PERSONAL GUARANTY AGREEMENT


 


This Guaranty Agreement
(“Agreement”) is made and executed this 16th day of February 2012 by Nikolas Konstant, an individual, with a
business address located at 2049 Century Park East, Suite 3670, Los Angeles, CA 90067 and EOS Petro, Inc., a Delaware corporation
with the same business address, (“Guarantors”), in favor of Vatsala Sharma,
with an address located at 22338 La Quilla Drive, Los Angeles, CA 91311, (“Lender”) as the provider of
the four hundred thousand US Dollars ($400,000.00) in Bridge Debt Financing to Nikolas Konstant and his company EOS Petro Inc,
with the same business address listed above (“Borrower”).


 


The undersigned Guarantor
undertakes and agrees as follows:


 


(1)          Obligations
Guaranteed. To induce Lender to establish and/or continue financing arrangements with Borrower pursuant to the terms of the
Bridge Debt Agreement referred to below, and for other good and valuable consideration, the Guarantors, intending to be legally
bound, hereby absolutely and unconditionally, severally and jointly, guarantees and becomes Guarantor for the payment and performance
when due (at maturity, upon acceleration, or otherwise) of all of remaining Borrower Obligation to Lender of every kind or nature,
whether joint or several, due or to become due, absolute or contingent, now existing or hereafter arising, and whether principal,
interest, fees, costs, expenses or otherwise (including without limitation any interest and/or expenses accruing following the
commencement of any insolvency, receivership, reorganization or bankruptcy case or proceeding relating to any Borrower, whether
or not a claim for post-petition interest and/or expenses is allowed or allowable in such case or proceeding). The Guarantor shall
also pay or reimburse Lender as the prevailing party on demand for all costs and expenses, including without limitation attorneys’
fees, incurred by Agent at any time to enforce, protect, preserve, or defend Lender’ rights hereunder and with respect to
any property securing this Agreement. All payments hereunder shall be made in lawful money of the United States, in immediately
available funds. Unless otherwise defined herein, all capitalized terms in this Agreement shall have the respective meanings given
to such terms in those certain agreements entered into concurrently among Borrowers and Lender. As there are two (2) Guarantors,
the representations, covenants and liability of the Guarantor hereunder shall be joint and several under the specific timeline
described herein and the term “Guarantor” as used in this Agreement shall refer to all Guarantors collectively
and to each individually, unless the context otherwise requires.


 


(2)          Representations
and Warranties. The Guarantor represents and warrants that:


 


(a)          The
Guarantor’s execution and performance of this Agreement shall not (i) violate or result in a default or breach (immediately
or with the passage of time) under any contract, agreement or instrument to which the Guarantor is a party, or by which the Guarantor
is bound, (ii) violate or result in a default or breach under any order, decree, award, injunction, judgment, law, regulation or
rule, (iii) cause or result in the imposition or creation of any lien upon any property of the Guarantor, or (iv) violate or result
in a breach of the certificate of formation or organization, articles of incorporation or organization, bylaws, operating agreement,
as applicable, or any other organizational document of the Guarantor.


 



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(b)          The
Guarantor has the full power and authority to enter into and perform under this Agreement, which has been authorized by all necessary
corporate or organizational, as applicable, action on behalf of the Guarantor.


 


(c)          No
consent, license or approval of, or filing or registration with, any governmental authority is necessary for the execution and
performance hereof by the Guarantor.


 


(d)          This
Agreement constitutes the valid and binding obligation of the Guarantor enforceable in accordance with its terms.


 


(e)          This
Agreement promotes and furthers the business and interests of the Guarantor and the creation of the obligations hereunder will
result in direct financial benefit to the Guarantor.


 


(3)          Guarantor
Acknowledgements.


 


(a)          The
Guarantor hereby waives notice of (i) acceptance of this Agreement, (ii) the existence or incurring from time to time of any Obligations
guaranteed hereunder, (iii) nonpayment, the existence of any Event of Default, the making of demand, or the taking of any action
by Lender, under the Preferred Stock Agreement, and (iv) default and demand hereunder.


 


(b)          The
Guarantor further acknowledges that the Guarantor (i) has examined or had the opportunity to examine the Preferred Stock Agreement
and related agreements and (ii) waives any defense which may exist resulting from the Guarantor’s failure to receive or examine
at any time the Loan Documents or any amendments, supplements, restatements or replacements therefor.


