March 16, 2018 Via Electronic Mail Holosfind S.A.

Exhibit 6.1

  

March 16, 2018

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. 12 to the Forbearance Agreement (the “Twelfth Amendment”)

Gentlemen:

Reference is made to that certain Amendment to the Forbearance Agreement, dated February 27, 2018 (the “Eleventh Amendment”), by and among the Holosfind S.A. (the “Company”), Digital Social Retail, Inc. (“DSR”), and MG Partners II Limited (“MGP II”), pursuant to which the parties agreed to extend the deadline for DSR’s Filed Registration Statement to March 20, 2018. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Eleventh Amendment.

Pursuant to recent conversations between the parties, the parties now wish to amend the terms of the Eleventh Amendment in order to extend the forbearance deadline from March 20, 2018 to March 31, 2018.

Except as expressly set forth herein, all of the terms and conditions of the Transaction Documents, the Forbearance Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment and any and all Transaction Documents remain unchanged and are in full force and effect. Any discrepancies between this Twelfth Amendment and the Transaction Documents, the Forbearance Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, and/or the Eleventh Amendment shall be resolved in favor of this Twelfth Amendment. This Twelfth Amendment may not be modified or amended except pursuant to a further written agreement signed by the party to be charged therewith.

 

This Twelfth Amendment shall be limited as written in the manner and to the extent described above and nothing in this Twelfth Amendment shall be deemed to constitute a waiver of compliance by the Company or DSR with respect to any other term, provision or condition of the Transaction Documents, the Forbearance Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Tenth Amendment, the Eleventh Amendment or any other instrument or agreement referred to therein.

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/ Xxxxxxx Xxxxxxxx
		Name:   Xxxxxxx Xxxxxxxx
		Title:     Director
	By:	/s/ Xxxxx Xxxxx
		Name:   Xxxxx Xxxxx
		Title:     Director

Acknowledged, Confirmed and Agreed To:
HOLOSFIND, S.A.
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:  Xxxxxxx Xxxxxxxxx
	Title:    CEO
DIGITAL SOCIAL RETAIL, INC.
By:	/s/ Xxxxxxx Xxxxxxxxx
	Name:  Xxxxxxx Xxxxxxxxx
	Title:    CEO