Exhibit 10.12


 





COMMERCIAL GUARANTY


 


	BORROWER:	LENDER:
	 	 
	TAX COACH SOFTWARE, LLC	THE HUNTINGTON NATIONAL BANK
	2619 Erie Avenue, Suite 2B	Cincinnati Commercial Lending
	Cincinnati, Ohio 45208	P.O. Box 341470 – NC1W25
	 	Columbus, Ohio 43234-9909
	GUARANTOR:	 
	 	 
	KEITH A. VANDESTADT	 
	1190 Applehill Road	 
	Cincinnati, Ohio 45230	 


 


CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE.
For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction
of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower’s obligations under the Note
and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty
against Guarantor even when Lender has not exhausted Lender’s remedies against anyone else obligated to pay the Indebtedness
or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without setoff
or deduction or counterclaim, and will otherwise perform Borrower’s obligations under the Note and Related Documents. Under
this Guaranty, Guarantor’s liability is unlimited and Guarantor’s obligations are continuing.


 


INDEBTEDNESS. The word “Indebtedness”
as used in this Guaranty means all of the principal amount outstanding from time to time and at any one or more times, accrued
unpaid interest thereon and all collection costs and legal expenses related thereto permitted by law, attorneys’ fees arising
from any and all debts, liabilities and obligations of every nature or form, now existing or hereafter arising or acquired, that
Borrower individually or collectively or interchangeably with others, owes or will owe Lender. “Indebtedness” includes,
without limitation, loans, advances, debts, overdraft indebtedness, credit card indebtedness, lease obligations, liabilities and
obligations under any interest rate protection agreements or foreign currency exchange agreements or commodity price protection
agreements, other obligations, and liabilities of Borrower, and any present or future judgments against Borrower, future advances,
loans or transactions that renew, extend, modify, refinance, consolidate or substitute these debts, liabilities and obligations
whether voluntarily or involuntarily incurred; due or to become due by their terms or acceleration; absolute or contingent; liquidated
or unliquidated; determined or undetermined; direct or indirect; primary or secondary in nature or arising from a guaranty or surety;
secured or unsecured; joint or several or joint and several; evidenced by a negotiable or non-negotiable instrument or writing;
originated by Lender or another or others; barred or unenforceable against Borrower for any reason whatsoever; for any transactions
that may be voidable for any reason (such as infancy, insanity, ultra vires or otherwise); and originated then reduced or extinguished
and then afterwards increased or reinstated.


 


If Lender presently holds one or more guaranties,
or hereafter receives additional guaranties from Guarantor, Lender’s rights under all guaranties shall be cumulative. This
Guaranty shall not (unless specifically provided below to the contrary) affect or invalidate any such other guaranties. Guarantor’s
liability will be Guarantor’s aggregate liability under the terms of this Guaranty and any such other unterminated guaranties.


 


CONTINUING GUARANTY. THIS IS A “CONTINUING
GUARANTY” UNDER WHICH GUARANTOR AGREES TO GUARANTEE THE FULL AND PUNCTUAL PAYMENT, PERFORMANCE AND SATISFACTION OF THE INDEBTEDNESS
OF BORROWER TO LENDER, NOW EXISTING OR HEREAFTER ARISING OR ACQUIRED, ON AN OPEN AND CONTINUING BASIS. ACCORDINGLY, ANY PAYMENTS
MADE ON THE INDEBTEDNESS WILL NOT DISCHARGE OR DIMINISH GUARANTOR’S OBLIGATIONS AND LIABILITY UNDER THIS GUARANTY FOR ANY
REMAINING AND SUCCEEDING INDEBTEDNESS EVEN WHEN ALL OR PART OF THE OUTSTANDING INDEBTEDNESS MAY BE A ZERO BALANCE FROM TIME TO
TIME.


