Exhibit 10.7


 


GUARANTY AGREEMENT


 


This GUARANTY AGREEMENT
is dated and effective as of December 29, 2017 (as amended, restated or modified from time to time, the “Guaranty”),
and is made by INVENTERGY, INC., a corporation organized and existing under the laws of the State of Delaware, EON COMMUNICATIONS
SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, INVENTERGY HOLDING, LLC, a limited
liability company organized and existing under the laws of the State of Delaware, INVENTERGY INNOVATIONS, LLC, a limited liability
company organized and existing under the laws of the State of Delaware, and INVENTERGY LBS, LLC, a limited liability company organized
and existing under the laws of the State of Delaware (each, a “Guarantor” and together, the “Guarantors”),
in favor of TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands
(the “Buyer”).


 


WHEREAS, pursuant to
a Securities Purchase Agreement dated and effective as of even date herewith (the “Purchase Agreement”) by and
between Inventergy Global, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),
and the Buyer, the Company has agreed to issue to the Buyer and the Buyer has agreed to purchase from Company certain senior secured,
redeemable debentures (the “Debentures”), as more specifically set forth in the Purchase Agreement; and


 


WHEREAS, in order to
induce Buyer to purchase the Debentures, and with full knowledge that Buyer would not purchase the Debentures without this Guaranty,
the Guarantors have agreed to execute and deliver this Guaranty to Buyer, for the benefit of Buyer, as security for the Obligations;


 


WHEREAS, the Guarantors
are subsidiaries of the Company and will significantly benefit from Buyer’s purchase of the Debentures from the Company;
and


 


NOW, THEREFORE, in consideration of
the mutual covenants and agreements of the parties hereinafter set forth and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties each intending to be legally bound, hereby do agree as follows:


 


1.           OBLIGATIONS
GUARANTEED


 


The Guarantors hereby
guarantee and become sureties to Buyer for the full, prompt and unconditional payment and performance of the Obligations, when
and as the same shall become due, whether at the stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional
performance of each term and condition to be performed by Company under the Debentures and the other Transaction Documents. This
Guaranty is a primary obligation of the Guarantors and shall be a continuing inexhaustible Guaranty. This is a guaranty of payment
and not of collection. Buyer may require the Guarantors to pay and perform their liabilities and obligations under this Guaranty
and may proceed immediately against the Guarantors without being required to bring any proceeding or take any action against Company
or any other Person prior thereto; the liability of the Guarantors hereunder being independent of and separate from the liability
of Company, any other guarantor, any other Person, and the availability of other collateral security for the Debentures and the
other Transaction Documents.


 




     

     


    

 


2.           DEFINITIONS


 


All capitalized terms
used in this Guaranty that are defined in the Purchase Agreement shall have the meanings assigned to them in the Purchase Agreement,
unless the context of this Guaranty requires otherwise.


 


3.           REPRESENTATIONS
AND WARRANTIES. The Guarantors represent and warrant to Buyer as follows:


 


3.1.          Organization,
Powers. The Guarantors: (i) are each a corporation or limited liability company, as applicable, organized and existing under
the laws of the State of Delaware; (ii) have the power and authority to own their properties and assets and to carry on their business
as now being conducted and as now contemplated; and (iii) have the power and authority to execute, deliver and perform (and the
officer or manager executing this Guaranty on behalf of each of the Guarantors has been duly authorized to so act and execute this
Guaranty on behalf of the Guarantors), and by all necessary action has authorized the execution, delivery and performance of, all
of its obligations under this Guaranty and any other Transaction Documents to which it is a party.


