UNCONDITIONAL AND CONTINUING GUARANTY
UNCONDITIONAL AND CONTINUING GUARANTY
This UNCONDITIONAL AND CONTINUING GUARANTY (together with all Schedules
hereto, this “Agreement”) between KELTIC FINANCIAL PARTNERS II, LP, a Delaware limited
partnership (“Lender”) and iGAMBIT INC., corporation organized under the laws of the State of
Delaware (“Guarantor”), is dated the date of execution by Guarantor on the signature page of this
Agreement.
RECITALS: IGXGLOBAL CORP., a corporation organized under the laws of the State of Delaware
(“Borrower”) has delivered to Lender a Loan and Security Agreement dated on or about the date hereof
(the “Loan Agreement”), a Revolving Credit Note dated on or about the date hereof (the “Revolving
Credit Note”), and other documents, instruments and agreements in connection with the transactions
contemplated by the Loan Agreement pursuant to which Lender is extending certain credit facilities (the
“Credit Facilities”) to Borrower. Borrower is a wholly-owned subsidiary of Guarantor. Lender is
unwilling to extend the Credit Facilities to Borrower unless it receives this Agreement and Guarantor is
willing to enter into this Agreement in order to induce Lender to extend the Credit Facilities to Borrower.
AGREEMENT:
ARTICLE 1. DEFINITIONS. Unless defined in the Recitals, above, or in the body of this Agreement,
or in the Schedules hereto, capitalized terms have the meanings given to such terms in the Loan
Agreement. Each term defined in the singular shall be interpreted in a collective manner when used in the
plural, and each term defined in the plural shall be interpreted in an individual manner when used in the
singular.
ARTICLE 2. GUARANTY OF THE OBLIGATIONS.
2.1. Guaranty of the Obligations. Guarantor irrevocably, absolutely and unconditionally agrees
that upon the occurrence of an Event of Default Guarantor shall promptly pay to Lender and perform the
Obligations in full.
2.2. Nature of Guaranty. This Agreement is a guaranty of payment and performance and not of
collection. Lender may enforce the terms and provisions of this Agreement without being required to,
and Guarantor hereby waives any and all of Guarantor’s rights, if any, to require that Lender (a) bring any
action first against the Borrower or any other Person, (b) enforce or foreclose upon, any security interest
granted to Lender by Borrower in any Collateral, or any lien, charge, mortgage, pledge, security interest
or other encumbrance granted to Lender by any other Person (including Guarantor) in any Property of
such Person that secures payment or performance of the Obligations, (c) sell, lease, license or otherwise
dispose of any Collateral or any Property of any Person (including Guarantor), or (d) resort to any
security or to any balance of any deposit account or credit on the books of Lender in favor of Borrower or
of any other Person (including Guarantor).
2.3. Guarantor Obligations Unconditional. This Agreement and Guarantor’s liabilities and
obligations to Lender set forth in this Agreement shall remain in full force and effect until the Obligations
are finally and indefeasibly paid to Lender and performed in full. Guarantor’s liabilities and obligations
provided in this Agreement shall not be affected, modified or impaired by any state of facts or the
happening any event, occurrence or condition, or series of events, occurrences or conditions, including,
without limitation, any of the following, whether or not with notice to or the consent of Guarantor:
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(a) Any interruption in the business relationship of Borrower and/or Guarantor with Lender; or
(b) The invalidity, irregularity, illegality or unenforceability of, or any defect in any Loan
Document or any lien, charge, mortgage, pledge, security interest or other encumbrance granted to
Lender in or to the Collateral or in or to the Property of any other Person; or
(c) Any present or future law or order of any Governmental Unit purporting to reduce, amend or
otherwise affect any Loan Document, the Obligations (in whole or in part), any obligations or
liabilities of any other Obligor, Secondary obligor or Person providing a Supporting obligation with
respect to the Obligations; or
(d) The waiver, compromise, settlement, release or termination of (i) the Obligations, in whole or
in part, (ii) any right or remedy of Lender under any Load Document, or any liability, covenant,
agreement or other obligation of Borrower to Lender under any Loan Document, (iii) any right or
remedy of Lender under this Agreement, or any liability, covenant, agreement or other obligation of
Guarantor to Lender under this Agreement, or (iv) any liability, covenant, agreement or other
obligation of any Person providing a Supporting obligation (in whole or in part) to Lender in
connection with the transactions contemplated by the Loan Documents, or (v) any liability, covenant,
agreement or other obligation of any other party who has given Property as security for the payment
of the Credit Facilities or any part thereof; or
(e) The failure to give notice to Guarantor of the occurrence of an Event of Default under any
Loan Document; or
