Exhibit 10.3


 


GUARANTY


 


This GUARANTY, dated as of April
__, 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”,
and collectively, the “Guarantors”), in favor of [
], a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as
hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).


 


W I T N E S S E T H:


 


WHEREAS, American Virtual Cloud
Technologies, Inc., a company organized under the laws of the State of Delaware, with offices located at 1720 Peachtree Street, Suite
629, Atlanta, GA 30309 (the “Company”), and each party
listed as a “Buyer” on the Schedule of Buyers attached
thereto (collectively, the “Buyers”) are parties to
the Securities Purchase Agreement, dated as of the date hereof (as amended, restated, extended, replaced or otherwise modified from time
to time, the “Securities Purchase Agreement”), pursuant
to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued
pursuant thereto (as such Notes may be amended, restated, extended, replaced or otherwise modified from time to time in accordance with
the terms thereof, collectively, the “Notes”);


 


WHEREAS, the Securities Purchase
Agreement requires that the Guarantors execute and deliver to the Collateral Agent, (i) a guaranty guaranteeing all of the obligations
of the Company under the Securities Purchase Agreement, the Notes and the other Transaction Documents (as defined below); and (ii) a Security
and Pledge Agreement, dated as of the date hereof, granting the Collateral Agent a lien on and security interest in all of their assets
and properties (the “Security Agreement”); and


 


WHEREAS, each Guarantor has
determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best interest of, such Guarantor.


 


NOW, THEREFORE, in consideration
of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities Purchase Agreement, each Guarantor
hereby agrees with each Buyer as follows:


 


Section
1. Definitions. Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms
thereof. All terms used in this Guaranty and the recitals hereto which are defined in the Securities Purchase Agreement or the Notes,
and which are not otherwise defined herein shall have the same meanings herein as set forth therein. In addition, the following terms
when used in the Guaranty shall have the meanings set forth below:


 


“Bankruptcy Code”
means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy, insolvency
or similar laws).


 


“Business Day”
means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to
remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain
closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders
or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic
funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers
on such day.


 






     


     


    

 


“Buyer”
or “Buyers” shall have the meaning set forth in the recitals hereto.


 


“Capital Stock”
means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however
designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other securities
exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is not a corporation,
any and all partnership, membership or other equity interests of such Person.


 


“Collateral”
means all assets and properties of the Company and each Guarantor, wherever located and whether now or hereafter existing and whether
now owned or hereafter acquired, of every kind and description, tangible or intangible, including, without limitation, the collateral
described in Section 3(a) of the Security Agreement.


 


“Collateral Agent”
shall have the meaning set forth in the recitals hereto.


 


“Company”
shall have the meaning set forth in the recitals hereto.


 


“Governmental Authority”
means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,
municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or
entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature
or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international
organization or any of the foregoing.


 


“Guaranteed Obligations”
shall have the meaning set forth in Section 2 of this Guaranty.


 


“Guarantor”
or “Guarantors” shall have the meaning set forth in the recitals hereto.


 


“Indemnified Party”
shall have the meaning set forth in Section 13(a) of this Guaranty.


 


“Insolvency Proceeding”
means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other bankruptcy or insolvency
law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions generally with creditors, or
proceedings seeking reorganization, arrangement, or other similar relief.


 


“Notes”
shall have the meaning set forth in the recitals hereto.


 






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“Obligations”
shall have the meaning set forth in Section 4 of the Security Agreement.


 


“Other Taxes”
shall have the meaning set forth in Section 12(a)(iv) of this Guaranty.


 


“Paid in Full”
or “Payment in Full” means the indefeasible payment in full in cash of all of the Guaranteed Obligations.


 


“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,
joint venture or other enterprise or entity or Governmental Authority.


 


“Securities Purchase
Agreement” shall have the meaning set forth in the recitals hereto.


 


“Security Agreement”
shall have the meaning set forth in the recitals hereto.


 


“Subsidiary”
means any Person in which a Guarantor directly or indirectly, (i) owns any of the outstanding Capital Stock or holds any equity or
similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person,
and all of the foregoing, collectively, “Subsidiaries”.


 


“Taxes”
shall have the meaning set forth in Section 12(a) of this Guaranty.


 


“Transaction Party”
means the Company and each Guarantor, collectively, “Transaction Parties”.


 


Section
2. Guaranty.


