GUARANTY


 


In consideration
of and as an inducement to financial accommodations made or to be made by CENTRAL BANK OF JEFFERSON COUNTY, INC. ("Lender")
to Lightyear Network Solutions, LLC ("Debtor"), and other good and valuable consideration the receipt of which
is acknowledged, Chris T. Sullivan ("Guarantor") hereby unconditionally guarantees Lender the prompt payment
and performance of the following (hereinafter collectively referred to as the "Obligations"): all loans, advances, debts,
liabilities, obligations, covenants and duties owing to Lender from Debtor of any kind or nature, present or future, whether or
not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Commercial
Note given by Debtor to Lender of even date herewith in the original principal amount of $500,000.00, (ii) any other agreement,
instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening
of a letter of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired
by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or
to become due, now existing or hereafter arising and whether or not contemplated by Debtor or Lender as of the date hereof; and
as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all
charges, expenses, fees, including but not limited to reasonable attorneys' fees, and any other sums chargeable to Debtor under
any of the Obligations. Notwithstanding the foregoing, the maximum aggregate liability of the Guarantor under this Guaranty for
the Obligations shall not exceed $500,000.00, plus interest accruing on the guaranteed indebtedness, and fees, charges
and costs of collecting the guaranteed indebtedness, including reasonable attorneys' fees (the "Maximum Liability Amount").
The Obligations under this Agreement shall be in addition to the maximum aggregate liability of Guarantor or any other guarantor
to Lender under any guaranty agreement of Guarantor or any other guarantor heretofore or hereafter given.


 


		1.	Nature of Guaranty, Waivers.



 


		1.1	This is a guaranty of payment
                                                                      and not of collection. This is an absolute, unconditional,
                                                                      primary, and continuing obligation and will remain in full
                                                                      force and effect until, and shall terminate (as "terminate"
                                                                      is used in Kentucky Revised Statutes § 371.065) on
                                                                      the earlier of the following: (i) all of the Obligations
                                                                      have been indefeasibly paid in full, and Lender has terminated
                                                                      this Guaranty; (ii) Guarantor has paid to Lender the Maximum
                                                                      Liability Amount in accordance with the terms hereof; or
                                                                      (iii) December 19, 2013 (the "Maturity Date");
                                                                      provided, however, that termination of
                                                                      this Agreement on such termination date shall not affect
                                                                      in any manner the liability of Guarantor with respect to
                                                                      (1) the Obligations which are created or incurred prior
                                                                      to such termination date, or (2) extension or renewals of,
                                                                      interest accruing on, or fees, costs or expenses incurred
                                                                      with respect to, such prior obligations prior to, on or
                                                                      after such termination date.



 


		1.2	IT IS THE INTENTION OF GUARANTOR THAT THIS AGREEMENT CONSTITUTES AN ABSOLUTE AND UNCONDITIONAL
GUARANTY IN ANY AND ALL CIRCUMSTANCES, AND THAT AGREEMENT SHALL BE DISCHARGED ONLY BY THE PAYMENT IN FULL OF ALL SUMS GUARANTEED
AND BY THE PERFORMANCE IN FULL OF ALL OF THE OBLIGATIONS.



 



    	 



    	 



    

 


		1.3	This Guaranty will not be affected by any delay, failure or omission of Lender in exercising any
right, power or remedy with respect to any of the Obligations or any guaranty or other liability or any collateral held by it for
any of the Obligations, by any delay, failure, or omission of Lender to take any steps to perfect or maintain its lien or security
interest in or to preserve its rights to, or insure or protect any collateral for any of the Obligations or any guaranty or other
liability for any of the Obligations, or by any irregularity, unenforceability or invalidity of any of the Obligations or any part
thereof or any security or other guaranty or liability therefor.