 


3.2.          Execution
of Guaranty. This Guaranty, and each other Transaction Document to which the Guarantors are a party, have been duly executed
and delivered by the Guarantors. Execution, delivery and performance of this Guaranty and each other Transaction Document to which
the Guarantors are a party will not: (i) violate any provision of any law, rule or regulation, any judgment, order, writ, decree
or other instrument of any governmental authority, or any provision of any contract or other instrument to which the Guarantors
are a party or by which the Guarantors or any of their properties or assets are bound; (ii) result in the creation or imposition
of any lien, claim or encumbrance of any nature, other than the liens created by the Transaction Documents; and (iii) require any
consent from, exemption of, or filing or registration with, any governmental authority or any other Person, other than any filings
in connection with the liens created by the Transaction Documents.


 


3.3.          Obligations
of Guarantors. This Guaranty and each other Transaction Document to which the Guarantors are a party are the legal, valid and
binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the same may
be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’
rights generally or by equitable principles which may affect the availability of specific performance and other equitable remedies.
The purchase of the Debenture by Buyer and the assumption by the Guarantors of their obligations hereunder and under any other
Transaction Document to which the Guarantors are a party will result in material benefits to Guarantor. This Guaranty was entered
into by the Guarantors for commercial purposes.


 




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3.4.          Litigation.
There is no demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
proceeding of any nature whatsoever at law or in equity or by or before any governmental authority now pending or, to the knowledge
of the Guarantors, threatened, against or affecting the Guarantors or any of their properties, assets or rights which, if adversely
determined, would materially impair or affect: (i) the value of any collateral securing the Obligations; (ii) the Guarantors’
right to carry on its business substantially as now conducted (and as now contemplated); (iii) the Guarantors’ financial
condition; or (iv) the Guarantors’ capacity to consummate and perform its obligations under this Guaranty or any other Transaction
Document to which the Guarantors are a party.


 


3.5.          No
Defaults. The Guarantors are not in default beyond the expiration of any applicable grace or cure periods, in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained herein or in any contract or other instrument
to which each Guarantor is a party or by which each Guarantor or any of its properties or assets are bound.


 


3.6.          No
Untrue Statements. To the knowledge of each Guarantor, no Transaction Document or other document, certificate or statement
furnished to Buyer by or on behalf of Company or each Guarantor contains any untrue statement of a material fact or omits to state
a material fact necessary in order to make the statements contained herein and therein not misleading. Each Guarantor acknowledges
that all such statements, representations and warranties shall be deemed to have been relied upon by Buyer as an inducement to
purchase the Debentures.


 


4.           NO
LIMITATION OF LIABILITY


 


4.1.          Each
Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than the Guarantors
and, in full recognition of that fact, each Guarantor consents and agrees that Buyer may, at any time and from time to time, without
notice or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty: (i) change the manner,
place or terms of payment of (including, without limitation, any increase or decrease in the principal amount of the Obligations
or the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any of the Obligations,
any security therefor, or any of the Transaction Documents evidencing same, and the Guaranty herein made shall apply to the Obligations
and the Transaction Documents as so changed, extended, renewed, supplemented or modified; (ii) sell, exchange, release, surrender,
realize upon or otherwise deal with in any manner and in any order, any property securing the Obligations; (iii) supplement, modify,
amend or waive, or enter into or give any agreement, approval, waiver or consent with respect to, any of the Obligations, or any
part thereof, or any of the Transaction Documents, or any additional security or guaranties, or any condition, covenant, default,
remedy, right, representation or term thereof or thereunder; (iv) exercise or refrain from exercising any rights against Company
or other Persons (including the Guarantors) or against any security for the Obligations; (v) accept new or additional instruments,
documents or agreements in exchange for or relative to any of the Transaction Documents or the Obligations, or any part thereof;
(vi) accept partial payments on the Obligations; (vii) receive and hold additional security or guaranties for the Obligations,
or any part thereof; (viii) release, reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer
and/or enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Buyer, in its
sole and absolute discretion, may determine; (ix) add, release, settle, modify or discharge the obligation of any maker, endorser,
guarantor, surety, obligor or any other Person who is in any way obligated for any of the Obligations, or any part thereof; (x)
settle or compromise any Obligations, whether in a Proceeding or not, and whether voluntarily or involuntarily, dispose of any
security therefor (with or without consideration and in whatever manner Buyer deems appropriate), and subordinate the payment of
any of the Obligations, whether or not due, to the payment of liabilities owing to creditors of Company other than Buyer and each
Guarantor; (xi) consent to the merger, change or any other restructuring or termination of the corporate existence of Company or
any other Person, and correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall
not affect the liability of the Guarantors or the continuing effectiveness hereof, or the enforceability hereof with respect to
all or any part of the Obligations; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Obligations
and/or (xiii) take any other action which might constitute a defense available to, or a discharge of, Company or any other Person
(including the Guarantors) in respect of the Obligations.