 


 


 


 






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DURATION OF GUARANTY. This Guaranty will
take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower,
and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any notice of revocation
shall have been fully and finally paid and satisfied and all of Guarantor’s other obligations under this Guaranty shall have
been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor’s written
notice of revocation must be mailed to Lender, by certified mail, at Lender’s address listed above or such other place as
Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual receipt
by Lender of Guarantor’s written revocation. For this purpose and without limitation, the term “new Indebtedness”
does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due
and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, “new Indebtedness”
does not include all or part of the Indebtedness that is incurred by Borrower prior to revocation; incurred under a commitment
that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. This Guaranty
shall bind Guarantor’s estate as to the Indebtedness created both before and after Guarantor’s death or incapacity,
regardless of Lender’s actual notice of Guarantor’s death. Subject to the foregoing, Guarantor’s executor or
administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated
it and with the same effect. Release of any other guarantor or termination of any other guaranty of the Indebtedness shall not
affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect
the liability of any remaining Guarantors under this Guaranty. It is anticipated that fluctuations may occur in the aggregate amount
of the Indebtedness covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount
of the Indebtedness, even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding
upon Guarantor and Guarantor’s heirs, successors and assigns so long as any of the Indebtedness remains unpaid and even though
the Indebtedness may from time to time be zero dollars ($0.00).


 


GUARANTOR’S AUTHORIZATION TO LENDER.
Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor’s
liability under this guaranty, from time to time: (A) prior to revocation as set forth above, to make one or more additional
secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit
to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment
or other terms of the Indebtedness or any part of the Indebtedness, including increases and decreases of the rate of interest on
the Indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security
for the payment of this Guaranty or the Indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect,
and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to
sue, or deal with any one or more of Borrower’s sureties, endorsers, or other guarantors on any terms or in any manner Lender
may choose; (E) to determine how, when and what application of payments and credits shall be made on the Indebtedness; (F) to
apply such security and direct the order or manner of sale thereof, including without limitation, any non-judicial sale permitted
by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell,
transfer, assign or grant participations in all or any part of the Indebtedness; and (H) to assign or transfer this Guaranty
in whole or in part.


 


GUARANTOR’S REPRESENTATIONS AND WARRANTIES.
Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which
would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower’s request and
not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the
provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor
and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has
not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise
dispose of all or substantially all of Guarantor’s assets, or any interest therein; (F) upon Lender’s request,
Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information
which currently has been, and all future financial information which will be provided to Lender is and will be true and correct
in all material respects and fairly present Guarantor’s financial condition as of the dates the financial information is
provided; (G) no material adverse change has occurred in Guarantor’s financial condition since the date of the most
recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor’s
financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those
for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the
creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing
basis information regarding Borrower’s financial condition. Guarantor agrees to keep adequately informed from such means
of any facts, events, or circumstances which might in any way affect Guarantor’s risks under this Guaranty, and Guarantor
further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information
or documents acquired by Lender in the course of its relationship with Borrower.


 


 


 






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GUARANTOR’S WAIVERS. Except as prohibited
by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to
Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the Indebtedness
or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety,
endorser, or other guarantor in connection with the Indebtedness or in connection with the creation of new or additional loans
or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any
other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor,
or any other person; (E) to give notice of the terms, time and place of any public or private sale of personal property security
held by Lender from Borrower or to comply with any other applicable provisions of the Uniform Commercial Code; (F) to pursue
any other remedy within Lender’s power; or (G) to commit any act or omission of any kind, or at any time, with respect
to any matter whatsoever.


 