 


		1.4	Unless otherwise expressly
                                                                      required by applicable law, notice of acceptance of this
                                                                      Guaranty, notice of extensions of credit to Debtor from
                                                                      time to time, notice of default, diligence, presentment,
                                                                      protest, demand for payment, notice of demand or protest,
                                                                      and any defense based upon a failure of Lender to comply
                                                                      with the notice requirements of the applicable version of
                                                                      Uniform Commercial Code Section 9-611, are hereby waived.
                                                                      Lender at any time and from time to time, without the consent
                                                                      of or notice to Guarantor, and without impairing or releasing,
                                                                      discharging or modifying the liabilities of Guarantor hereunder,
                                                                      may in its sole discretion (i) change the manner, place
                                                                      or terms of payment or performance of or interest rates
                                                                      on, or change or extend the time of payment or performance
                                                                      of, or other terms relating to any of the Obligations, (ii)
                                                                      renew, increase, substitute, modify, amend or alter, or
                                                                      grant consents or waivers relating to any of the Obligations,
                                                                      any other guaranties or other liabilities, or any collateral
                                                                      for any Obligations or guaranties or other liabilities,
                                                                      (iii) apply any and all payments from any source whatsoever
                                                                      including any proceeds of any collateral, to any Obligations
                                                                      of Debtor in any order, manner and amount, (iv) deal or
                                                                      refrain from dealing with any person or entity, in its sole
                                                                      discretion, with respect to any Obligations in such manner
                                                                      as Lender deems appropriate, in its sole discretion, and/or
                                                                      (v) accept, sell, substitute, exchange, compromise, release,
                                                                      surrender, offset, realize upon or otherwise deal with in
                                                                      any manner and in any order any of the Obligations, any
                                                                      guaranty or other liability for any of the Obligations,
                                                                      or any collateral for any of the Obligations or for any
                                                                      guaranty or other liability relating to any of the Obligations.
                                                                      Irrespective of the taking of or refraining from taking
                                                                      of any of the foregoing actions, the obligations of Guarantor
                                                                      will remain in full force and effect and will not be affected,
                                                                      impaired, discharged, or released in any manner. Lender
                                                                      in its sole discretion may determine the reasonableness
                                                                      of the period which may elapse prior to the making of demand
                                                                      for any payment upon Debtor and it need not pursue any of
                                                                      its remedies against Debtor, any other guarantor or other
                                                                      person, or any collateral before having recourse against
                                                                      any Guarantor under this Guaranty.



 


		1.5	The books and records of
                                                                      Lender will be prima facie evidence of
                                                                      the Obligations and binding on Guarantor absent manifest
                                                                      error.



 



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		2.	Representations, Warranties and Covenants.   Guarantor hereby represents,
warrants and covenants as follows (all of which survive the execution and delivery of this Guaranty):



 


		2.1	This Guaranty is a legal, valid and binding obligation of Guarantor enforceable in accordance with
its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or similar
laws in effect from time to time affecting the rights of creditors generally and except as such enforceability may be subject to
general principles of equity (regardless of whether such enforceability is considered in a proceeding in law or in equity).



 


		2.2	There does not now exist any default or violation by it of or under, and neither the execution,
delivery and performance of this Guaranty nor the consummation of any of the transactions contemplated hereby or by any of the
other documents securing this Guaranty, now existing or hereafter arising, if any (collectively, the "Security Documents"),
will result in any default or violation, or in the creation or any lien or encumbrance, or give rise to any right of termination,
amendment, cancellation or acceleration, of or under, any of the terms, conditions or obligations of: (i) its (with respect to
any Guarantor that is not a natural person) articles or certificate of incorporation and regulations or bylaws, if a corporation,
its partnership agreement, partnership certificate and bylaws, if a partnership, its articles of organization, operating agreement
and bylaws, if a limited liability company, or its organizational documents, if some other type of entity or association, as applicable;
(ii) any note, bond, indenture, mortgage, deed of trust, franchise, permit, lease or other agreement or instrument to which it
is a party of by which it or any of its assets is bound; or (iii) any law, regulation, ruling, order, injunction, decree, condition
or other requirement applicable to or imposed upon it by any law, court or governmental agency, authority or other body.



 


		2.3	Guarantor is fully aware of the financial condition of Debtor and is executing and delivering this
Guaranty based solely upon Guarantor's own independent investigation of all matters pertinent hereto and is not relying in any
manner upon any representation or statement of Lender.



 


		2.4	Guarantor will comply with all agreements and requirements with which Guarantor is required to
comply, or with which Debtor is required to assure compliance by Guarantor under any of the documents or instruments evidencing
or relating to the Obligations.



 


		2.5	Guarantor will give Lender prompt written notice of the occurrence of any Event of Default, as
hereinafter defined, (or any condition that with the lapse of time or giving of notice or both would constitute an Event of Default)
of which Guarantor has actual or constructive notice.