 


(a) The
Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the Collateral
Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations, including,
without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding of the
Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are allowable
in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements,
indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing collectively
being the “Guaranteed Obligations”), and agrees to
pay any and all costs and expenses (including counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under
this Guaranty or any other Transaction Document. Without limiting the generality of the foregoing, each Guarantor’s liability hereunder
shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent
or any Buyer under the Securities Purchase Agreement and the Notes but for the fact that they are unenforceable or not allowable due to
the existence of an Insolvency Proceeding involving any Transaction Party.


 


(b) Each
Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention of all
such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance
for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably agree that the
Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the
Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.


 






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Section
3. Guaranty Absolute; Continuing Guaranty; Assignments.


 


(a) The
Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of the
Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty are
independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to enforce
such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party is joined
in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely as a surety)
and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the extent permitted
by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(i) any
lack of validity or enforceability of any Transaction Document;


 


(ii) any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment
or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to any Transaction Party or extension of the maturity of any Guaranteed
Obligations or otherwise;


 


(iii) any
taking, exchange, release or non-perfection of any Collateral;


 


(iv)
any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;


 


(v) any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction
Party;


 


(vi) any
manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or any
manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any other
Obligations of any Transaction Party under the Transaction Documents or any other assets of any Transaction Party or any of its Subsidiaries;


 






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(vii) any
failure of the Collateral Agent or any Buyer to disclose to any Transaction Party any information relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of any other Transaction Party now or hereafter known to the
Collateral Agent or any Buyer (each Guarantor waiving any duty on the part of the Collateral Agent or any Buyer to disclose such information);


 


(viii) taking
any action in furtherance of the release of any Guarantor or any other Person that is liable for the Obligations from all or any part
of any liability arising under or in connection with any Transaction Document without the prior written consent of the Collateral Agent;
or


 


(ix) any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by
the Collateral Agent or any Buyer that might otherwise constitute a defense available to, or a discharge of, any Transaction Party or
any other guarantor or surety.


 


(b) This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations
is rescinded or must otherwise be returned by the Collateral Agent, any Buyer, or any other Person upon the insolvency, bankruptcy or
reorganization of any Transaction Party or otherwise, all as though such payment had not been made.


 


(c) This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations (other
than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of each Note (other
than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective successors and assigns.
This Guaranty shall inure to the benefit of and be enforceable by the Collateral Agent, the Buyers, and their respective successors, and
permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent or any Buyer
may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any Transaction
Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to
the Collateral Agent or such Buyer (as applicable) herein or otherwise, in each case as provided in the Securities Purchase Agreement
or such Transaction Document.


 


Section
4. Waivers. To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, protest,
notice of acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty
and any requirement that the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person
or any Collateral. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
herein and that the waiver set forth in this Section 4 is knowingly
made in contemplation of such benefits. The Guarantors hereby waive any right to revoke this Guaranty, and acknowledge that this Guaranty
is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future. Without limiting the foregoing,
to the extent permitted by applicable law, each Guarantor hereby unconditionally and irrevocably waives (a) any defense arising
by reason of any claim or defense based upon an election of remedies by the Collateral Agent or any Buyer that in any manner impairs,
reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights
of such Guarantor or other rights of such Guarantor to proceed against any of the other Transaction Parties, any other guarantor or any
other Person or any Collateral, and (b) any defense based on any right of set-off or counterclaim against or in respect of the Guaranteed
Obligations of such Guarantor hereunder. Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Collateral
Agent or any Buyer to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of any other Transaction Party or any of its Subsidiaries now or hereafter known by
the Collateral Agent or a Buyer.


 






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Section
5. Subrogation. No Guarantor may exercise any rights that it may now or hereafter acquire against any Transaction Party
or any other guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s obligations under
this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of the Collateral Agent or any Buyer against any Transaction Party or any other guarantor
or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from any Transaction Party or any other guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until
there has been Payment in Full of the Guaranteed Obligations. If any amount shall be paid to a Guarantor in violation of the immediately
preceding sentence at any time prior to Payment in Full of the Guaranteed Obligations and all other amounts payable under this Guaranty,
such amount shall be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be
credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Transaction Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable
under this Guaranty thereafter arising. If (a) any Guarantor shall make payment to the Collateral Agent of all or any part of the
Guaranteed Obligations, and (b) there has been Payment in Full of the Guaranteed Obligations, the Collateral Agent will, at such Guarantor’s
request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment by such Guarantor.


 


Section
6. Representations, Warranties and Covenants.


