June 23, 2009
Exhibit 10.4
June 23,
2009
D.
Emerald Investments Ltd.
00
Xxxxxxx Xx Xxxxxxx
Xxxxxxxxx,
Xxxxxx
Attention:
Xx. Xxx Xxxxx
Dear
Sirs:
Reference
is hereby made to (i) the Guaranty dated as of May 10, 2005 (the “Guaranty”)
by Polystick U.S. Corp. (the “Guarantor”)
in favor of D. Emerald Investments Ltd. (“Emerald”),
(ii) the Pledge Agreement dated as of May 10, 2005 (the “Pledge
Agreement”) between the Guarantor and Emerald and (iii) the Voting
Agreement dated May 11, 2004 between the Guarantor and Emerald (the “Voting
Agreement”).
Guarantor
hereby (i) waives notice of the restatement and amendment of the Convertible
Note effected pursuant to an agreement between GSV, Inc. and Emerald dated as of
May 10, 2009, and (ii) consents and agrees that each reference to the
Convertible Note contained in the Guaranty, the Pledge Agreement and the Voting
Agreement shall be deemed a reference to the Amended and Restated Promissory
Note dated as of May 10, 2009 executed by GSV, Inc. and delivered to
Emerald. The Guarantor hereby acknowledges and confirms the full
force and effect of the Guaranty, the Pledge Agreement and the Voting
Agreement.
Very
truly yours,
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POLYSTICK
U.S. CORP.
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By
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/s/ Xxxx
Xxxxx
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