 



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		3.	Bankruptcy, etc.   It is specifically understood that any modification,
limitation or discharge of the Obligations arising out of or by virtue of any bankruptcy, reorganization or similar proceeding
for relief of debtors under federal or state law will not affect, modify, limit or discharge the liability of Guarantor in any
manner whatsoever and this Guaranty will remain and continue in full force and effect and will be enforceable against Guarantor
to the same extent and with the same force and effect as if any such proceeding had not been instituted. Guarantor waives all rights
and benefits that might accrue to it by reason of any such proceeding and will be liable to the full extent hereunder, irrespective
of any modification, limitation, or discharge of the liability of Debtor that may result from any such proceeding.



 


		4.	Events of Default.



 


		4.1	The occurrence of any of the following events will be deemed to be an "Event of Default"
under this Guaranty: (i) the filing by or against Debtor or any Guarantor of a petition in bankruptcy, for a reorganization, arrangement
or debt adjustment, or for a receiver, trustee or similar creditors' representative for its, his or her property or any part thereof,
or of any other proceeding under any federal or state insolvency or similar law, or the making of any general assignment by Debtor
or any Guarantor for the benefit of creditors, or Debtor or any Guarantor dissolves or is the subject of any dissolution, winding
up or liquidation; (ii) any other Event of Default (as defined in any of the Obligations); (iii) any default or event of default
under any of the Obligations that does not have a defined set of "Events of Default", (iv) any representation or warranty
made by Guarantor to Lender in this Guaranty is false or erroneous in any material respect, or (v) the failure of Guarantor to
observe or perform any covenant or other agreement with Lender under this Guaranty.



 


		4.2	At the option of Lender, immediately upon the occurrence of any Event of Default (in any case without
demand or notice of any kind, which hereby are expressly waived), Guarantor will pay to Lender all amounts due and to become due
under the Obligations (for purposes of an Event of Default under clause (i) of the immediately preceding paragraph, all of the
Obligations then existing will be accelerated and become immediately due and payable in full from Guarantor, whether or not then
due and payable by Debtor), subject to the Maximum Liability Amount. Guarantor will pay such amounts without setoff, counterclaim,
presentment, demand, protest, and notice of demand, protest, and dishonor, which hereby are expressly waived.



 


		4.3	The rights and remedies of Lender, after the occurrence of any such Event of Default, will include
but not be limited to the right to (i) set-off against and apply to all or any part of the Obligations, without notice, the amount
of any or all moneys, credits and other property of any nature whatsoever of Guarantor now or at any time hereafter in the possession
of, in transit to or from, under the control or custody of, or on deposit with (whether held by Guarantor individually or jointly
with another person or entity), Lender or any affiliate of Lender, and (ii) to exercise any one or more of the rights and remedies
provided a secured party under applicable law with respect to any collateral securing this Guaranty, if any (the "Collateral").
Guarantor waives any requirement of marshalling of any collateral upon the occurrence of any Event of Default.



 



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		5.	Subordination.   No setoff, counterclaim, reduction or diminution
of any Obligation, or any defense of any kind or nature, that Guarantor has or may have in the future against Debtor, or that Debtor
has or may have in the future against Lender, will be available hereunder to Guarantor against Lender. Any indebtedness, liability
or other obligation of Debtor now or hereafter owed to Guarantor hereby is subordinated to the Obligations; and, unless otherwise
agreed by Lender, all payments or other transfers made under or on account of any such indebtedness, liability or other obligation
will be received by Guarantor as trustee for Lender and immediately paid over to Lender on account of the Obligations but without
in any manner reducing or affecting the liability of Guarantor under this Guaranty.



 


		6.	Costs.   To the extent that Lender incurs any costs or expenses in
protecting or enforcing its rights under this Guaranty or under any of the documents that grant Lender a lien on the Collateral,
if any, including but not limited to reasonable attorneys' fees and the costs and expenses of litigation, such costs and expenses
will be due on demand, will be a direct and primary obligation of Guarantor, will be secured by the Collateral, if any, and will
bear interest from the incurring or payment thereof at the Default Rate, as such term is defined in any of the Obligations, or,
in the absence of such a definition, at the highest rate permitted under applicable law.



