GLOBAL GOLD CORPORATION GUARANTEE
Exhibit
10.5
GLOBAL
GOLD CORPORATION GUARANTEE
THIS
GUARANTEE, made this 25th day
of February, 2010, by GLOBAL
GOLD CORPORATION, a Delaware USA corporation with its
principal offices at 00 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx,
XXX (hereinafter called the “Guarantor”), in favor
of INDUSTRIAL
MINERALS SA, c/o Lenz & Staehelin, Xxx xx Xxxxx 00, 0000 Xxxxxx,
Xxxxxxxxxxx (hereinafter
called “Obligor”).
W I T N E
S S E T H :
1. Guarantee of
Obligations. Guarantor hereby guarantees to Obligor the
complete and punctual payment or performance of each and every indebtedness and
obligation (collectively, the “Obligations”), now existing or arising at any
time hereafter, of Obligee to Obligor between Obligor and MEGO GOLD, LLC, registered
offices at Xxxxx #0, 0X Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx, 0000
(hereinafter called “Obligee”) arising out of or
relating directly or indirectly to the “Gold Concentrate Supply Contract” dated
as of February 25th
2010 and the related “Security Agreement” dated as of
February 25th 2010
(copies of both executed agreements are attached hereto and made a part
hereof.)
2. Absolute, Unconditional
Guarantee. This guarantee is an absolute, present, primary,
continuing, unlimited and unconditional guarantee of payment and performance,
and, without limitation. If Obligee at any time fails to pay or
perform any of the Obligations, Guarantor shall immediately effect complete
payment and performance. Obligor shall have the right in its sole
discretion to select the enforcement of the collateral under the Security
Agreement and/or this Guarantee in case of default by the Obligee to duly
perform any Obligation. Choice by the Obligor on enforcement of the Security
Agreement collateral shall not result in waiver and/or cancellation of the
rights vested to Obligor under this Guarantee. The payment by the Guarantor of
the whole amount owed to the Obligor by Obligee shall be sufficient ground for
termination of the Security Agreement.
3. Amendment. No
right or benefit in favor of Obligor shall be deemed waived, no obligation or
liability of Guarantor hereunder shall be deemed modified, diminished, released,
compromised, extended, discharged or otherwise affected, and no provision or
term hereof may be amended, modified or otherwise changed except by an
instrument in writing, specifying the same, duly executed by
Obligor.
4. Assigns. This
guarantee and all rights and obligations hereunder shall inure to the benefit of
and shall be binding on Obligor, Guarantor and their respective successors and
assigns.
5. Incorporation of Gold
Concentrate Supply Contract Terms . The parties
expressly incorporate by reference the provisions of the Gold
Concentrate Supply Contract, including but not limited to those related to
choice of law and choice of forum.
IN
WITNESS WHEREOF, the parties have duly executed this Guarantee on or as of the
date first above mentioned.