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EXHIBIT 4.3
UNCONDITIONAL GUARANTY AGREEMENT
This Unconditional Guaranty Agreement (this "Guaranty") is given
this 22nd
day of April, 2005, by Chips & Bits, Inc., a Vermont
corporation, Strategy Plus,
Inc., a Vermont corporation, Voiceglo Holdings, Inc., a Delaware
corporation,
Direct Partner Telecom, Inc., a Florida corporation, TC
Acquisition Holdings
Corp., a Delaware corporation, and SendTec, Inc., a Florida
corporation (each a
"Guarantor" and collectively, the "Guarantor"`) in conjunction
with that certain
Note Purchase Agreement dated April 22, 2005, (the "Note
Purchase Agreement") by
and between theglobe.com, inc., a Delaware corporation (the
"Borrower") and the
Investors listed on Schedule "A" attached thereto, as the same
may be updated
from time to time in accordance with the provisions of such
Agreement (the
"Investors").
W I T N E S S E T H:
A. In order to induce Investors to enter into the Note Purchase
Agreement
and in furtherance of covenants and undertakings pursuant to
that certain Note
Purchase Agreement, each Guarantor does hereby undertake and
agree that, if for
any reason the Borrower does not make payment of any such sums
or comply with
any such obligations by the time, on the date and otherwise in
the manner
specified in the Note Purchase Agreement (or in any of the
promissory notes
issued to the Investors in connection therewith, whether such
notes are issued
at the initial closing thereof or any subsequent additional
closing (the
"Notes")) (the Notes together with the Note Purchase Agreement,
this Agreement
and the Security Agreement of even date, the "Note
Documentation"), the
Guarantor will pay to the Investors such sums and comply with
such obligations
on demand by the Investors in the manner provided in the Note
Documentation. For
purposes of this Guaranty, the holders of Notes representing at
least a majority
of the outstanding principal of all the Notes in the aggregate
issued pursuant
to the Note Purchase Agreement are referred to herein as the
"Majority Holders."
Each Guarantor agrees that its obligations hereunder shall be
joint and several
with each other Guarantor; and
B. Each Guarantor is a subsidiary of the Borrower, and will
substantially
benefit, economically and otherwise, from the Borrower executing
the Note
Documentation and from the proceeds of the loans derived
therefrom.
NOW, THEREFORE, in consideration of the premises herein, in the
Note
Purchase Agreement, and of the sum of TEN DOLLARS ($10.00) paid
to Guarantor by
the Investors, the receipt and adequacy whereof is hereby
acknowledged, and as
part of the consideration for the execution by the Investors of
the Note
Purchase Agreement, each Guarantor hereby covenants and agrees
with the
Investors as follows:
1. Guaranty of Borrower's Obligations. Each Guarantor, jointly
and
severally, irrevocably, absolutely and unconditionally
guarantees to Investors
the due and punctual payment, when due, by acceleration or
otherwise, of all
obligations to pay under the Note Documentation and performance
of all of the
obligations of the Note Documentation and related documents.
2. Absolute and Unconditional Guaranty. This is also an absolute
and
unconditional Guaranty pursuant to which the obligations of the
Guarantors may
be enforced without first having recourse to the Borrower, any
other Guarantor
or person or any other agreement, security, guaranty or
indemnity.
3. General Guaranty. This Guaranty is a general guaranty and
shall inure
to the benefit of the Investors and their successors and
assigns. The
obligations of each Guarantor under this Guaranty shall be
binding on each of
the Guarantors and their respective successors and assigns. No
Guarantor may
assign its rights or transfer its obligations under this
Guaranty without the
prior written approval of the Majority Holders.
4. Waiver of Defenses. Each Guarantor specifically waives any
and all
defenses to any action or proceeding brought to enforce this
Guaranty or any
part of this Guaranty, either at law or in equity, except for
the defense that
the sum claimed by the Investors to be due has actually been
paid to the
Investors. Any release of any Guarantor from this Guarantor
shall not affect the
obligation and liability of the remaining Guarantors.
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5. Waiver of Jury Trial. Each Guarantor hereby knowingly,
voluntarily, and
intentionally, waives the right it may have to a trial by jury
in respect of any
litigation based on, or arising out of, under or in connection
with this
Guaranty and any document executed in conjunction herewith or
any course of
conduct, course of dealing, statement (whether oral or written)
or actions of or
by any Guarantor or the Investors.
6. Submission to Jurisdiction; Attorneys' Fees. Each Guarantor
irrevocably
and unconditionally (a) agrees that any suit, action or other
legal proceeding
arising out of or relating to this Guaranty shall be brought in
the circuit
court located in Broward County, Florida or the court of the
United States,
Southern District of Florida; (b) consents to the jurisdiction
of each such
court located in any such suit, action or proceeding; (c) waives
any objection
which it may have to the laying of venue of any such suit,
action or proceeding
in any of such courts; and (d) agrees that service of any court
paper may be
affected on such party by mail or in such other manner as may be
provided under
applicable laws or court rules in said state. Each Guarantor
further agrees to
pay all costs of collection, including reasonable attorneys'
fees, costs and
other legal expenses incurred by the Investors in attempting to
enforce the
Guarantors' obligations under this Guaranty.
7. Notices. All notices, requests, consents and other
communications under
this Guaranty shall be in writing and shall be (as elected by
the person giving
such notice) (i) hand delivered by messenger or courier service,
(ii)
telecommunicated, (iii) mailed by registered
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