 


		7.	General.



 


		7.1	Indemnity and Repayments or Recovery
from Lender.   Guarantor will indemnify, defend and hold harmless Lender, its directors, officers,
counsel, agents and employees, from and against all claims, demands, liabilities, judgments, losses, damages, costs and expenses,
joint or several (including all reasonable accounting fees and reasonable attorneys' fees), that Lender or any such indemnified
party may incur relating to or arising out of or in connection with, in any way, directly or indirectly, this Guaranty, any of
the Obligations, Security Documents or Collateral, if any, or any act, omission, matter or actual or proposed transaction under
or with respect to any of the foregoing, except the willful misconduct or gross negligence of such indemnified party. Without
limiting the generality of the foregoing, Guarantor agrees that if at any time all or any part of any payment or transfer of any
kind received by Lender with respect to all or any part of the Obligations or this Guaranty is repaid, set aside or invalidated
by reason of any judgment, decree or order of any court or administrative body, or by reason of any agreement, settlement or compromise
of any claim made at any time with respect to repayment, recovery, setting aside or invalidation of all or any part of such payment
or transfer, Guarantor's obligations under this Guaranty will continue (and/or be reinstated) in full force and effect and Guarantor
will be liable, and Guarantor will indemnify, defend and hold harmless Lender for, the amount or amounts so repaid, recovered,
set aside or invalidated and all other claims, demands, liabilities, judgments, losses, damages, costs and expenses incurred in
connection therewith. The provisions of this Section will be and remain effective notwithstanding any contrary action which may
have been taken by Guarantor in reliance upon such payment or transfer, and any such contrary action so taken will be without
prejudice to Lender's rights under this Guaranty and will be deemed to have been conditioned upon such payment or transfer having
become final and irrevocable. The provisions of this Section will survive any revocation, termination, cancellation, or discharge
of this Guaranty or of any of the Obligations.



 



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		7.2	Notices.   All notices, demands, requests, consents or approvals and
other communications required or permitted hereunder will be in writing, and, to the extent required by applicable law, will comply
with the requirements of the Uniform Commercial Code then in effect, and will be addressed to such party at the address set forth
below or to such other address as any party may give to the other in writing for such purpose:



 


 


	To Lender:	 	Central Bank of Jefferson
	 	 	County, Inc.
	 	 	9300 Shelbyville Rd., Suite 100
	 	 	Louisville KY 40222
	 	 	Attn: Mary Littrell, VP
	 	 	 
	To Guarantor:	 	Chris T. Sullivan
	 	 	3717 W. North B Street
	 	 	Tampa FL 33609
	 	Attn: 	 


 


All such communications, if personally
delivered, will be conclusively deemed to have been received by a party hereto and to be effective when so delivered; if given
by mail, on the fourth business day after such communication is deposited in the mail with first-class postage prepaid, return
receipt requested; or if sent by overnight courier service, on the day after deposit thereof with such service; or if sent by certified
or registered mail, on the third business day after the day on which deposited in the mail.


 


		7.3	Remedies Cumulative, Etc.   The
terms of this Guaranty may be enforced as to any one or more breaches either separately, successively, concurrently, independently
or cumulatively from time to time and as often and in such order as Lender may deem expedient, and no single or partial exercise
of any right or remedy will preclude any further exercise thereof. No right or remedy herein conferred upon or reserved to Lender
hereunder is intended to be exclusive of any other available right or remedy, but each and every such right or remedy will be
cumulative and will be in addition to every other right or remedy given under this Guaranty or now or hereafter existing at law
or in equity or by statute. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default or
default, omission or failure of performance hereunder or under any of the Obligations will impair any such right, remedy or power
or will be construed to be a waiver thereof or an acquiescence therein, nor will it affect any subsequent Event of Default or
default of the same or a different nature.



 



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		7.4	Waivers and Modifications.   No delay or failure on the part of Lender
to exercise any right, remedy or power hereunder, under any of the Security Documents, under any of the Obligations or under applicable
law will impair or waive any such right, remedy or power (or any other right, remedy or power), be considered a waiver of or an
acquiescence in any breach, Event of Default or affect any other or subsequent breach, Event of Default of the same or a different
nature. No waiver of any breach, Event of Default, nor any modification, waiver, discharge or termination of any provision of this
Guaranty or any of the Security Documents, nor consent to any departure by any Guarantor therefrom, will be established by conduct,
custom or course of dealing; and no modification, waiver, discharge, termination or consent will in any event be effective unless
the same is in writing, signed by Lender and specifically refers to this Guaranty, and then such modification, waiver, discharge,
termination or consent will be effective only in the specific instance and for the specific purpose for which given. No notice
to or demand on any Guarantor in any case will entitle any Guarantor to any other or further notice or demand in the same or any
similar or other circumstance.