Guarantor also waives any and all rights
or defenses based on suretyship or impairment of collateral including, but not limited to, any rights or defenses arising by reason
of (A) any “one action” or “anti-deficiency” law or any other law which may prevent Lender from bringing
any action, including a claim for deficiency, against Guarantor, before or after Lender’s commencement or completion of any
foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys
or otherwise adversely affects Guarantor’s subrogation rights or Guarantor’s rights to proceed against Borrower for
reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying,
or discharging the Indebtedness; (C) any disability or other defense of Borrower, or any other guarantor, or of any other
person, or by reason of the cessation of Borrower’s liability from any cause whatsoever, other than payment in full in legal
tender, of the Indebtedness; (D) any right to claim discharge of the Indebtedness on the basis of unjustified impairment of
any collateral for the Indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against
Guarantor is commenced, there is outstanding Indebtedness which is not barred by any applicable statute of limitations; or (F) any
defenses given to guarantors at law or in equity other than actual payment and performance of the Indebtedness. If payment is made
by Borrower, whether voluntarily or otherwise, or by any third party, on the Indebtedness and thereafter Lender is forced to remit
the amount of that payment to Borrower’s trustee in bankruptcy or to any similar person under any federal or state bankruptcy
law or law for the relief of debtors, the Indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty.


 


Guarantor further waives and agrees not
to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim,
counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor
or both.


 


GUARANTOR’S UNDERSTANDING WITH RESPECT
TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor’s full knowledge
of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective
only to the extent permitted by law or public policy.


 


RIGHT OF SETOFF. To the extent permitted
by applicable law, Lender reserves a right of setoff in all Guarantor’s accounts with Lender (whether checking, savings,
or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited
by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and
Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty.


 


SUBORDINATION OF BORROWER’S DEBTS
TO GUARANTOR. Guarantor agrees that the Indebtedness, whether ow existing or hereafter created, shall be superior to any claim
that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may
now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable
to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Indebtedness.
Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee
in bankruptcy of Borrower; provided, however, that such assignment shall be effective only for the purpose of assuring to Lender
full payment in legal tender of the Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing
any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and
shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to
file financing statements and continuation statements and to execute documents and to take such other actions as Lender deems necessary
or appropriate to perfect, preserve and enforce its rights under this Guaranty.


 


 


 






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CONFESSION OF JUDGMENT. Guarantor hereby
irrevocably authorized and empowers any attorney-at-law, including an attorney hired by Lender, to appear in any court of record
and to confess judgment against Guarantor for the unpaid amount of this Guaranty as evidenced by an affidavit signed by an officer
of Lender setting forth the amount then due, attorneys’ fees plus costs of suit, and to release all errors, and waive all
rights of appeal. If a copy of this Guaranty, verified by an affidavit, shall have been filed in the proceeding, it will not be
necessary to file the original as a warrant of attorney. Guarantor waives the right to any stay of execution and the benefit of
all exemption laws now or hereafter in effect. No single exercise of the foregoing warrant and power to confess judgment will be
deemed to exhaust the power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void; but
the power will continue undiminished and may be exercised from time to time as Lender may elect until all amounts owing on this
Guaranty have been paid in full. Guarantor waives any conflict of interest that an attorney hired by Lender may have in acting
on behalf of Guarantor in confessing judgment against Guarantor while such attorney is retained by Lender. Guarantor expressly
consents to such attorney acting for Guarantor in confessing judgment.


 


MISCELLANEOUS PROVISIONS. The following
miscellaneous provisions are a part of this Guaranty:


 


Amendments. This Guaranty, together
with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this
Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or
parties sought to be charged or bound by the alteration or amendment.


 


Attorneys’ Fees; Expenses.
Guarantor agrees to pay upon demand all of Lender’s costs and expenses, including Lender’s attorneys’ fees and
Lender’s legal expenses, incurred in connection with the enforcement of this Guaranty. Lender may hire or pay someone else
to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such enforcement. Costs and expenses include Lender’s
attorneys’ fees and legal expenses whether or not there is a lawsuit, including attorneys’ fees and legal expenses
for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or inunction), appeals, and any anticipated
post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the
court.


 


Caption Headings. Caption headings
in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty.


 


Governing Law. This Guaranty
will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of
Ohio without regard to its conflicts of law provisions.


 


Integration. Guarantor further
agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised
by Guarantor’s attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor’s intentions and parol
evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all
losses, claims, damages, and costs (including Lender’s attorneys’ fees) suffered or incurred by Lender as a result
of any breach by Guarantor of the warranties, representations and agreements of this paragraph.


