Exhibit 10.3


 





COMMERCIAL GUARANTY


	Principal	Loan Date	Maturity	Loan No	Call / Coll	Account	Officer	Initials
	$15,000,000	11-5-2015	11-6-2017	4061100374	 	Port #618529	825	 
	References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item.

Any item above containing "***" has been omitted due to text length limitations.


 


	Borrower:	OFS Capital Corporation, a Delaware corporation

10 South Wacker Drive, Suite 2500

Chicago, IL 60606



	Lender:	Pacific Western Bank 

Los Angeles Real Estate and Construction

1880 Century Park East, Suite #800

Los Angeles, CA 90067
	Guarantor:	
        OFS Capital WM, LLC, a Delaware limited liability company

        10 South Wacker Drive, Suite 2500

        Chicago, IL 60606

         
	 	 


 


CONTINUING GUARANTEE OF PAYMENT
AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual
payment and satisfaction of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations
under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce
this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness
or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make
any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off
or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents. Neither Borrower
nor Guarantor is entering into any swap obligations with Lender or otherwise in connection with this Agreement, the Loan Agreement,
or the other Related Documents, and as a result, Guarantor does not guarantee any obligations of Borrower under or in respect of
any of Borrower’s existing or future swap obligations.


INDEBTEDNESS. The word "Indebtedness"
as used in this Guaranty has the meaning assigned to such term in the Loan Agreement.


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


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


DURATION OF GUARANTY. This
Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor
or to Borrower, and will continue in full force until all the Indebtedness incurred or contracted before receipt by Lender of any
notice of revocation shall have been fully and finally paid and satisfied and all of Guarantor's other obligations under this Guaranty
shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's
written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place
as Lender may designate in writing. Written revocation of this Guaranty will apply only to new Indebtedness created after actual
receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new Indebtedness"
does not include the Indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due
and which later becomes absolute, liquidated, determined or due. For this purpose and without limitation, "new Indebtedness"
does not include all or part of the Indebtedness that is: incurred by Borrower prior to revocation; incurred under a commitment
that became binding before revocation; any renewals, extensions, substitutions, and modifications of the Indebtedness. Release
of any other guarantor or termination of any other guaranty of the Indebtedness shall not affect the liability of Guarantor under
this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors
under this Guaranty. Guarantor's obligations under this Guaranty shall be in addition to any of Guarantor's obligations, or any
of them, under any other guaranties of the Indebtedness or any other person heretofore or hereafter given to Lender unless such
other guaranties are modified or revoked in writing; and this Guarantor shall not, unless provided in this Guaranty, affect, invalidate,
or supersede any such other guaranty. It is anticipated that fluctuations may occur in the aggregate amount of the Indebtedness
covered by this Guaranty, and Guarantor specifically acknowledges and agrees that reductions in the amount of the Indebtedness,
even to zero dollars ($0.00), shall not constitute a termination of this Guaranty. This Guaranty is binding upon Guarantor so long
as any of the Indebtedness remains unpaid and even though the Indebtedness may from time to time be zero dollars ($0.00). Notwithstanding
the foregoing, this Guaranty shall terminate upon payment in full of the Indebtedness, termination of any commitments by Lender
to extend additional credit under the Loan Agreement and termination of the Loan Agreement (in accordance with the terms of the
Loan Agreement).


GUARANTOR'S AUTHORIZATION TO LENDER.
Guarantor authorizes Lender, either before or after any revocation hereof, without notice or demand and without lessening Guarantor's
liability under this Guaranty, from time to time: (A) to take such actions as are permitted to be taken by Lender under
the Loan Agreement and the Security Agreements and under applicable law; (B) to alter, compromise, renew, extend, accelerate,
or otherwise change one or more times the time for payment or other terms of the Indebtedness or any part of the Indebtedness,
including increases and decreases of the rate of interest on the Indebtedness; extensions may be repeated and may be for longer
than the original loan term; (C) to take and hold security for the payment of this Guaranty or the Indebtedness, and exchange,
enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of
new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers,
or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments
and credits shall be made on the Indebtedness; and (F) to assign or transfer this Guaranty in whole or in part.


