February 7, 2017 Via Electronic Mail Holosfind S.A.

Exhibit 6.8

 

February 7, 2017

Via Electronic Mail

Holosfind S.A.

00 xxx xx xx Xxxx, 00000

Xxxxx, Xxxxxx

Attn: Xxxxxxx Xxxxxxxxx

Digital Social Retail, Inc.

0000 Xxxxx Xxxxxx, Xxxxx 000

Xxx Xxxx, XX 00000

Attn: Xxxxxxx Xxxxxxxxx

Re: Amendment No. 3 to the Forbearance Agreement (the “Third Amendment”)

Gentlemen:

Reference is made to that certain Amendment to the Forbearance Agreement, dated January 19, 2017, by and among the Company, DSR, and MGP II (the “Second Amendment”), pursuant to which the parties agreed to extend the deadline for DSR’s Filed Registration Statement from January 15, 2017 to January 31, 2017. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Second Amendment.

Pursuant to recent conversations between the parties, the parties now wish to amend the terms of the Second Amendment in order to extend the deadline for DSR’s Filed Registration Statement in accordance with the following terms:

The parties hereby agree that DSR shall provide MGP II with evidence of DSR’s Filed Registration Statement on or before February 17, 2017.

Except as expressly set forth herein, all of the terms and conditions of the Investment Agreement, the Pledge Agreement, the Forbearance Agreement, the First Amendment, the Second Amendment, and any and all transaction documents related thereto (the “Transaction Documents”) remain unchanged and are in full force and effect. For the avoidance of doubt, the forbearance deadline of March 31, 2017, as described in the Forbearance Agreement, shall remain in full force and effect, and if the obligations described in the Forbearance Agreement, as amended, are not satisfied by March 31, 2017, then MGP II shall have the ability to exercise the rights to which it is entitled under the Transaction Documents. This Third Amendment may not be modified or amended except pursuant to a further written agreement signed by the party to be charged therewith.

 

Kindly confirm your agreement with the above by signing in the space indicated below and by PDFing a partially executed copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

	Very truly yours,
	MG PARTNERS II LTD.
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title:  Director

	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title:  Director

Acknowledged, Confirmed and Agreed To:

HOLOSFIND, S.A.

By:	/s/ Xxxxxxx Xxxxxxxxx
	Name: Xxxxxxx Xxxxxxxxx
	Title:  President, a duly authorized representative of the above entity

DIGITAL SOCIAL RETAIL, INC.

By:	/s/ Xxxxxxx Xxxxxxxxx
	Name: Xxxxxxx Xxxxxxxxx
	Title:  President, a duly authorized representative of the above entity