 


(a) Each
Guarantor hereby represents and warrants as of the date first written above as follows:


 


(i) such
Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited
liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and
to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a party,
and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing in
each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such
qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material
Adverse Effect.


 






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(ii) The
execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor is
a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do not
and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement
or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding
on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance
(other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in
any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization
or approval applicable to it or its operations or any of its properties.


 


(iii) No
authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required
in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents
to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).


 


(iv) This
Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such Guarantor
is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable against
such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether enforcement
is sought in equity or at law).


 


(v) There
is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which any
of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely
determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction
Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby.


 


(vi) Such
Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents,
and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition
and business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any
Buyer, any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction
Parties.


 






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(vii) There
are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.


 


(b) Each
Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants (except
to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if such
Guarantor were a party thereto.


 


Section
7. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent
and any Buyer may, and is hereby authorized to, at any time and from time to time, without notice to the Guarantors (any such notice
being expressly waived by each Guarantor) and to the fullest extent permitted by law, set-off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Collateral Agent or
any Buyer to or for the credit or the account of any Guarantor against any and all obligations of the Guarantors now or hereafter existing
under this Guaranty or any other Transaction Document, irrespective of whether or not the Collateral Agent or any Buyer shall have made
any demand under this Guaranty or any other Transaction Document and although such obligations may be contingent or unmatured. The Collateral
Agent and each Buyer agrees to notify the relevant Guarantor promptly after any such set-off and application made by the Collateral Agent
or such Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights
of the Collateral Agent or any Buyer under this Section 7 are in
addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent or such Buyer
may have under this Guaranty or any other Transaction Document in law or otherwise.


 


Section
8. Limitation on Guaranteed Obligations.


 


(a) Notwithstanding
any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed
as of any date of determination the greater of:


 


(i) the
amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and


 


(ii) the
amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable or
avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or
similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification.


 


(b) Each
Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer hereunder
or under applicable law.


 






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(c) No
payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent or
any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any
such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected
from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability
of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have
been Paid in Full.


 


Section
9. Notices, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon
receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day
delivery specified, in each case, properly addressed to the party to receive the same. All notices and other communications provided
for hereunder shall be sent, if to any Guarantor, to the Company’s address and/or facsimile number, or if to the Collateral Agent
or any Buyer, to it at its respective address and/or facsimile number, each as set forth in Section 9(f) of the Securities Purchase Agreement.


 


Section
10. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of
this Guaranty shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of
any jurisdiction other than the State of New York. Each Guarantor hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection
herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim, obligation or defense that it is not personally subject
to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of
such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by
law. Nothing contained herein shall be deemed or operate to preclude the Collateral Agent or the Buyers from bringing suit or taking
other legal action against any Guarantor in any other jurisdiction to collect on a Guarantor’s obligations or to enforce a judgment
or other court ruling in favor of the Collateral Agent or a Buyer.


 






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Section
11. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT
MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT
OR IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


Section
12. Taxes.


 


(a) All
payments made by any Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms of the respective
Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting the foregoing,
all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto, excluding
taxes imposed on the net income of the Collateral Agent or any Buyer by the jurisdiction in which the Collateral Agent or such Buyer is
organized or where it has its principal lending office (all such nonexcluded taxes, levies, imposts, deductions, charges, withholdings
and liabilities, collectively or individually, “Taxes”).
If any Guarantor shall be required to deduct or to withhold any Taxes from or in respect of any amount payable hereunder or under any
other Transaction Document:


 


(i) the
amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including
Taxes on amounts payable to the Collateral Agent or any Buyer pursuant to this sentence) the Collateral Agent or each Buyer receives an
amount equal to the sum it would have received had no such deduction or withholding been made,


 


(ii) such
Guarantor shall make such deduction or withholding,


 


(iii) such
Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and


 


(iv) as
promptly as possible thereafter, such Guarantor shall send the Collateral Agent or each Buyer an official receipt (or, if an official
receipt is not available, such other documentation as shall be satisfactory to the Collateral Agent, as the case may be) showing payment. 
In addition, each Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise
with respect to, this Guaranty or any other Transaction Document (collectively, “Other
Taxes”).


 


(b) Each
Guarantor hereby indemnifies and agrees to hold each Indemnified Party harmless from and against Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 12)
paid by any Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement
of, or otherwise with respect to, this Guaranty or any other Transaction Document, and any liability (including penalties, interest and
expenses for nonpayment, late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes
were correctly or legally asserted.  This indemnification shall be paid within thirty (30) days from the date on which the Collateral
Agent or such Buyer makes written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.