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






    	 	 	 



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	COMMERCIAL GUARANTY
(Continued)
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GUARANTOR'S WAIVERS. Except
as prohibited by applicable law, Guarantor waives any right to require Lender to (A) make any presentment, protest, demand,
or notice of any kind, including notice of change of any terms of repayment of the Indebtedness, default by Borrower or any other
guarantor or surety, any action or nonaction taken by Borrower, Lender, or any other guarantor or surety of Borrower, or the creation
of new or additional Indebtedness; (B) proceed against any person, including Borrower, before proceeding against Guarantor;
(C) proceed against any collateral for the Indebtedness, including Borrower's collateral, before proceeding against Guarantor;
(D) apply any payments or proceeds received against the Indebtedness in any order; (E) disclose any information about
the Indebtedness, the Borrower, the collateral, or any other guarantor or surety, or about any action or nonaction of Lender; or
(F) pursue any remedy or course of action in Lender's power whatsoever.


Guarantor also waives any and all
rights or defenses arising by reason of (G) any disability or other defense of Borrower, any other guarantor or surety or
any other person; (H) the cessation from any cause whatsoever, other than payment in full, of the Indebtedness; (I) the
application of proceeds of the Indebtedness by Borrower for purposes other than the purposes understood and intended by Guarantor
and Lender; (J) any act of omission or commission by Lender which directly or indirectly results in or contributes to the
discharge of Borrower or any other guarantor or surety, or the Indebtedness, or the loss or release of any collateral by operation
of law or otherwise; (K) any statute of limitations in any action under this Guaranty or on the Indebtedness; or (L) any
modification or change in terms of the Indebtedness, whatsoever, including without limitation, the renewal, extension, acceleration,
or other change in the time payment of the Indebtedness is due and any change in the interest rate, and including any such modification
or change in terms after revocation of this Guaranty on the Indebtedness incurred prior to such revocation.


Guarantor waives all rights of subrogation,
reimbursement, indemnification, and contribution and any other rights and defenses that are or may become available to Guarantor
by reason of California Civil Code Sections 2787 to 2855, inclusive.


Guarantor waives all rights and any
defenses arising out of an election of remedies by Lender even though that the election of remedies, such as a non-judicial foreclosure
with respect to security for a guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against
Borrower by operation of Section 580d of the California Code of Civil Procedure or otherwise.


Guarantor waives all rights and defenses
that Guarantor may have because Borrower's obligation is secured by real property. This means among other things: (M) Lender
may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower. (N) If
Lender forecloses on any real property collateral pledged by Borrower: (1) the amount of Borrower's obligation may be reduced
only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale
price. (2) Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed
any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights and defenses
Guarantor may have because Borrower's obligation is secured by real property. These rights and defenses include, but are not limited
to, any rights and defenses based upon Section 580a, 580b, 580d, or 726 of the Code of Civil Procedure.


Guarantor understands and agrees
that the foregoing waivers are unconditional and irrevocable waivers of substantive rights and defenses to which Guarantor might
otherwise be entitled under state and federal law. The rights and defenses waived include, without limitation, those provided by
California laws of suretyship and guaranty, anti-deficiency laws, and the Uniform Commercial Code. Guarantor acknowledges that
Guarantor has provided these waivers of rights and defenses with the intention that they be fully relied upon by Lender. Guarantor
further understands and agrees that this Guaranty is a separate and independent contract between Guarantor and Lender, given for
full and ample consideration, and is enforceable on its own terms. Until all of the Indebtedness is paid in full, Guarantor waives
any right to enforce any remedy Guarantor may have against the Borrower or any other guarantor, surety, or other person, and further,
Guarantor waives any right to participate in any collateral for the Indebtedness now or hereafter held by Lender.


Guarantor's Understanding With
Respect To Waivers. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge
of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy
or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective
only to the extent permitted by law or public policy.


Subordination of Borrower's Debts
to Guarantor. Guarantor agrees that the Indebtedness, whether now existing or hereafter created, shall be superior to any claim
that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby
expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may
now or hereafter have against Borrower with respect to the Indebtedness. In the event of insolvency and consequent liquidation
of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise,
the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be
first applied by Lender to the Indebtedness. Guarantor does hereby assign to Lender all claims which it may have or acquire against
Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective
only for the purpose of assuring to Lender full payment in legal tender of the Indebtedness. Guarantor agrees, and Lender is hereby
authorized, in the name of Guarantor, from time to time to file financing statements and continuation statements and to execute
documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under
this Guaranty.