(f) The loss, release, sale, lease, license, disposition, exchange, or surrender of, or other change
in, any Collateral; or
(g) The extension of the time for payment of any principal of or interest payable on the
Obligations or of the time for performance of any Obligations, or other liabilities, obligations,
covenants or agreements under or arising out of any Loan Document, or the extension or renewal of
any thereof; or
(h) The modification or amendment (whether material or otherwise) of any Loan Document; or
(i) The performance of, or the omission to perform, any of the actions referred to in any Loan
Document; or
(j) Any failure, omission or delay on the part of Lender to enforce, assert or exercise any right,
power or remedy conferred on Lender in any Loan Document; or
(k) The voluntary or involuntary liquidation, dissolution, sale, lease, license or other disposition
of all or substantially all the Collateral, marshaling of Collateral and liabilities, receivership,
insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement,
composition with creditors or readjustment of, or other similar proceedings affecting, Guarantor or
Borrower or either of their Property, or any allegation or contest of the validity of any Loan
Document; or
(l) The default or failure of Guarantor to fully perform any agreement, covenant or obligation set
forth in this Agreement; or
(m) Any event or action that would, in the absence of this Section 2.3, result in the release or
discharge of Guarantor from the performance or observance of any obligation, covenant or agreement
contained in this Agreement (other than payment to Lender and performance of the Obligations in full
or a written release provided by Lender to Guarantor); or
(n) Any other circumstances which might otherwise constitute a legal or equitable discharge or
defense of a surety or a guarantor.
2.4. Reinstatement of Guaranty. The agreements, covenants, liabilities and obligations of
Guarantor set forth in this Agreement (including, but not limited to, the final and indefeasible payment to
Lender and performance of the Obligations in full) shall continue to be effective, or be reinstated, as the
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case may be, if at any time any payment in respect of the Obligations is rescinded or must otherwise be
restored or returned by Lender by reason of any bankruptcy, reorganization, arrangement, composition or
similar proceeding or as a result of the appointment of a receiver, intervenor or conservator of, or trustee
or similar officer for, Borrower, Guarantor or any other Person, or any Property of Borrower, Guarantor
or any other Person, or otherwise, all as though such payment had not been made.
2.5. Validity and Support Agreement; No Limitation. If Guarantor has executed and delivered a
Validity and Support Agreement to Lender in connection with the Obligations (a “Validity and Support
Agreement”), Guarantor acknowledges and agrees that this Agreement and Guarantor’s obligations and
liabilities hereunder shall not be abridged, impaired or otherwise limited by any obligation or liability of
Guarantor under such Validity and Support Agreement, or by Lender’s enforcement of any right or
remedy granted to, conferred upon or reserved to Lender under such Validity and Support Agreement.
ARTICLE 3. REPRESENTATIONS.
3.1. Approval of Loan Documents. Guarantor has reviewed and approved the form and substance
of each of the Loan Documents.
3.2. Capacity of Guarantor. Guarantor has the capacity to enter into this Agreement. The
execution, delivery and performance of this Agreement (a) are within Borrower’s organizational power,
(b) have been duly authorized by all necessary or proper actions of or pertaining to the Guarantor
(including the consent of directors, officers, managers, partners, shareholders and/or members, as
applicable), (c) are not in contravention of or Guarantor’s Charter Documents, or any provision of law,
and (d) do not require the consent or approval of any Governmental Unit or any other Person that has not
been obtained, and each such consent or approval obtained by Guarantor has been furnished to Lender
prior to the Effective Date.
3.3. No Violation or Restrictions. Neither the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the
provisions of this Agreement will conflict with or result in a breach of any of the terms, covenants,
conditions or provisions of any Material agreement, indenture, judgment or order to which Guarantor is a
party or by which Guarantor is bound, or will constitute a default under any of the foregoing, or result in
the creation or imposition of any Material lien of any nature whatsoever.
3.4. Compliance with Law. Guarantor is not in violation of any law, ordinance, governmental
rule, regulation, order or judgment to which Guarantor may be subject which is likely to Materially affect
the financial condition of Guarantor.
3.5. Financial Statements. The financial statements described in the Disclosure Schedule fairly
represent the financial condition as of the date of each statement and there has been no Material Adverse
Change in the financial condition of Guarantor since the date of the respective statements submitted to
Lender.