 


(c)          The
Guarantor acknowledges that in entering into this Agreement the Guarantor is not relying upon any statement, representation, warranty
or opinion of any kind from Lender as to the present or future financial condition, performance, assets, liabilities or prospects
of Borrowers or as to any other matter.


 


(4)          Lender
Actions. The Guarantor hereby consents and agrees that Lender may at any time or from time to time in their discretion (a)
extend or defer the timing of dividends, (b) modify the terms and conditions under which an extension of credit may be made to
Borrowers, (e) settle, compromise or grant releases for liabilities of any Borrower, and/or any other Person or Persons liable
with Guarantor for, any Obligations, (d) and exchange, compromise, release or surrender, or subordinate or release any lien on
any Borrower asset (including any collections therefrom or proceeds thereof); all of the foregoing in such manner and upon such
terms as Lender may see fit, and without notice to or further consent from the Guarantor, who hereby agrees to be and shall remain
bound upon this Agreement notwithstanding any such action on Lender’s part.


 



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(5)         Scope
of Guaranty. The Agreement is an agreement of suretyship and a guaranty of payment and not of collection. The liability of
the Guarantor hereunder is absolute, primary, unlimited and unconditional and shall not be reduced, impaired or affected in any
way by reason of (a) any failure to obtain, retain or preserve, or the lack of prior enforcement of, any rights against any Person
or Persons liable for the Obligations (including Borrowers and the Guarantor), (b) the invalidity, unenforceability or voidability
of any Obligations or any liens or rights by any Person or Persons, (c) any delay in making demand upon any Borrower or any delay
in enforcing, or any failure to enforce, any rights against any Borrower or any other Person or Persons liable for any or all of
the Obligations or in any collateral pledged by any Person or Persons, even if such rights are thereby lost, (d) any failure, neglect
or omission on Lender’s part to obtain, perfect or continue any lien upon, protect, exercise rights against, or realize on
the Borrower, the Guarantor or any other party securing the Obligations, (e) the existence or nonexistence of any defenses which
may be available to any Borrower with respect to the Obligations, (f) the granting of any waiver or forbearance at any time and
for any period with respect to any performance by any Borrower or any Event(s) of Default under the Preferred Stock Agreement,
(g) the commencement of any bankruptcy, reorganization, liquidation, dissolution or receivership proceeding or case filed by or
against any Borrower or any Guarantor or (h) any other fact, event, condition or omission which may give rise to suretyship defense
or any other defense. Guarantor promises and undertakes to make all payments hereunder free and clear of any deduction, offset,
defense, claim or counterclaim of any kind.


 


(6)         Reinstatement.
If any or all payments securing any or all of the Obligations made from time to time to Lender with respect to any Obligation hereby
guaranteed are at any time recovered from, or repaid by, Lender in whole or in part in any bankruptcy, reorganization, receivership,
insolvency or similar case or proceeding instituted by or against the Borrower, this Agreement shall continue to be fully applicable
to (or, as the case may be, reinstated to be applicable to) such obligation to the same extent as if the recovered or repaid payment(s)
or proceeds had never been originally paid to Lender.


 


(7)         Cumulative
Remedies. All rights and remedies hereunder and under the Preferred Stock Agreement or other agreements entered into concurrently
by the parties hereto are cumulative but alternative;


 


(8)         Subrogation.
Any and all rights of any nature of the Guarantor to subrogation, reimbursement or indemnity and any right of the Guarantor to
recourse to any assets or property of the Borrower as a result of any payments made or to be made hereunder for any reason shall
be unconditionally subordinated to all of the Lender’s rights under the Preferred Stock Agreement and the Guarantor shall
not at any time exercise or be entitled to the benefit of any of such rights unless and until all of the Obligations have been
unconditionally paid in full. Any payments received by the Guarantor in violation of this Section 8 shall be held in trust for
and immediately remitted to the benefit of Lender.


 


(9)         Agent
Records. Lender’s books and records of any and all of the Obligations, absent manifest error, shall be prima facie evidence
against the Guarantor of the indebtedness owing or to become owing to Lender hereunder.


