any amounts payable hereunder which are
not paid when due.
Presentment for payment, demand, protest, dishonor and notice of dishonor are
hereby waived.
THE FOLLOWING SETS FORTH A WARRANT OF AUTHORITY FOR ANY ATTORNEY TO CONFESS
JUDGMENT AGAINST THE UNDERSIGNED. IN GRANTING THIS WARRANT OF ATTORNEY TO
CONFESS JUDGMENT AGAINST THE UNDERSIGNED, THE UNDERSIGNED, FOLLOWING
CONSULTATION WITH (OR DECISION NOT TO CONSULT) SEPARATE COUNSEL FOR THE
UNDERSIGNED AND WITH KNOWLEDGE OF THE LEGAL EFFECT HEREOF, HEREBY WAIVES ANY AND
ALL RIGHTS THE UNDERSIGNED HAS OR MAY HAVE TO PRIOR NOTICE AND AN OPPORTUNITY
FOR HEARING UNDER THE CONSTITUTIONS AND LAWS OF THE UNITED STATES AND THE STATE
OF DELAWARE. IT IS SPECIFICALLY ACKNOWLEDGED THAT THE HOLDER HAS RELIED ON THIS
WARRANT OF ATTORNEY IN GRANTING THE FINANCIAL ACCOMMODATIONS DESCRIBED HEREIN.
THE UNDERSIGNED HEREBY EMPOWERS ANY PROTHONOTARY, CLERK OF COURT OR ATTORNEY OF
ANY COURT OF RECORD TO APPEAR FOR THE UNDERSIGNED IN ANY AND ALL ACTIONS WHICH
MAY BE BROUGHT HEREUNDER, AND CONFESS JUDGMENT AGAINST UNDERSIGNED FOR ALL OR
ANY PART OF THE UNPAID PRINCIPAL BALANCE HEREUNDER AND ACCRUED INTEREST,
TOGETHER WITH OTHER REASONABLE OUT OF POCKET EXPENSES INCURRED IN CONNECTION
THEREWITH AND REASONABLE OUT OF POCKET ATTORNEYS' FEES AND FOR SUCH PURPOSE THE
ORIGINAL OR ANY PHOTOCOPY OF THIS NOTE SHALL BE A GOOD AND SUFFICIENT WARRANT OF
ATTORNEY. SUCH AUTHORIZATION SHALL NOT BE EXHAUSTED BY ONE EXERCISE THEREOF, BUT
JUDGMENT MAY BE CONFESSED AS AFORESAID FROM TIME TO TIME. THE UNDERSIGNED HEREBY
WAIVES ALL ERRORS AND RIGHTS OF APPEAL AS WELL AS RIGHTS TO STAY OF EXECUTION
AND EXEMPTION OF PROPERTY IN ANY ACTION TO ENFORCE ITS LIABILITY HEREON.
The parties intend that this Note shall be governed by and construed in
accordance with the substantive laws of the State of Delaware without regard to
principles of conflicts of laws or choice of law.
In the event the Merger Agreement is terminated and, in accordance with the
terms thereof, Infonautics, Inc. is, at the time of termination of the Merger
Agreement, obligated to pay a termination fee to Tucows, then from the date such
termination fee is payable, the aggregate amount due to Holder under this Note
shall be reduced by the amount of such termination fee.
ALL PARTIES HEREBY MUTUALLY AND RECIPROCALLY WAIVE ANY RIGHT TO A JURY TRIAL IN
ANY PROCEEDING HEREON OR RELATED HERETO.
IN WITNESS WHEREOF, Tucows has caused the due execution hereof on the day and
year first above written.
TUCOWS INC.
Attest:
______________________________
By:___________________________
Title: Secretary Title:
Title:
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of _______ ___, 2001, made by TUCOWS INC., a
Delaware corporation (the "Obligor") in favor of Infonautics, Inc. a
Pennsylvania corporation, (the, "Secured Party" or the "Company").
W
I T N E S S E T H:
WHEREAS, pursuant to the terms of the Promissory Note dated as of the date
hereof by and among the Company and the Obligor (the "Note"), the Company has
agreed to make a loan (the "Loan") to or for the benefit of