Exhibit
10.2
Guaranty
For value received
and in consideration of advances made or to be made, or credit
given or to be given, or other financial accommodation afforded or
to be afforded to TUCOWS.COM CO., a company organized under the
laws of Nova Scotia (hereinafter designated as
“Borrower” ), by BANK OF MONTREAL, Toronto,
Ontario, Canada (hereinafter called the “Bank”
), from time to time, the undersigned hereby guarantees the full
and prompt payment to the Bank at maturity and at all times
thereafter of any and all indebtedness, obligations and liabilities
of every kind and nature of the Borrower to the Bank howsoever
evidenced, whether now existing or hereafter created or arising,
whether direct or indirect, absolute or contingent, or joint or
several, and howsoever owned, held or acquired, whether through
discount, overdraft, purchase, direct loan or as collateral, or
otherwise (hereinafter all such indebtedness, obligations and
liabilities being collectively referred to as the
“Indebtedness” ); and the undersigned further
agrees to pay all expenses, legal and/or otherwise (including court
costs and reasonable attorneys’ fees), paid or incurred by
the Bank in endeavoring to collect the Indebtedness, or any part
thereof, and in protecting, defending or enforcing this guaranty in
any litigation, bankruptcy or insolvency proceedings or
otherwise.
The undersigned
further acknowledges and agrees with the Bank that:
1.
This guaranty is a continuing, absolute and unconditional guaranty,
and shall remain in full force and effect until written notice of
its discontinuance shall be actually received by the Bank, and also
until any and all of the Indebtedness created, existing or
committed to before receipt of such notice shall be fully
paid. The death or dissolution of the undersigned shall not
terminate this guaranty until notice of such death or dissolution
shall have been actually received by the Bank, nor until all of the
Indebtedness created or existing before receipt of such notice
shall be fully paid. The granting of credit from time to time
by the Bank to the Borrower in excess of the amount to which the
right of recovery under this guaranty is limited and without notice
to the undersigned, is hereby also authorized and shall in no way
affect or impair this guaranty.
2.
In case of the death, incompetency, dissolution, liquidation or
insolvency (howsoever evidenced) of, or the institution of
bankruptcy or receivership proceedings against the Borrower or the
undersigned, all of the Indebtedness then existing shall, at the
option of the Bank, immediately become due or accrued and payable
from the undersigned. All dividends or other payments
received from the Borrower or on account of the Indebtedness from
whatsoever source, shall be taken and applied as payment in gross,
and this guaranty shall apply to and secure any ultimate balance
that shall remain owing to the Bank.
3.
The liability hereunder shall in no way be affected or impaired by
(and the Bank is hereby authorized to make from time to time,
without notice to anyone) any sale, pledge, surrender, compromise,
settlement, release, renewal, extension, indulgence, alteration,
substitution, exchange, change in, modification or other
disposition of any of the Indebtedness, either express or implied,
or of any contract or contracts evidencing any of the Indebtedness,
or of any security or collateral therefor. The liability
hereunder shall in no way be affected or impaired by any acceptance
by the Bank of any security for or other guarantors upon any of
the
Indebtedness, or by any
failure, neglect or omission on the part of the Bank to realize
upon or protect any of the Indebtedness, or any collateral or
security therefor, or to exercise any lien upon or right of
appropriation of any moneys, credits or property of the Borrower,
possessed by the Bank, toward the liquidation of the Indebtedness,
or by any application of payments or credits thereon. The
Bank shall have the exclusive right to determine how, when and what
application of payments and cred