 






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(c) If
any Guarantor fails to perform any of its obligations under this Section 12,
such Guarantor shall indemnify the Collateral Agent and each Buyer for any taxes, interest or penalties that may become payable as a result
of any such failure. The obligations of the Guarantors under this Section 12
shall survive the termination of this Guaranty and the payment of the Obligations and all other amounts payable hereunder.


 


Section
13.  Indemnification.


 


(a) Without
limitation of any other obligations of any Guarantor or remedies of the Collateral Agent or the Buyers under this Guaranty or applicable
law, except to the extent resulting from such Indemnified Party’s gross negligence or willful misconduct, as determined by a final
judgment of a court of competent jurisdiction no longer subject to appeal, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless the Collateral Agent and each Buyer and each of their affiliates and their respective officers,
directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand,
any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel)
that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed
Obligations to be the legal, valid and binding obligations of any Transaction Party enforceable against such Transaction Party in accordance
with their terms.


 


(b) Each
Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort
or otherwise) or any fiduciary duty or obligation to any of the Guarantors or any of their respective affiliates or any of their respective
officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified
Party on any theory of liability, for special, indirect, consequential, incidental or punitive damages arising out of or otherwise relating
to the facilities, the actual or proposed use of the proceeds of the advances, the Transaction Documents or any of the transactions contemplated
by the Transaction Documents.


 


Section
14. Miscellaneous.


 


(a) Each
Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds to the Collateral
Agent or each Buyer, at such address specified by the Collateral Agent or such Buyer from time to time by notice to the Guarantors.


 






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(b) No
amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event be
effective unless the same shall be in writing and signed by each Guarantor, the Collateral Agent and each Buyer, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


(c) No
failure on the part of the Collateral Agent or any Buyer to exercise, and no delay in exercising, any right or remedy hereunder or under
any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder or under
any Transaction Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies
of the Collateral Agent and the Buyers provided herein and in the other Transaction Documents are cumulative and are in addition to, and
not exclusive of, any rights or remedies provided by law. The rights and remedies of the Collateral Agent and the Buyers under any Transaction
Document against any party thereto are not conditional or contingent on any attempt by the Collateral Agent or any Buyer to exercise any
of their respective rights or remedies under any other Transaction Document against such party or against any other Person.


 


(d) Any
provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability
of such provision in any other jurisdiction.


 


(e) This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations (other
than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of each Note (other
than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective successors and assigns.
This Guaranty shall inure, together with all rights and remedies of the Collateral Agent hereunder, to the benefit of and be enforceable
by the Collateral Agent, the Buyers, and their respective successors, and permitted pledgees, transferees and assigns. Without limiting
the generality of the foregoing sentence, the Collateral Agent or any Buyer may pledge, assign or otherwise transfer all or any portion
of its rights and obligations under and subject to the terms of the Securities Purchase Agreement or any other Transaction Document to
any other Person in accordance with the terms thereof, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to the Collateral Agent or such Buyer (as applicable) herein or otherwise, in each case as provided in the Securities
Purchase Agreement or such Transaction Document. None of the rights or obligations of any Guarantor hereunder may be assigned or otherwise
transferred without the prior written consent of each Buyer.


 


(f) This
Guaranty and the other Transaction Documents reflect the entire understanding of the transaction contemplated hereby and shall not be
contradicted or qualified by any other agreement, oral or written, entered into before the date hereof.


 


(g) Section
headings herein are included for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose.


 


Section
15. Currency Indemnity.


 


If, for the purpose of obtaining
or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert into any other currency (such
other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”) an amount due under
this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the conversion shall be
made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment of the amount due, in
the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion being made on such date,
or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction (the applicable
date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15 referred to as
the “Judgment Conversion Date”).


 


If, in the case of any proceeding
in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate of exchange prevailing between
the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available funds, the Guarantors shall pay
such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that the amount actually received
in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation
Currency which could have been purchased with the amount of the Judgment Currency stipulated in the judgment or judicial order at the
rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors under this Section 15 shall be
due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Guaranty.


 


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IN WITNESS WHEREOF, each Guarantor
has caused this Guaranty to be executed by its respective duly authorized officer, as of the date first above written.


 


	 	GUARANTORS:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 


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