 




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4.2.          The
invalidity, irregularity or unenforceability of all or any part of the Obligations or any Transaction Document, or the impairment
or loss of any security therefor, whether caused by any action or inaction of Buyer, or otherwise, shall not affect, impair or
be a defense to each Guarantor’s obligations under this Guaranty.


 


4.3.          Upon
the occurrence and during the continuance of any Event of Default, Buyer may enforce this Guaranty independently of any other remedy,
guaranty or security Buyer at any time may have or hold in connection with the Obligations, and it shall not be necessary for Buyer
to marshal assets in favor of Company, any other guarantor of the Obligations or any other Person or to proceed upon or against
and/or exhaust any security or remedy before proceeding to enforce this Guaranty. Each Guarantor expressly waives any right to
require Buyer to marshal assets in favor of Company or any other Person, or to proceed against Company or any other guarantor of
the Obligations or any collateral provided by any Person, and agrees that Buyer may proceed against any obligor (including the
Guarantors) and/or the collateral in such order as Buyer shall determine in its sole and absolute discretion. Buyer may file a
separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any
other Person, or whether any other Person is joined in any such action or actions. Each Guarantor agrees that Buyer and Company
may deal with each other in connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter
existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty.


 




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4.4.          Each
Guarantor expressly waives, to the fullest extent permitted by applicable law, any and all defenses which each Guarantor shall
or may have as of the date hereof arising or asserted by reason of: (i) any disability or other defense of Company, or any other
guarantor for the Obligations, with respect to the Obligations; (ii) the unenforceability or invalidity of any security for or
guaranty of the Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations;
(iii) the cessation for any cause whatsoever of the liability of Company, or any other guarantor of the Obligations (other
than by reason of the full payment and performance of all Obligations (other than contingent indemnification obligations)); (iv)
any failure of Buyer to marshal assets in favor of Company or any other Person; (v) any failure of Buyer to give notice of sale
or other disposition of collateral to Company or any other Person or any defect in any notice that may be given in connection with
any sale or disposition of collateral; (vi) any failure of Buyer to comply with applicable laws in connection with the sale or
other disposition of any collateral or other security for any Obligations, including, without limitation, any failure of Buyer
to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Obligations; (vii) any
act or omission of Buyer or others that directly or indirectly results in or aids the discharge or release of Company or any other
guarantor of the Obligations, or of any security or guaranty therefor by operation of law or otherwise; (viii) any law which provides
that the obligation of a surety or guarantor must neither be larger in amount or in other respects more burdensome than that of
the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (ix)
any failure of Buyer to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (x) the election
by Buyer, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United
States Bankruptcy Code; (xi) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy
Code; (xii) any use of collateral under Section 363 of the United States Bankruptcy Code; (xiii) any agreement or stipulation with
respect to the provision of adequate protection in any bankruptcy proceeding of any Person; (xiv) the avoidance of any lien or
security interest in favor of Buyer for any reason; (xv) any bankruptcy, insolvency, reorganization, arrangement, readjustment
of debt, liquidation or dissolution proceeding commenced by or against any Person, including without limitation any discharge of,
or bar or stay against collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding;
or (xvi) any action taken by Buyer that is authorized by this Section or any other provision of any Transaction Document. Each
Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment
or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever
with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of
new or additional Obligations.