 


Interpretation. In all cases
where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have
been used in the plural where the context and construction so require; and where there is more than one Borrower named in this
Guaranty or when this Guaranty is executed by more than one Guarantor, the words “Borrower” and “Guarantor”
respectively shall mean all and any one or more of them. The words “Guarantor”, “Borrower”, and “Lender”
include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this Guaranty is
not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced.
Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to
be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies,
or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors,
partners, managers, or other agents acting or purporting to act on their behalf, and any indebtedness made or created in reliance
upon the professed exercise of such powers shall be guaranteed under this Guaranty.


 


Notices. Any notice required
to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective
when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally
recognized overnight courier, or, if mailed, when deposited in the United States mail as first class, certified or registered mail,
postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall
be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled “DURATION
OF GUARANTY”. Any party may change its address for notices under this Guaranty by giving formal written notice to the other
parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees
to keep Lender informed at all times of Guarantor’s current address. Unless otherwise provided or required by law, if there
is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors.


 


No Waiver by Lender. Lender
shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender.
No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender’s right otherwise
to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course
of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender’s rights or of any of Guarantor’s
obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such
consent by Lender is any instance shall not constitute continuing consent to subsequent instances where such consent is required
and in all cases such consent may be granted or withheld in the sole direction of Lender.


 


 


 


 






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Successors and Assigns. Subject
to any limitations stated in this Guaranty on transfer of Guarantor’s interest, this Guaranty shall be binding upon and inure
to the benefit of the parties, their successors and assigns.


 


Waive Jury. Lender and Guarantor
hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Guarantor against
the other.


 


IMPORTANT INFORMATION ABOUT
PROCEDURES REQUIRED BY THE USA PATRIOT ACT. To help the government fight the funding of terrorism and money laundering activities,
federal law requires all financial institutions to obtain, verify, and record information that identifies each entity or person
who opens an account or establishes a relationship with the Lender.


 


What this means: When an entity
or person opens an account or establishes a relationship with the Lender, the Lender may ask for the name, address, date of birth,
and other information that will allow the Lender to identify the entity or person who opens an account or establishes a relationship
with the Lender. The Lender may also ask to see identifying documents for the entity or person.


 


DEFINITIONS. The following capitalized
words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references
to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall
include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined
in this Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code.


 


Borrower. The word “Borrower”
means Tax Coach Software, LLC and includes all co-signers and co-makers signing the Note and all their successors and assigns.


 


Guarantor. The word “Guarantor”
means everyone signing this Guaranty, including without limitation KEITH A. VANDESTADT, and in each case, any signer’s successors
and assigns.


 


Guaranty. The word “Guaranty”
means this guaranty from Guarantor to Lender.


 


Indebtedness. The word “Indebtedness”
means Borrower’s indebtedness to Lender as more particularly described in this Guaranty.


 


Lender. The word “Lender”
means The Huntington National Bank, its successors and assigns.


 


Note. The word “Note”
means and includes without limitation all of Borrower’s promissory notes and/or credit agreements evidencing Borrower’s
loan obligations in favor of Lender, together with all renewals of, extensions of, modifications of, refinancing of, consolidations
of and substitutions for promissory notes or credit agreements.


 


Related Documents. The words
“Related Documents” mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.


 


EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES
HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY
IS EFFECTIVE UPON GUARANTOR’S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL
TERMINATED IN THE MANNER SET FORTH IN THE SECTION TITLED “DURATION OF GUARANTY”. NO FORMAL ACCEPTANCE BY LENDER IS
NECESSARY TO MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED FEBRUARY 28, 2014.


 


NOTICE: FOR THIS NOTICE “YOU”
MEANS THE BORROWER AND “CREDITOR” AND “HIS” MEANS LENDER.


 


WARNING – BY SIGNING THIS PAPER YOU
GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR
WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.


 


GUARANTOR:


 


 


/s/ Keith A. Vandestadt                         




 


 


 


 






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