Miscellaneous
Provisions. The following miscellaneous provisions are a part of this Guaranty:






    	 	 	 



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


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


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


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


CHOICE OF VENUE. If there
is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Los Angeles County, State of
California.


INTEGRATION. Guarantor further
agrees that Guarantor has read and fully understands the terms of this Guaranty. Guarantor has had the opportunity to be advised
by Guarantor's attorney with respect to entering into this Guaranty. Guarantor further agrees that the Guaranty represents the
final agreement between Guarantor and Lender regarding the matters addressed therein and therefore: (a) incorporates all negotiations
of the parties relating to the Guaranty; (b) there are no unwritten oral agreements between Lender and Guarantor, and (c) this
Guaranty may not be contradicted by evidence of any prior, contemporaneous, or subsequent oral agreements or understandings of
Lender and Guarantor. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including
Lender's attorney's fees) suffered by Lender as a result of any breach by Guarantor of the warranties, representations and agreements
of this Paragraph.


INTERPRETATION. If a court
finds that any provision of this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the rest
of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even
if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations,
partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower
or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and
any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty.


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


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


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


Waiver of Jury Trial and Judicial
Reference. This Guaranty shall be subject to the Waiver of Jury Trial and Judicial Reference provisions of the Loan Agreement
which are incorporated herein by this reference.


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


BORROWER. The word "Borrower"
means OFS Capital Corporation, a Delaware corporation, and its successors and assigns.


GUARANTOR. The word
"Guarantor" means OFS Capital WM, LLC, a Delaware limited liability company, and its successors and assigns.


GUARANTY. The word "Guaranty"
means this guaranty from Guarantor to Lender.


INDEBTEDNESS. The word
"Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty.


LENDER. The word "Lender"
means Pacific Western Bank and its successors and assigns.


LOAN AGREEMENT. The
words “Loan Agreement” mean that certain Business Loan Agreement, dated the date hereof, between Borrower and Lender,
as the same may be amended from time to time.


NOTE. The word "Note"
means the Note executed by Borrower in the principal amount of $15,000,000 dated November 5, 2015, together with all renewals of,
extensions of, modifications of, refinancings of, consolidations of and substitutions for the note or credit agreement.






    	 	 	 



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	COMMERCIAL GUARANTY
(Continued)
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RELATED DOCUMENTS. The
words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties,
security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and
documents, whether now or hereafter existing, executed in connection with the Indebtedness.


SECURITY AGREEMENTS.
The words "Security Agreements" mean, collectively, (i) that certain Commercial Security Agreement, dated as of the date
hereof, between Borrower and Lender, as the same shall be amended from time to time and (ii) that certain Commercial Security Agreement,
dated as of the date hereof, between Guarantor, Borrower, and Lender, as the same shall be amended from time to time.


EACH UNDERSIGNED GUARANTOR ACKNOWLEDGES
HAVING READ ALL THE PROVISIONS OF THIS GUARANTY AND AGREES TO ITS TERMS. IN ADDITION, EACH GUARANTOR UNDERSTANDS THAT THIS GUARANTY
IS EFFECTIVE UPON GUARANTOR'S EXECUTION AND DELIVERY OF THIS GUARANTY TO LENDER AND THAT THE GUARANTY WILL CONTINUE UNTIL TERMINATED
IN THE MANNER SET FORTH IN THE SECTION TITLED "DURATION OF GUARANTY". NO FORMAL ACCEPTANCE BY LENDER IS NECESSARY TO
MAKE THIS GUARANTY EFFECTIVE. THIS GUARANTY IS DATED NOVEMBER 5, 2015.


 


	GUARANTOR:	 
	 	 
	 	 
	OFS CAPITAL WM, LLC, A DELAWARE LIMITED LIABILITY COMPANY	 
	 	 
	By:	OFS CAPITAL CORPORATION, its Administrative Manager	 
	 	 	 
	 	 	 
	By:	 	 
	 	Bilal Rashid, Chief Executive Officer of OFS Capital Corporation