GUARANTY
IN CONSIDERATION of the investment of $200,000 being made by XXX XXXX
("Buyer"), in Global Sources Limited, a Delaware corporation (the "Company"),
the undersigned Xxxx Xxxxxxx and Xxxxx Xxxxxx (the "Guarantors"), jointly and
severally, hereby guaranty to Buyer full and prompt payment of the demand
redemption amount referred to in Section 5(d) of the Stock Purchase Agreement
dated as of the date hereof between the Company and Buyer, which Stock Purchase
Agreement is incorporated herein by reference and made a part hereof as if fully
set forth, in accordance with terms of said Section 5(d). For convenience, a
copy of Section 5(d) concerning the demand redemption amount is attached hereto
as Exhibit A. Capitalized terms stated herein and not defined shall have the
meaning assigned to such terms in the Stock Purchase Agreement.
Upon the failure of the Company to pay the demand redemption amount within
ten (10) business days of the date Xxxxx sends written notice to Global Sources
Limited of its demand redemption request via facsimile transmission, the
liability of the undersigned shall be effective immediately and payable on
written demand made by Xxxxx, without the necessity of any suit or action
against the Company or the Guarantors. No delay or omission in exercising any
right hereunder shall operate as a waiver of such right or any other right.
The Guarantors agree, jointly and severally, to pay Buyer the demand
redemption amount within three (3) business days of receiving written notice
from Buyer, via facsimile transmission, that the Company has not paid the demand
redemption amount within the ten (10) business day period as required. As stated
in the Stock Purchase
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Agreement, the demand redemption amount shall be equal to $0.75 per share of
Common Stock that the Buyer then owns and demands to be paid. The facsimile
number for notice to Xxxx Xxxxxxx is (000) 000-0000 and for Xxxxx Xxxxxx is
(000) 000-0000. A copy of any facsmile notice sent to Xx. Xxxxxxx or Xx. Xxxxxx
shall be sent to Xxxxxx Xxxx Xxxxxxxx, Esq., Xxxxxx Xxxxxx LLP, at (212)
704-6157.
Nothing contained in this Guaranty shall be deemed to establish or require
the payment of interest to Buyer at a rate in excess of the maximum rate of
interest permitted by govering law. In the event that the rate of interest
required to be paid exceeds the maximum rate of interest permitted by governing
law, the rate of interest required to be paid shall be automatically reduced to
the maximum rate permitted under the governing law and such excess shall be
returned with reasonably promptness by the Buyer to the undersigned guarantors.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Delaware. The parties agree that any dispute arising under
or with respect to or in connection with this Agreement, whether during the term
of this Agreement or at any subsequent time, shall be resolved fully and
exclusively by binding arbitration in accordance with the commercial rules then
in force of the American Arbitration Association and the proceedings taking
place in New York, New York. The parties agree to a panel of three arbitrators
and reasonable attorneys fees and costs shall be awarded to Buyer in the event
that the Guarantors, or either of them, is in default under the terms of this
Agreement.
This Agreement constitutes the entire agreement among the parties hereto
with respect to the subject matter hereof. There are no restrictions, promises,
warranties or
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undertakings, other than those set forth or referred to herein. This Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.
This Guaranty being made by the Guarantors shall inure to the benefit of
Buyer, its successors and permitted assigns, and it shall be binding upon the
undersigned, their legal representatives, heirs and assigns.
All pronouns and any variations thereof refer to the masculine, feminine
or neuter, singular or plural, as the context may require.
This Guaranty may be executed in one or more counterparts, each of which
will be deemed an original and all of which together will constitute one and the
same instrument. Notwithstanding anything contained herein to the contrary, it
is expressly agreed that the Guaranty may be executed with facsimile signatures.
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In Witness Whereof, the Guarantors have caused this instrument to be duly
executed this 12th day of July, 2000.
/s/ Xxxx Xxxxxxx
_____________________________ _____________________________
Witness Xxxx Xxxxxxx
/s/ Xxxxx Xxxxxx
_____________________________ _____________________________
Witness Xxxxx Xxxxxx
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STATE OF )
) ss:
COUNTY OF )
On this ___ day of July, 2000, before me, the undersigned personally
appeared XXXX XXXXXXX, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purpose therein contained.
In witness whereof I hereunto set my hand.
____________________________________
Notary Public
My Commission Expires: _____________
STATE OF )
) ss:
COUNTY OF )
On this ___ day of July, 2000, before me, the undersigned personally
appeared XXXXX XXXXXX, known to me (or satisfactorily proven) to be the person
whose name is subscribed to the within instrument and acknowledged that he
executed the same for the purpose therein contained.
In witness whereof I hereunto set my hand.
____________________________________
Notary Public
My Commission Expires: _____________
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EXHIBIT A
Section 5(d) from the Stock Purchase Agreement.
d. Demand Redemption. If any "Event of Default" by the Company (as defined below
in subsection (e)) under the terms of this Agreement or the Registration Rights
Agreement is continuing for more than thirty (30) calendar days, Buyer may at
its sole option send written notice of a demand redemption to the Company. Upon
receipt of the written notice from the Buyer, the Company shall within ten (10)
business days make a cash payment to Buyer equal to $0.75 per share of Common
Stock that the Buyer demands to be redeemed. The cash payment to be made by the
Company upon receipt of written notice of the demand redemption, shall be in
addition to any remedies or liquidated damages to which the Investor is entitled
up to the date written notice of the demand redemption is received by the
Company. Prior to and as a further condition of closing, Xx. Xxxx Xxxxxxx and
Xx. Xxxxx Xxxxxx, shall agree to guarantee the demand redemption amount as
guarantors and shall agree to be jointly and severally liable in the event that
the Company cannot satisfy the demand redemption request within the ten (10)
business day period mentioned above, and shall agree to pay Buyer the demand
redemption amount within three (3) business days of receiving written notice
from Buyer, via facsimile transmission, that the Company has not paid the demand
redemption amount within the ten (10) business day period as required. Any time
on and after December 29, 2000 and prior to April 1, 2001, whether or not there
is then existing an "Event of Default" (as defined below in subsection (e)),
Buyer may at its sole option send written notice of a demand redemption to the
Company; it being acknowledged and agreed that Xxxxx's option to give a notice
of demand redemption (as provided in this Section 5(d)) shall expire and be
without further force and effect at April 1, 2001. Upon receipt of the written
notice from the Buyer, the Company shall within ten (10) business days make a
cash payment to Buyer equal to $0.75 per share of Common Stock that the Buyer
demands to be redeemed. The cash payment to be made by the Company upon receipt
of written notice of the demand redemption, shall be in addition to any remedies
or liquidated damages to which the Investor is entitled up to the date written
notice of the demand redemption is received by the Company. Prior to and as a
further condition of closing, Xx. Xxxx Xxxxxxx and Xx. Xxxxx Xxxxxx, shall agree
to guarantee the demand redemption amount as guarantors and shall agree to be
jointly and severally liable in the event that the Company cannot satisfy the
demand redemption request within the ten (10) business day period mentioned
above, and shall agree to pay Buyer the demand redemption amount within three
(3) business days of receiving written notice from Buyer, via facsimile
transmission, that the Company has not paid the demand redemption amount within
the ten (10) business day period as required.
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