exv10w14






Exhibit 10.14




SECURED GUARANTY



This Secured Guaranty Agreement (“Guaranty”) dated as of September 12, 2007, is executed by REAL
ESTATE ON THE WEB DBA CONNECTING NEIGHBORS, LLC, a Delaware limited liability
company (“CN” or “Guarantor”) and wholly owned subsidiary of Reply! Inc, in favor of ATEL
VENTURES, INC. (“Secured Party”), at the request of REPLY! INC., a California corporation,
(“Debtor”).



WHEREAS, Secured Party will make a loan (the “Loan”) to Debtor secured by all assets of Debtor,
which includes Debtor’s ownership interest in Debtor’s subsidiaries, pursuant to a Master Security
Agreement No. REPLX dated as of September 12, 2007 (the “Security Agreement”; which term, “Security
Agreement” in this Guaranty includes that certain Promissory Note dated as of September 12, 2007
any and all promissory notes and other agreements now or hereafter executed by Debtor in connection
with the Security Agreement between Secured Party and Debtor);



WHEREAS, Guarantor acknowledges that Secured Party would not enter into the Security Agreement or
make the Loan pursuant thereto unless Guarantor enters into and delivers this Guaranty;



WHEREAS, Guarantor is a wholly owned subsidiary of Debtor and holds Account No. at
LaSalle Bank National Association (the “Account” and “LaSalle,” respectively);



WHEREAS, it is of a business benefit to Guarantor that Secured Party enter into the Loan with
Debtor and Guarantor therefore wishes to grant to Secured Party a lien in the Account and guarantee
the satisfaction and payment of the Account by entering into that certain Agreement Re: Pledged
Accounts among LaSalle, Secured Party, Debtor, and Guarantor the “Account Control Agreement”;



NOW, THEREFORE, to induce Secured Party to enter into the Security Agreement with Debtor, and in
consideration of the benefits accruing from the Security Agreement and Loan to Guarantor by virtue
of its relationship as a subsidiary of Debtor which stands to benefit from the Loan to its parent,
and for other good and valuable consideration, receipt of which is hereby acknowledged, Guarantor
agrees:




     1. Creation of Pledge and Security Interest. Guarantor hereby collaterally assigns and pledges to
and grants to Secured Party a security interest in the Account and the proceeds thereof to secure
Debtor’s performance and payment of its obligations under the Security Agreement (the
“Liabilities”). Guarantor agrees to enter into the Account Control Agreement with LaSalle, Secured
Party and Debtor in order to perfect Secured Party’s lien in the Account. Guarantor represents and
warrants to Secured Party that (i) it will
keep the Account free and clear of liens and will not terminate the Account without the prior
written consent of Secured Party, and (ii) it has the unqualified right and power to grant a
security interest in the Account without the consent of any other party. Guarantor and Debtor
represent and warrant that the Account constitutes the only material asset of Guarantor.



     2. Term. This Guaranty is a continuing guaranty in respect to the Liabilities, and shall apply to
such Liabilities until paid or performed in full regardless of whether such Liabilities shall have
been paid or performed in full at the time of such revocation. Revocation shall occur on Secured
Party’s receipt of written notice of revocation of this Guaranty from Guarantor and such revocation
shall not be sent by Guarantor until the earlier of (a) payment in full by Debtor of the
Liabilities, or (b) the sale of the stock or assets of Guarantor (“CN Sale”)provided, however, in
the event of a CN Sale, if (i) Debtor is not currently in compliance with any of its obligations
under the Security Agreement at the time of the CN Sale, or (ii) the amount of cash remaining in
Debtor’s account after receipt of the CN Sale proceeds is less than an amount equal to 12X (the
mean average of the monthly cash burn for the 3 months immediately preceding the sale date), then
Debtor will pay down the principal due under the Loan in a percentage



 









 




equal to the percentage of total Debtor revenues that CN represented for the year to date up
through the month prior to the date of the CN Sale. Secured Party agrees that such prepayment in
the event of a CN Sale shall not subject Debtor to any Prepayment Fees under the Security
Agreement. Upon payment in full of the Liabilities or receipt of such revocation notice, Guarantor
shall have no further obligations under this Guaranty and Secured Party shall promptly terminate
the Account Control Agreement.




     3. Changes in Liabilities, Security and Guaranties. Guarantor authorizes Secured Party, if
consistent with Secured Party’s agreement with Debtor: (a) to renew, accelerate or extend the time
of payment, change the rate of interest, or otherwise alter the terms of the Liabilities; (b) to
receive, modify or substitute any security or guaranties for any of the Liabilities; (c) to add or
release additional co-obligors for any Liabilities; (d) to subordinate, compromise, impair, release
or fail to perfect any of Secured Party’s rights with respect to such security; (e) to compromise
or release any Liability of Debtor or any guarantor; (f) to subordinate any Liabilities to any other
claim of Secured Party or others against Debtor; and (g) to assign Secured Party’s rights under
this Guaranty in whole or in part. If consistent with Secured Party’s agreement with Debtor,
Secured Party may take any of these actions without giving notice to or obtaining the consent of
Guarantor, and Guarantor’s liability to Secured Party under this Guaranty shall remain in full
force and effect.



