EXHIBIT 10.22


 





GUARANTY


 


THIS GUARANTY is given as of April 16, 2013, by Twin
Cities Power Holdings, LLC, a Minnesota limited liability company, whose principal business office is located at 16233 Kenyon
Avenue, Suite 210, Lakeville, MN 55044 (“Guarantor”), to PJM Settlement, Inc (“PJM Settlement”), a Pennsylvania
Non-Profit Corporation, on behalf of itself and as agent for PJM Interconnection, L.L.C. (“PJM”), a Delaware limited
liability company, whose principal business office is located at 955 Jefferson Avenue, Valley Forge Corporate Center, Norristown,
Pennsylvania, 19403-2497.


RECITALS


WHEREAS, Twin Cities Power, LLC, whose principal
business office is located at 16233 Kenyon Avenue, Suite 210, Lakeville, MN 55044, will conduct business beginning as of the date
of this Guaranty with PJM pursuant to which Twin Cities Power, LLC may from time to time enter into power and/or related purchase
and sale transactions in the PJM Control Area; and


WHEREAS, pursuant to the PJM Open Access Transmission
Tariff, PJM Operating Agreement and/or the PJM Reliability Assurance Agreement among Load Serving Entities in the PJM Control
Area, (the “Agreements”), PJM Settlement and PJM is authorized to require Transmission Customers and PJM Members to
provide and maintain in effect appropriate creditworthiness arrangements; and


WHEREAS, PJM will accept Twin Cities Power, LLC as
a member or transmission customer only if payments, penalties, and other amounts owed by Twin Cities Power, LLC to PJM Settlement
in connection with the Agreements will be guaranteed by Guarantor;


WHEREAS, Guarantor will directly or indirectly benefit
from Twin Cities Power, LLC becoming a member or transmission customer of PJM and deems it to be in Guarantor’s best interest
to provide this guarantee to PJM Settlement; and


WHEREAS, Guarantor is willing to guarantee payments,
penalties, and other amounts owed by Twin Cities Power, LLC to PJM Settlement under the terms set forth below.


NOW THEREFORE, in consideration of the above premises
and the mutual promises and covenants contained below (which the Guarantor acknowledges constitute adequate consideration for
its obligations hereunder) the Guarantor, intending to be legally bound, agrees as follows:


		(1)	Obligations of Guarantor.
                                         Guarantor unconditionally guarantees to PJM Settlement the prompt and complete payment
                                         of all amounts owed to PJM Settlement by Twin Cities Power, LLC in regard to the Agreements
                                         (or any successor agreements). If all or any part of such amounts is not paid by Twin
                                         Cities Power, LLC when due, Guarantor shall, upon the demand of PJM Settlement, immediately
                                         pay such amount. This is a primary, absolute obligation of Guarantor enforceable by PJM
                                         Settlement, its successors and assigns, or any of its members on its behalf, regardless
                                         of Twin Cities Power, LLC’s ability or willingness to pay.




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		(2)	Duration. This Guaranty
                                         shall continue in force until the entire indebtedness covered by this Guaranty is repaid
                                         in full to PJM Settlement and the Agreement is terminated. PJM Settlement shall not be
                                         bound or obligated to exhaust its recourse against Twin Cities Power, LLC or other persons
                                         or take any other action before being entitled to demand performance by Guarantor hereunder.
                                         This Guaranty shall continue to be effective even in the event of the insolvency, bankruptcy
                                         or reorganization of Twin Cities Power, LLC. This Guaranty will also survive and be binding
                                         upon Guarantor following any merger, reorganization, consolidation or other change in
                                         Twin Cities Power, LLC's or Guarantor’s structure, personnel, business or affairs.



		(3)	Remedies of PJM Settlement.
                                         The rights and remedies of PJM Settlement under this Guaranty are cumulative and concurrent
                                         and shall not be exclusive of any other rights or remedies that PJM Settlement may have
                                         against Twin Cities Power, LLC or Guarantor. No set-off, counterclaim, reduction or diminution
                                         of an obligation or any defense of any kind or nature that Guarantor has or may have
                                         against Twin Cities Power, LLC or PJM Settlement shall affect, modify or impair the obligations
                                         of Guarantor under this Guaranty.



		(4)	Waivers. Guarantor
                                         acknowledges that PJM Settlement will rely upon this Guaranty in accepting Twin Cities
                                         Power, LLC as a member or transmission customer under the Agreements. Guarantor accordingly
                                         waives any claim or defense based upon lack of consideration. Guarantor also irrecoverably
                                         waives presentment, demand, protest or other notice of any kind, including, without limitation,
                                         notice of acceptance of this Guaranty and notice of any claim or demand upon Twin Cities
                                         Power, LLC or Guarantor. Without notice to Guarantor, PJM Settlement may extend the time
                                         for performance under any agreement with Twin Cities Power, LLC or modify, supplement
                                         or amend any agreement, and otherwise agree in any manner with Twin Cities Power, LLC
                                         without affecting Guarantor’s unconditional obligation under this Guaranty.



		(5)	Effect of Bankruptcy.
                                         In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership
                                         or other debtor relief law or any judgment, order or decision thereunder, PJM Settlement
                                         must rescind or restore any payment, or any part thereof, received by PJM Settlement,
                                         any prior release or discharge from the terms of this Agreement shall be with out effect,
                                         and this Agreement will remain in effect.



		(6)	Miscellaneous.
                                         This Guaranty is for the benefit of PJM Settlement, its successors and assigns, and its
                                         members; and is binding upon Guarantor, its successors and assigns, except that Guarantor
                                         may not assign or transfer any of its obligations under this Guaranty, whether by operation
                                         of law or otherwise, without the prior written consent of PJM Settlement. Guarantor will
                                         reimburse PJM Settlement for any expenses incurred by PJM Settlement in enforcing this
                                         Guaranty, including reasonable legal fees. If any provision of this Guaranty is found
                                         by a court of competent jurisdiction to be prohibited or unenforceable, this Guaranty
                                         shall be ineffective only to the extent of such prohibition or unenforceability and such
                                         shall not invalidate the balance of the Guaranty. Guarantor represents and warrants to
                                         PJM Settlement that the execution, delivery and performance of this Guaranty by Guarantor
                                         have been duly authorized by all requisite corporate action of Guarantor. Any Correspondence
                                         to the beneficiary should be sent to the following address:







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PJM Settlement,
Inc.


955 Jefferson
Ave


Valley Forge
Corporate Center


Norristown,
Pa 19403-2497


Attn: Treasurer


 


 


IN WITNESS WHEREOF, Guarantor has caused this Guaranty
to be executed on its behalf by its duly authorized Officer as of the date shown above.





 






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/s/ Timothy Krieger


(Signature)


 


 


Timothy Krieger                             


(Printed name)


 


 


 


CEO                            


(Title)


 


 


 


 






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