DATED 31st March 2001
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(1) GW 313 LIMITED
(2) VIZACOM INC.
(for itself and as trustee of Software Publishing Corporation)
GUARANTEE
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IN RESPECT OF CERTAIN OBLIGATIONS OF THE SERIF COMPANIES
Xxxxxxx Xxxxxxx
00 Xxx Xxxxxxxx
Xxxxxxxxxx
XX0 0XX
Tel: 0000 000 0000
Fax: 0000 000 0000
DX: 10010
Ref: MJR/LD
THIS GUARANTEE is made on 31st March 2001
BETWEEN:-
(1) GW 313 LIMITED registered in England and Wales number 4180821 whose
registered office is at Windsor House, 0 Xxxxxx Xxx, Xxxxxxxxxx X0 0XX
("the Guarantor"); and
(2) VIZACOM INC. a corporation incorporated in the State of Delaware whose
principal place of business is situated at 0000 Xxxxxxxx' Xxxxxxxx Xxxxxxx,
Xxxxxxx, Xxx Xxxx, 00000, Xxxxxx Xxxxxx xx Xxxxxxx ("Vizacom") for itself
and as trustee of Software Publishing Corporation (together "the
Beneficiaries").
1. Interpretation
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1.1 On even date Vizacom has entered into a share sale agreement with the
Guarantor ("the Sale Agreement") providing for the sale to the
Guarantor of the entire issued share capital of Serif Europe Limited
1.2 Pursuant to the provisions of the Sale Agreement there have been
executed by Serif Europe Limited, Serif Inc. and Serif Gmbh and/or
Dialog 24 Limited (together "the Companies") the Promissory Note, the
Software Licence Agreement and the BAA Agreement (each as defined in
the Sale Agreement)
1.3 The Guarantor has agreed to guarantee to the Beneficiaries on the
terms set out below the full and prompt performance by the Companies
of the Promissory Note, the Software Licence Agreement and the BAA
Agreement (together "the Guaranteed Documents").
2. Guarantee
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2.1 In consideration of Vizacom entering into the Sale Agreement and of
Software Publishing Corporation entering into the Software Licence
Agreement, the Guarantor hereby irrevocably and unconditionally
guarantees to the Beneficiaries as primary obligor the full, prompt
and complete payment and discharge by the Companies to the
Beneficiaries of all monies obligations and other liabilities whether
of principal interest or otherwise which are or may now or at any time
in the future be due owing or incurred by the Companies or any of them
to the Beneficiaries or any of them under or in respect of the
Guaranteed Documents and whether actual or contingent and the
Guarantor undertakes with the Beneficiaries that if any of the
Companies shall at any time default in the payment of any such sum due
for payment by it to the Beneficiaries or any of them, the Guarantor
will forthwith on demand by that Beneficiary pay such sum to the
Beneficiary
2.2 The guarantee contained in clause 2.1 is a continuing guarantee and
shall remain in force until all the obligations of the Guarantor to
the Beneficiaries under the terms of the Guaranteed Documents have
been fully performed
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2.3 The obligations of the Guarantor under clause 2.1 shall not be
affected by any act, omission, matter or thing which, but for this
provision, might operate to release or otherwise exonerate the
Guarantor from its obligations or affect such obligations, including
without limitation and whether or not known to the Guarantor:-
2.3.1 any time, indulgence, waiver or consent at any time given by the
Beneficiaries or any of them to any of the Companies or any
other person;
2.3.2 any compromise or release of or abstention from perfecting or
enforcing any right or remedies against any of the Companies or
any other person by the Beneficiaries or any of them;
2.3.3 any legal limitation, disability, incapacity or other
circumstances relating to any of the Companies or any other
person or any amendment to or variation of the terms of the Sale
Agreement or any other document referred to in the Sale
Agreement;
2.3.4 any irregularity, unenforceability or invalidity of any
obligations of the Companies or any of them, or the dissolution,
amalgamation, reconstruction or insolvency of any of the
Companies
2.4 The guarantee contained in clause 2.1 may be enforced by the
Beneficiaries without the Beneficiaries first taking any steps
or proceedings against any of the Companies.
3. Applicable Law
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This Guarantee shall be governed by and construed in accordance with the
laws of England and the parties agree to submit to the non-exclusive
jurisdiction of the English courts.
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EXECUTED as a Deed by )
GW 313 LIMITED )
acting by:- )
Director: /s/ Xxxxx Xxxxx
Director/Secretary: /s/ Xxxxx Xxxxxxxxx
EXECUTED as a deed by ) /s/ Xxxxxxx XxXxxxxx
VIZACOM INC. in accordance with )
its constitution and the laws of the ) /s/ Xxxx X. Xxxxxxx
State of Delaware )
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