 


(10)        Continuing
Guarantee. This Agreement shall constitute a continuing Guarantor obligation with respect to all Obligations from time to time
incurred or arising and shall continue in effect until all Obligations are indefeasibly paid and satisfied and the liability of
the Guarantor under this Agreement may not be revoked or terminated.


 


(11)        Setoff.
The Guarantor agrees that Lender shall have a right of setoff against any and all property of the Guarantor now or at any time
in Lender’s possession, including without limitation deposit accounts, and the proceeds thereof, as security for the obligations
of the Guarantor hereunder.


 



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(12)        Acceleration.
If an Event of Default occurs under any of the agreements entered into concurrently herewith, including a Collateral Assignment,
Securities Purchase Agreement, Term Sheet/Loan Agreement, Secured Promissory Note, and Leasehold Mortgage, Assignment, Security
Agreement and Fixture Filing, all dated 2/15/12 or 2/16/12 then all of the Guarantor’s liabilities of every kind or nature
to Lender hereunder shall, at Lenders option, become immediately due and payable (or automatically due and payable to the extent
the Obligations under the Preferred Stock Agreement become automatically due and payable by reason of the occurrence of any Event
of Default under the terms and conditions of the Preferred Stock Agreement, and Lender may at any time and from time to time, at
Lender’s option (regardless of whether the liability of Borrower for any or all of the Obligations has matured or may then
be enforced), take any and/or all actions and enforce all rights and remedies available hereunder or under applicable law to collect
the Guarantor’s liabilities hereunder.


 


(13)        Enforcement
Timing. Failure or delay in exercising any right or remedy against the Guarantor hereunder shall not be deemed a waiver thereof
or preclude the exercise of any other right or remedy hereunder. No waiver of any breach of any provision of this Agreement shall
be construed as a waiver of any subsequent breach or of any other provision.


 


(14)        Successors
and Assigns. This Agreement shall (a) be legally binding upon the Guarantor, and the Guarantor’s successors and assigns,
provided that the Guarantor’s obligations hereunder may not be delegated or assigned without Lender’s prior written
consent and (b) benefit any and all of Lender’s successors and assigns.


 


(15)        Entire
Agreement. This Agreement embodies the whole agreement and understanding of the parties hereto relative to the subject guaranty.
No modification or waiver of any provision hereof shall be enforceable unless agreed to by Lender and Guarantor in writing.


 


(16)        CHOICE
OF LAW; VENUE; JURY WAIVER. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF
THE STATE OF CALIFORNIA WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES. GUARANTOR HEREBY CONSENTS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN LOS ANGELES, CALIFORNIA AND IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S ELECTION,
ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH
COURTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR
HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREUNDER.


 


(17)        Service
of Process; Notices.


 


(a)          TO
THE MAXIMUM EXTENT ALLOWED BY LAW, GUARANTOR HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO SERVICE OF PROCESS
BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED. In the event such waiver is unenforceable at the time process is to
be served, Guarantor agrees to unequivocally and unconditionally execute a Notice and Acknowledgment of Receipt of summons and
complaint and any other applicable documents.


 



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(b)          Any
and all notices which may be given to Guarantor by Lender hereunder shall be sent to Guarantor at the address of Guarantor set
forth on the signature page hereto (or such other address at which Guarantor is then located) and shall be sent in the manner described
in the concurrently executed agreements.


 


(18)        Suretyship
Waivers.


 


(a)          Guarantor
shall remain bound under this Agreement for the Obligations of Borrowers to Lender and shall be liable to Lender for any and all
of the Obligations remaining unpaid after any such foreclosure.


 


(b)          To
the maximum extent permitted by law, Guarantor specifically waives the benefit of the statute of limitations affecting its liability
hereunder or the enforcement hereof, or the collection of any Obligations, including, without limiting the foregoing, any and all
special statutes of limitations arising out of California Code of Civil Procedure sections 580a or 726(b), and any laws of similar
tenor in the State of California. Any partial payment by Borrowers, or any of them, which operates to toll any statute of limitations
as to Borrowers shall likewise toll the statute of limitations as to Guarantor.


