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.
1
<PAGE>
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
regist