     4. Responsibility for Information About Debtor and Liabilities. Guarantor assumes full
responsibility for keeping informed of Debtor’s financial condition, of the status of the Account
and all other circumstances bearing upon the risk of nonpayment or nonperformance of the
Liabilities including complying with the terms and conditions of the Account Control Agreement.
Secured Party shall have no duty to report to Guarantor
information known to Secured Party regarding the foregoing subjects. Guarantor waives the right to
require Secured Party to make any presentment, demand or protest with respect to Debtor’s default
on any Liabilities. Guarantor waives the right to notices by Secured Party, including notice of
acceptance of this Guaranty, notice of transactions creating or modifying any Liabilities, notice
of default, notice of dishonor and notice of protest.



     5. Reinstatement. This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of proceeds from the Account with respect to the Liabilities is
rescinded or must otherwise be restored by Secured Party, upon the insolvency, bankruptcy or
reorganization of Debtor, as though such payment of proceeds from the Account had not been made.



     6. Election of Remedies. Guarantor’s obligations under this Guaranty are independent of those of
Debtor. Guarantor waives the right to require Secured Party (a) to proceed against Debtor or any
other person or entity, (b) to proceed against or exhaust any security held from Debtor, or (c) to
pursue any other remedy. Secured Party may elect to foreclose on the Account, and to proceed in
separate or joint actions against Debtor, any security, or other guarantors. No election of
remedies by Secured Party shall release or limit Guarantor’s liability to Secured Party, even if
the effect of the election is to deprive Guarantor of its subrogation to Secured Party’s rights, or
its right to reimbursement from Debtor for sums paid by Guarantor.



     7. Enforcement. Guarantor waives any defense based on statutes of limitations or delay in
enforcement of Secured Party’s rights, to extent permitted by law. Guarantor waives any defense
based on discharge or limitation of Debtor’s liability. Guarantor agrees to pay expenses, including
attorneys’ fees, reasonably incurred by Secured Party in efforts to collect or enforce its rights
to the Account with respect to any Liabilities or this Guaranty.



     8. Subordination. Except with respect to indebtedness incurred in the ordinary course of business,
Guarantor subordinates the present and future liabilities of Debtor to Guarantor in favor of the
Liabilities of Debtor to Secured Party. Guarantor’s rights of subrogation to Secured Party’s rights
and



 









 







remedies against Debtor, the Account or other guarantors, and Guarantor’s rights to reimbursement
from Debtor for sums paid by Guarantor to Secured Party under this Guaranty, may not be exercised
until the Liabilities have been paid and performed in full.



     9. Miscellaneous. The invalidity or unenforceability of any provisions of this Guaranty shall not
affect the remaining provisions. This Guaranty shall he governed by California law, without regard
to rules concerning choice of law, and may be amended only by an instrument executed by Guarantor
and Secured Party. The provisions of this Guaranty shall bind and benefit the heirs, legal
representative, successors and assigns of Guarantor, Debtor and Secured Party. GUARANTOR, TO THE
EXTENT IT MAY LAWFULLY DO SO, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION
BROUGHT ON OR WITH RESPECT TO THIS GUARANTY OR ANY AGREEMENT EXECUTED IN CONNECTION HEREWITH.



 









 




IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty on the date set forth
below, and by such signature acknowledges and agrees that Guarantor has read and is in agreement
with the terms hereof.




	 	 	 	 	 
	Dated:

	 	September 12, 2007	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	REAL ESTATE ON THE WEB DBA CONNECTING NEIGHBORS, LLC
	 
	 	 	 	 
	By:

	 	/s/ Payam Zamani
	, 	its Manager
	 

	 	 	 	 
	 
	 	 	 	 
	BY:

	 	/s/ Payam Zamani	 	 
	 

	 	 	 	 
	 

	 	Payam Zamani	 	 
	 

	 	Title: CEO	 	 
	 
	 	 	 	 
	DEBTOR:	 	 
	 
	 	 	 	 
	REPLY! INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Payam Zamani	 	 
	 

	 	 	 	 
	 

	 	Title: CEO	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	Acknowledged and Agreed:	 	 
	 
	 	 	 	 
	ATEL VENTURES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Paritosh K. Choksi	 	 
	 

	 	 	 	 
	 

	 	Paritosh K. Choksi	 	 
	 

	 	Title: Executive Vice President