 


(c)          Guarantor
acknowledges that Guarantor may have certain rights under applicable law which, if not waived by Guarantor, might provide Guarantor
with defenses against Guarantor’s liability under this Agreement. Among those rights, are certain rights of subrogation,
reimbursement, indemnification and contribution, and rights provided in sections 2787 to 2855, inclusive, of the California Civil
Code, and any laws of similar tenor in the State of California. Guarantor waives all of Guarantor’s rights of subrogation,
reimbursement, indemnification, and contribution, and any other rights and defenses that are or may become available to Guarantor
by reason of any or all of California Civil Code sections 2787 to 2855, inclusive, and any laws of similar tenor in the State of
California, including, without limitation, Guarantor’s rights:


 


(i)          To
require Lender to notify Guarantor of any default by Borrowers, provide Guarantor with notice of any sale or other disposition
of security for any Obligations, disclose information with respect to the Obligations, Borrowers, or any other guarantor, surety,
co-signer or endorser, or with respect to any collateral;


 


(ii)         That
Guarantor’s obligation under this Agreement must be commensurate with that of Borrowers;


 


(iii)        To
be discharged based upon the absence of any liability of Borrowers, at any time, by virtue of operation of law, or otherwise, or
due to any other disability or defense of Borrowers or any other guarantor, surety, endorser or co-signer;


 


(iv)        To
be discharged if any of the terms, conditions or provisions of the Obligations are altered in any respect;


 



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(v)         To
be discharged upon acceptance by Agent of anything in partial satisfaction of the Obligations, and/or if Agent designates the portion
of the Obligations to be satisfied;


 


(vi)        To
be discharged upon any modification of the Obligations or the release by Agent of Borrowers, or any of them, or any other guarantor,
surety, endorser or co-signer;


 


(vii)       To
require Lender to proceed against Borrowers, or any other guarantor, surety, endorser, co-signer, or other person, or to pursue
or refrain from pursuing any other remedy in Agent’s power;


 


(viii)      To
receive the benefit of or participate in any and all security for repayment and/or performance of the Obligations;


 


(ix)         To
have any security for the Obligations first applied to satisfy or discharge the Obligations;


 


(x)          That
any arbitration award rendered against Borrowers, or any of them, not constitute an award against Guarantor;


 


(xi)         To
be discharged based upon any failure by Lender to perfect or continue perfection of any lien, use due diligence to collect all
or any part of any Obligations, or if recovery against Borrowers becomes barred by any statute of limitations, or if Borrowers
are not liable for any deficiency after Lender realizes upon any collateral; and


 


(xii)        To
be discharged due to the release or discharge of any collateral for any Obligations or guaranty or surety, or relating to the validity,
value or enforceability of any collateral.


 


(d)          Guarantor
waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as
a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation
and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure, any laws of
similar tenor in the State of California or otherwise.


 


(e)          Guarantor
waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor,
notices of acceptance, notices of the existence, creation or increase of any new or additional credit, notice of sale in regard
to judicial or non-judicial foreclosure of real or personal property collateral and all other notices and demands of any kind or
nature whatsoever except as expressly set forth herein.


 


(19)        Maximum
Liability. To the extent that applicable law otherwise would render the obligations of the Guarantor hereunder invalid or unenforceable,
the Guarantor shall nevertheless remain liable hereunder, provided however that the Guarantor’s obligations shall be limited
to the maximum amount which does not result in such invalidity or unenforceability. Notwithstanding the foregoing, the Guarantor’s
obligations hereunder shall be presumptively valid and enforceable to their fullest extent in accordance with the terms of this
Agreement, as if this Section 18 were not a part of this Agreement.


 



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(20)        Severability.
The invalidity or unenforceability of any provision hereof shall not affect the remaining provisions which shall remain in full
force and effect.


 


[SIGNATURES APPEAR ON FOLLOWING PAGE]


 



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DATED the date and
year first above written:


 


	ACCEPTED AND AGREED:	 	 
	 	 	 
	For Lender	 	For Guarantor
	 	 	 
	/s/ Vatsala Sharma	 	/s/ Nikolas Konstant
	 	 	Nikolas Konstant an individual
	 	 	 
	 	 	Feb 16, 2012
	 	 	 
	 	 	Address for Notice: 


 


	ACCEPTED AND AGREED:	 	 
	 	 	 
	For Lender	 	For Guarantor
	 	 	 
	 	 	/s/ Michael Finch
	 	 	EOS Petro, Inc.  a corporation
	 	 	 
	 	 	2-24-12, 2012