
      States District Court for the Southern District of New York, (ii) waives any
      objection to the venue of any such suit, action or proceeding and the right
      to
      assert that such forum is not a convenient forum for such suit, action or
      proceeding, (iii) irrevocably consents to the jurisdiction of the New York
      State
      Supreme Court, County of New York and the United States District Court for
      the
      Southern District of New York in any such suit, action or proceeding, (iv)
      agrees to accept and acknowledge service of any and all process that may be
      served in any such suit, action or proceeding in New York State Supreme Court,
      County of New York or in the United States District Court for the Southern
      District of New York and (v) agrees that service of process upon it mailed
      by
      certified mail to its address set forth in Section 5(f) below will be deemed
      in
      every respect effective service of process upon it in any suit, action or
      proceeding.

    


    (e)    Notices.
      All
      notices, consents, requests, demands and other communications herein shall
      be in
      writing and shall be deemed duly given to any party or parties (a) upon delivery
      to the address of the party or parties as specified below if delivered in person
      or any courier or if sent by certified or registered mail (return receipt
      requested); or (b) upon dispatch if transmitted by confirmed telecopy or other
      means of confirmed facsimile transmissions, in each case as addressed to such
      party or parties at their addresses as set forth in the Purchase Agreement.
      The
      parties hereto may designate different addresses or facsimile numbers by written
      notice in the aforesaid manner. 

    


    (f)    Survival
      of Representations and Warranties.
      The
      representations, warranties and covenants of the Company and the Investor
      contained in or made pursuant to this Agreement shall survive the execution
      and
      delivery of this Agreement and shall in no way be affected by any investigation
      of the subject matter thereof by or on behalf of the Investor or the Company.
      

    


    (g)    Severability.
      In the
      event any provision of this Agreement is found to be void and unenforceable
      by a
      court of competent jurisdiction, the remaining provisions of this Agreement
      shall nevertheless be binding upon the parties with the same effect as though
      the void or unenforceable part had been severed and deleted.

    


    (h)    Counterparts.
      This
      Agreement may be signed in two counterparts, each of which shall be an original
      and both of which together shall constitute one and the same instrument. It
      shall not be necessary in making proof of this Agreement or any counterpart
      hereof to produce or account for any of the other counterparts.

    


    [Signatures
      appear on following page]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      parties hereto have caused this Agreement to be executed as of the date first
      written above.

    


    


    
      	 	GSV, INC.
	 	 
	 	 
	 	By:  
/s/
              Gilad
              Gat                              
	 	Name:    Gilad
              Gat
	 	Title:     
              Chief
              Executive Officer and President
	 	 
	 	 
	 	D. EMERALD INVESTMENTS
              LTD.
	 	 
	 	 
	 	By:   /s/
              Roy
              Harel                             
              
	 	Name:    Roy
              Harel
	 	Title:     
              Manager


    

     

    
      
         

      

      
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