3.6. Tax Returns. Guarantor has paid all Material taxes that Guarantor is responsible for and has
filed all requisite federal and state tax returns, including all estimated tax returns and shall continue to do
so while this Agreement remains in effect.
3.7. Solvency of Guarantor. Guarantor is able to pay all of its Indebtedness as such Indebtedness
matures and has made an appropriate financial investigation of Borrower and has determined that
Borrower is able to pay all of its Indebtedness as such Indebtedness matures at the time of execution of
this Agreement.
ARTICLE 4. REPORTING TO LENDER. Prior to Borrower’s final and indefeasible payment to
Lender and performance of the Obligations in full, Guarantor shall provide the following to Lender: (a)
annually within one hundred five (105) calendar days after the end of each calendar year, Guarantor’s
financial statements dated as of such year end; (b) within ten (10) days after the filing of Federal and State
tax returns, including estimated filings, copies of Guarantor’s Federal and state tax returns; (c) upon
reasonable request by Lender, any additional information applicable to Guarantor’s financial condition;
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and (d) within five (5) Banking days after Guarantor becomes aware of an Event of Default under any
Loan Document, written notice to Lender in an Authenticated Record of such Event of Default describing
in reasonable details the nature of and facts and circumstances relating to such Event of Default.
ARTICLE 5. EVENTS OF DEFAULT
5.1. Events of Default Defined. An “Event of Default” under this Agreement shall exist if any of
the following events or conditions occurs:
(a) Guarantor fails to perform or observe any agreement, covenant or obligation of Guarantor
contained herein; or
(b) Any representation by or on behalf of Guarantor contained in this Agreement shall have been
breached or otherwise shall have been inaccurate when made; or
(c) Guarantor purports to terminate this Agreement; or
(d) Upon cessation of business or operations of Guarantor; or
(e) Guarantor shall (i) cease to be Solvent, (ii) make an assignment for the benefit of its creditors,
(iii) call a meeting of its creditors to obtain any general financial accommodation, (iv) suspend
business, or (v) commence any case under any provision of the Bankruptcy Code including provisions
for reorganizations; or
(f) If any case under any provision of the Bankruptcy Code, including provisions for
reorganizations, shall be commenced against Guarantor and such case remains undismissed,
undischarged or unbonded for a period of sixty (60) calendar days from the date of commencement,
or (ii) if a receiver, trustee or equivalent officer shall be appointed for all or any of Guarantor’s
Property which results in the entry of an order for relief or such adjudication or appointment; or
(g) The occurrence of an “Event of Default” under any Loan Document (as such term is defined
in such Loan Document).
5.2. Remedies on Default. If an Event of Default occurs, Lender may proceed to enforce the
provisions of this Agreement and to exercise any other rights, powers and remedies available to Lender
hereunder.
5.3. Remedies Cumulative. Lender’s rights and remedies under this Agreement shall be
cumulative and not alternative or exclusive, irrespective of any other rights or remedies that may be
available to Lender under any other Loan Document, by operation of law or otherwise, and may be
exercised by Lender at such time or times and in such order as Lender in Lender’s sole discretion may
determine, and are for the sole benefit of Lender. Lender’s failure to exercise or delay in exercising any
right or remedy shall not (a) preclude Lender from exercising such right or remedy thereafter, (b)
preclude Lender from exercising any other right or remedy of Lender, or (c) result in liability to Lender or
Lender’s Affiliates or their respective members, managers, shareholders, directors, officers, partners,
employees, consultants or agents. In order to entitle Lender to exercise any remedy reserved to it in this
Agreement, it shall not be necessary to give any notice, other than such notice as may be expressly
required in this Agreement.
ARTICLE 6. GENERAL PROVISIONS.
6.1. Construction if Multiple Guarantors. If this Agreement is executed by two (2) or more
Persons as Guarantor, unless otherwise specifically provided for herein all representations, covenants,
agreements, rights, liabilities and obligations (including but not limited to the guaranty of the repayment
and performance of the Obligations) of Guarantor in this Agreement shall be made, granted to or borne,
as applicable, jointly and severally by such Persons, and Lender may enforce any and all rights, remedies
and benefits of Lender under this Agreement against such Persons jointly and/or severally as Lender may
elect in Lender’s sole discretion.
6.2. Successors and Assigns. This Agreement is entered into for the benefit of the parties hereto
and their successors and assigns and shall be binding upon the parties, their successors and assigns.