 


4.5.          This
is a continuing guaranty and shall remain in full force and effect as to all of the Obligations until such date as all amounts
owing by Company to Buyer shall have been paid in full in cash and all obligations of Company with respect to any of the Obligations
shall have terminated or expired (other than contingent indemnification obligations) (such date is referred to herein as the “Termination
Date”).


 


5.           LIMITATION
ON SUBROGATION


 


Until the Termination Date, each Guarantor
waives any present or future right to which each Guarantor is or may become entitled to be subrogated to Buyer’s rights against
Company or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim, right or remedy
of Buyer against Company or any security which Buyer now has or hereafter acquires, whether or not such claim, right or remedy
arises under contract, in equity, by statute, under common law or otherwise. If, notwithstanding such waiver, any funds or property
shall be paid or transferred to each Guarantor on account of such subrogation, contribution, reimbursement, or indemnification
at any time when all of the Obligations have not been paid in full, each Guarantor shall hold such funds or property in trust for
Buyer and shall forthwith pay over to Buyer such funds and/or property to be applied by Buyer to the Obligations.


 




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6.           COVENANTS


 


6.1.          Financial
Statements; Compliance Certificate. No later than ten (10) days after written request therefore from Buyer, each Guarantor
shall deliver to Buyer: (a) financial statements disclosing all of each Guarantor’s assets, liabilities, net worth, income
and contingent liabilities, all in reasonable detail and in form reasonably acceptable to Buyer, signed by each Guarantor, and
certified by each Guarantor to Buyer to be true, correct and complete in all material respects; (b) complete copies of federal
tax returns, including all schedules, each of which shall be signed and certified by each Guarantor to be true and complete copies
of such returns; and (c) such other information respecting the Guarantors as Buyer may from time to time reasonably request.


 


6.2.          Subordination
of Other Debts. Each Guarantor hereby: (a) subordinates the obligations now or hereafter owed by Company to each Guarantor
(“Subordinated Debt”) to any and all obligations of Company to Buyer now or hereafter existing while this Guaranty
is in effect, and hereby agrees that each Guarantor will not request or accept payment of or any security for any part of the Subordinated
Debt, and any proceeds of the Subordinated Debt paid to each Guarantor, through error or otherwise, shall immediately be forwarded
to Buyer by each Guarantor, properly endorsed to the order of Buyer, to apply to the Obligations.


 


6.3.          Security
for Guaranty. All of each Guarantor’s obligations and liabilities evidenced by this Guaranty is also secured by all of
the Collateral of the Guarantors pursuant to that certain Security Agreement by and between the Guarantors and Buyer made of even
date herewith (the “Security Agreement”). All of the agreements, conditions, covenants, provisions, representations,
warranties and stipulations contained in the Security Agreement or any other Transaction Documents to which the Guarantors are
a party which are to be kept and performed by each Guarantor are hereby made a part of this Guaranty to the same extent and with
the same force and effect as if they were fully set forth herein, and each Guarantor covenants and agrees to keep and perform them,
or cause them to be kept or performed, strictly in accordance with their terms.


 


7.           EVENTS
OF DEFAULT


 


Each of the Events of Default in the Debenture,
Purchase Agreement or any other Transaction Document shall constitute an Event of Default hereunder.


 


8.           REMEDIES.


 


8.1.          Upon
an Event of Default, as provided in the Debenture, Purchase Agreement or any other Transaction Document, all liabilities and obligations
of each Guarantor hereunder shall become immediately due and payable without demand or notice and, in addition to any other remedies
provided by law or in equity, Buyer may:


 


8.1.1.          Enforce
the obligations of each Guarantor under this Guaranty.


 


8.1.2.          To
the extent not prohibited by and in addition to any other remedy provided by law or equity, setoff against any of the Obligations
any sum owed by Buyer in any capacity to each Guarantor whether due or not.


