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UNCONDITIONAL GUARANTY AGREEMENT
This
Unconditional Guaranty Agreement (this "Guaranty") is given
this 6th day of June, 2008, by
Chips & Bits, Inc., a Vermont
corporation
, Strategy Plus, Inc., a Vermont
corporation
, tglo.com, inc., a
Delaware corporation,
Direct Partner Telecom, Inc., a
Florida corporation,
Tralliance Corporation, a
New York corporation, and
Tralliance Partners International Corp.
, a Delaware corporation (each a “
Guarantor ”
and collectively, the "
Guarantor "`)
in conjunction with that certain Revolving Loan Agreement dated
June 6th, 2008, (the "Revolving Loan Agreement") by and
between
theglobe.com, inc .,
a Delaware corporation (the “Borrower") and Dancing Bear
Investments, Inc., a Florida corporation (the "
Lender ").
WITNESSETH:
A.
In
order to induce Lender to enter into the Revolving Loan
Agreement and in furtherance of covenants and undertakings
pursuant to that certain Revolving Loan 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 Revolving Loan
Agreement (or in any of the promissory notes issued to the
Lender 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 Revolving Loan Agreement, this Agreement and the Security
Agreement of even date, the “Note Documentation”),
the Guarantor will pay to the Lender such sums and comply with
such obligations on demand by the Lender in the manner
provided in the Note Documentation. 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 Revolving Loan
Agreement, and of the sum of TEN DOLLARS ($10.00) paid to Guarantor
by the Lender, the receipt and adequacy whereof is hereby
acknowledged, and as part of the consideration for the execution by
the Lender of the Revolving Loan Agreement, each Guarantor hereby
covenants and agrees with the Lender as follows:
1.
Guaranty of Borrower’s Obligations. Each
Guarantor, jointly and severally, irrevocably, absolutely and
unconditionally guarantees to Lender 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 Lender and its 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
Lender.
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 Lender to be due has actually
been paid to the Lender. Any release of any Guarantor from this
Guarantor shall not affect the obligation and liability of the
remaining Guarantors.
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
Lender.
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 Lender 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 or
certified mail (postage prepaid, return receipt requested), or (iv)
sent by recognized overnight courier service to the relevant party
at its/his/her address listed below (or at such other address as
the relevant Guarantor or the Lender may specify by written notice
in accordance with this paragraph). Each such notice shall be
deemed delivered (a) on the date delivered if by personal delivery;
(b) on the dat
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