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Lender shall have the right, without the necessity of any consent, authorization or other action by
Guarantor, to sell, assign, securitize or grant participations in all or a portion of Lender’s interest in this
Agreement to other financial institutions of Lender’s choice and on such terms as are acceptable to
Lender in Lender’s sole discretion. Guarantor shall not assign, exchange or otherwise hypothecate any
rights, liabilities or obligations under this Agreement, in whole or in part, without the prior written
consent of Lender, which consent may be granted or withheld in Lender’s sole discretion, and any
attempted assignment, exchange or hypothecation without Lender’s written consent shall be void and be
of no effect.
6.3. Notice. Wherever this Agreement provides for notice to any party (except as expressly
provided to the contrary), it shall be given by messenger, facsimile, certified U.S. mail with return receipt
requested, or nationally recognized overnight courier with receipt requested, effective when either
received or receipt rejected by the party to whom addressed, and shall be addressed as provided in the
Disclosure Schedule, or to such other address as the party affected may hereafter designate.
6.4. Strict Performance. The failure by Lender at any time to require Guarantor’s strict
compliance with or performance of any provision of this Agreement shall not waive, affect, impair or
diminish any right of Lender thereafter to demand Borrower’s strict compliance with and performance of
such provision. Any suspension or waiver by Lender of any Default or Event of Default shall not
suspend, waive or affect any other Default or Event of Default, whether the same is prior or subsequent to
such suspension or waiver and whether of the same or a different type.
6.5. Waiver by Guarantor. Guarantor hereby waives: (a) notice of acceptance of this Agreement;
(b) diligence, presentment and demand for payment of the Loans; (c) protest and notice of protest,
dishonor or default to Guarantor or to any other party with respect to the Loans; (d) any and all notices to
which Guarantor might otherwise be entitled; (e) any demand for payment under this Agreement; (f) any
and all defenses to payment or claims of offset involving the invalidity, irregularity or unenforceability of
all or any part of the Obligations or liabilities herein guaranteed including, without limitation, any
defenses and counterclaims of Guarantor (directly or of Borrower asserted by Guarantor by right of
contribution, assignment, subrogation or otherwise) based upon fraud, negligence (other than Lender’s
gross negligence or willful misconduct), or the failure of any condition precedent; and (g) until the
Obligations are finally and indefeasibly paid to Lender and performed in full, and Lender has received all
other sums due under the terms of the Loan Documents, any and all rights of subrogation, reimbursement,
indemnity, exoneration, contribution or any other claim that Guarantor may now or hereafter have against
Borrower or any other Person directly or contingently liable for the Obligations guaranteed hereunder, or
against or with respect to the Collateral or Borrower’s Property, arising from the existence or performance
of this Agreement and whether or not such claim, right or remedy arises in equity, under contract, by
statute, under common law or otherwise.
6.6. Construction of Agreement. The parties hereto agree that the terms, provisions and language
of this Agreement were the result of negotiations between the parties, and, as a result, there shall be no
presumption that any ambiguities in this Agreement shall be resolved against either party. Any
controversy over the construction of this Agreement shall be decided without regard to events of
authorship or negotiation.
6.7. Waiver of Right to Jury Trial. Guarantor and Lender recognize that in matters related to the
Loans and/or this Agreement, and as it may be subsequently modified and/or amended, either party may
be entitled to a trial in which matters of fact are determined by a jury (as opposed to a trial in which such
matters are determined by a judge, magistrate, referee or other elected or appointed decider of facts). By
executing this Agreement, Lender and Guarantor will give up their respective right to a trial by jury.
Guarantor and Lender each hereby expressly acknowledges that this waiver is entered into to avoid
delays, minimize trial expenses, and streamline the legal proceedings in order to accomplish a quick
resolution of claims arising under or in connection with Agreement, the Loan(s), the Note(s) and the
transactions contemplated by this Agreement.
(a) WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT NOT PROHIBITED BY
LAW, GUARANTOR AND LENDER EACH HEREBY KNOWINGLY, VOLUNTARILY AND
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INTENTIONALLY WAIVES ANY RIGHT THAT GUARANTOR OR LENDER MAY HAVE TO
A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, ACTION, SUIT OR PROCEEDING,
DIRECTLY OR INDIRECTLY, AT ANY TIME ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT, ANY LOAN, ANY NOTE, ANY LOAN
DOCUMENT OR ANY TRANSACTION CONTEMPLATED BY THIS AGREEMENT, BEFORE
OR AFTER MATURITY.
(b) CERTIFICATIONS.