 


		7.5	Binding Effect, Assignability.   If this Guaranty is executed by more
than one Guarantor, the obligations of such persons or entities hereunder will be joint and several. Any reference to "Guarantor"
will mean each such person or entity individually and collectively. This Guaranty will be binding upon Guarantor and Guarantor's
heirs, administrators, successors and assigns and inure to the benefit of Lender and its successors and assigns; provided, however,
that Guarantor may not assign this Guaranty in whole or in part without the prior written consent of Lender, and Lender at any
time may assign this Guaranty in whole or in part. If any or all of the Obligations are assigned by Lender, this Guaranty will
inure to the benefit of Lender's assignee, and to the benefit of any subsequent assignee, to the extent of the assignment or assignments;
provided that no assignment will operate to relieve Guarantor from any duty to Lender hereunder with respect to any unassigned
portion of the Obligations.



 


		7.6	Gender, etc.  Whenever used herein, the singular number will include the
plural, the plural the singular and the use of the masculine, feminine or neuter gender will include all genders.



 


		7.7	Headings.  The headings in this Guaranty are for convenience only and will
not limit or otherwise affect any of the terms hereof.



 



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		7.8	Complete Agreement.  This Guaranty is the entire and complete agreement
of the parties hereto and supersede all previous understandings and agreements relating to the subject matter hereof. This Guaranty
may be amended only by an instrument in writing that explicitly states that it amends this Guaranty and is signed by Guarantor
and acknowledged by Lender.



 


		7.9	Severability.  The provisions of this Guaranty are intended to be severable.
If any provision of this Guaranty shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting
the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.



 


		7.10	Counterparts.  This Guaranty may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed will be deemed to be an original and all
of which taken together will constitute one and the same agreement. Any party so executing this Guaranty by facsimile transmission
shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the
counterpart executed by facsimile transmission.



 


		7.11	Illegality.  If any provision of this Guaranty is prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity without invalidating
the remainder of such provision and without invalidating any other provision herein; provided, however, that if the provision that
is the subject of such prohibition or invalidity pertains to payment, then, at the option of Lender, all of the Obligations will
become immediately due and payable.



 


		7.12	Governing Law.  This Guaranty has been delivered and accepted at and will
be deemed to have been made at Louisville, Kentucky, and will be interpreted and the rights and liabilities of the parties hereto
determined in accordance with the laws of the Commonwealth of Kentucky, without regard to conflicts of law principles.



 


		7.13	Jurisdiction.  Guarantor
                                                                       hereby irrevocably agrees and submits to the exclusive
                                                                       jurisdiction of any state or federal court located within
                                                                       Jefferson County, Kentucky, or, at the option of Lender
                                                                       in its sole discretion, of any state or federal court(s)
                                                                       located within any other county, state or jurisdiction
                                                                       in which Lender at any time or from time to time chooses
                                                                       in its sole discretion to bring an action or otherwise
                                                                       exercise a right or remedy, and Guarantor waives any objection
                                                                       based on forum non conveniens and any objection
                                                                       to venue of any such action or proceeding.



 


		7.14	Waiver of Jury Trial.  The parties hereto each waive any right to trial
by jury in any action or proceeding relating to this Guaranty, the Security Documents, the Obligations, the Collateral, if any,
or any actual or proposed transaction or other matter contemplated in or relating to any of the foregoing.



 



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	 	/s/ Chris T. Sullivan
	 	Chris T. Sullivan
	 	Dated as of: 12/19/2012


 


COMMONWEALTH OF KENTUCKY


 


COUNTY OF                                                    


 


The foregoing Guaranty
was acknowledged before me on the            day of                                           ,
200      by                                                                                                     .


  


	 	 
	 	NOTARY PUBLIC
	 	Commonwealth of Kentucky
	 	State-at-Large
	 	 
	 	My Commission Expires:                                           


 



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