GUARANTOR HEREBY CERTIFIES THAT NEITHER ANY
REPRESENTATIVE NOR AGENT OF LENDER NOR LENDER’S COUNSEL HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT LENDER WOULD NOT,
IN THE EVENT OF ANY LITIGATION, ACTION SUIT OR PROCEEDING, SEEK TO
ENFORCE THE FOREGOING WAIVER. GUARANTOR ACKNOWLEDGES THAT LENDER
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATION HEREIN.
6.8. Entire Agreement; Amendments; Lender’s Consent. This Agreement (including the
Schedules) constitutes the entire agreement between Lender and Guarantor with respect to Guarantor’s
guaranty of the Obligations, and supersedes all prior and contemporaneous agreements, understandings,
inducements or conditions between Lender and Guarantor, whether express or implied, oral or written,
with respect to the subject matter hereof. No amendment or waiver of any provision of this Agreement,
nor consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall
be in a Record Authenticated by Lender, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
6.9. Execution in Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same instrument.
6.10. Severability of Provisions. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other jurisdiction.
6.11. Governing Law; Consent To Jurisdiction.
(a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE
BY LENDER AND ACCEPTED BY GUARANTOR IN THE STATE OF NEW YORK. THE
PARTIES AGREE THAT THE STATE OF NEW YORK HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND IN ALL RESPECTS, INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE WITHOUT TO ITS
PRINCIPLES OF CONFLICTS OF LAWS. TO THE FULLEST EXTENT PERMITTED BY LAW,
LENDER AND GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE
ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS
AGREEMENT, AND THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE WITHOUT REGARD
TO ITS PRINCIPLES OF CONFLICTS OF LAWS.
(b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR GUARANTOR
ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE INSTITUTED IN THE
SOLE OPTION OF LENDER IN ANY FEDERAL OR STATE COURT LOCATED IN
WESTCHESTER COUNTY, NEW YORK PURSUANT TO SECTION 5-1402 OF THE NEW
YORK GENERAL OBLIGATIONS LAW; HOWEVER, LENDER MAY, AT ITS OPTION,
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COMMENCE ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER APPROPRIATE
FORUM OR JURISDICTION TO OBTAIN POSSESSION OF OR FORECLOSE UPON ANY
PROPERTY OF GUARANTOR, TO OBTAIN EQUITABLE RELIEF OR TO ENFORCE ANY
JUDGMENT OR ORDER OBTAINED BY LENDER AGAINST GUARANTOR OR WITH
RESPECT TO ANY PROPERTY OF GUARANTOR, TO ENFORCE ANY RIGHT OR REMEDY
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR TO OBTAIN ANY
OTHER RELIEF DEEMED APPROPRIATE BY LENDER, AND LENDER AND GUARANTOR
EACH WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND LENDER AND
GUARANTOR EACH HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR REPRESENTS AND
ACKNOWLEDGES THAT IT HAS REVIEWED THIS CONSENT TO JURISDICTION
PROVISION WITH ITS LEGAL COUNSEL, AND HAS MADE THIS WAIVER KNOWINGLY
AND VOLUNTARILY, WITHOUT COERCION OR DURESS.
6.12. Table of Contents; Headings. The table of contents and headings preceding the text of this
Agreement are inserted solely for convenience of reference and shall not constitute a part of this
Agreement or affect its meaning, construction or effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
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GUARANTOR:
iGAMBIT INC.
By:
Name:
Its:
Effective Date:
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DISCLOSURE SCHEDULE
3.5 Financial Statements.
See attached.
6.3 Notice.
If to Lender:
Keltic Financial Partners II, LP
Attn: Xxxx X Xxxxxx, President and CEO
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Tel: (000) 000-0000 (ext. 208)
Fax: (000) 000-0000
Keltic Financial Partners II, LP
Attn: Xxxx Xxxxxxxx, Executive Vice President and Chief
Credit Officer
000 Xxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Tel: (000) 000-0000 (ext. 221)
Fax: (000) 000-0000
With a copy to:
Xxxxxxxx X. Xxxxxxx, Esq.
0000 Xxxx Xxxxxx
Xxxxxxxxxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
If to Guarantor:
Xxxxx Xxxxxx
Executive Vice President and General Counsel
iGambit Inc.
0000 X. Xxxxxxx Xxxxxxxx
Xxxxx X
Xxxxxxxxx, Xxx Xxxx 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
Xxxx Xxxxxxxxx, Esq.
Xxxxxxx & Xxxxxxx LPA
000 Xxxx Xxx Xxxx Xxxxxxxxx
Las Olas Centre II, Suite 1150
Xxxx Xxxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
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