 




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8.1.3.          Perform
any covenant or agreement of the Guarantors in default hereunder (but without obligation to do so) and in that regard pay such
money as may be required or as Buyer may reasonably deem expedient. Any costs, expenses or fees, including reasonable attorneys’
fees and costs, incurred by Buyer in connection with the foregoing shall be included in the Obligations guaranteed hereby, and
shall be due and payable on demand, together with interest at the highest non-usurious rate permitted by applicable law, such interest
to be calculated from the date of such advance to the date of repayment thereof. Any such action by Buyer shall not be deemed to
be a waiver or release of each Guarantor hereunder and shall be without prejudice to any other right or remedy of Buyer.


 


8.2.          Settlement
of any claim by Buyer against Company, whether in any Proceeding or not, and whether voluntary or involuntary, shall not reduce
the amount due under the terms of this Guaranty, except to the extent of the amount actually paid by Company or any other obligated
Person and legally retained by Buyer in connection with the settlement (unless otherwise provided for herein or therein).


 


9.           MISCELLANEOUS.


 


9.1.          Disclosure
of Financial Information. Buyer is hereby authorized to disclose any financial or other information about each Guarantor to
any governmental authority having jurisdiction over Buyer or to any present, future or prospective participant or successor in
interest in the Debentures, provided that any such participant or successor in interest agree to maintain such information
confidential and limit the distribution of such information only to such persons’ Affiliates’ respective partners,
directors, officers, employees, representatives, advisors and agents, including accountants, legal counsel and other advisors (it
being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information
and instructed to keep such information confidential). The information provided may include, without limitation, amounts, terms,
balances, payment history, return item history and any financial or other information about each Guarantor.


 


9.2.          Remedies
Cumulative. The rights and remedies of Buyer, as provided herein and in any other Transaction Document, shall be cumulative
and concurrent, may be pursued separately, successively or together, may be exercised as often as occasion therefor shall arise,
and shall be in addition to any other rights or remedies conferred upon Buyer at law or in equity. The failure, at any one or more
times, of Buyer to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Buyer shall
have the right to take any action it deems appropriate without the necessity of resorting to any collateral securing this Guaranty.


 


9.3.          Integration.
This Guaranty and the other Transaction Documents constitute the sole agreement of the parties with respect to the transactions
contemplated hereby and thereby and supersede all oral negotiations and prior writings with respect thereto.


 


9.4.          Attorneys’
Fees and Expenses. If Buyer retains the services of counsel by reason of a claim of an Event of Default hereunder or under
any of the other Transaction Documents, or on account of any matter involving this Guaranty, or for examination of matters subject
to Buyer’s approval under the Transaction Documents, all costs of suit and all reasonable attorneys’ fees and such
other reasonable expenses so incurred by Buyer shall forthwith, on demand, become due and payable and shall be secured hereby.


 




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9.5.          No
Implied Waiver. Buyer shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification
or waiver is in writing and signed by Buyer, and then only to the extent specifically set forth therein. A waiver in one event
shall not be construed as continuing or as a waiver of or bar to such right or remedy on a subsequent event.


 


9.6.          Waiver.
Except as otherwise provided herein or in any of the Transaction Documents, each Guarantor waives notice of acceptance of this
Guaranty and notice of the Obligations and waives notice of default, non-payment, partial payment, presentment, demand, protest,
notice of protest or dishonor, and all other notices to which each Guarantor might otherwise be entitled or which might be required
by law to be given by Buyer. Each Guarantor waives the right to any stay of execution and the benefit of all exemption laws, to
the extent permitted by law, and any other protection granted by law to guarantors, now or hereafter in effect with respect to
any action or proceeding brought by Buyer against it. Each Guarantor irrevocably waives all claims of waiver, release, surrender,
alteration or compromise and the right to assert against Buyer any defenses, set-offs, counterclaims, or claims that each Guarantor
may have at any time against Company or any other party liable to Buyer.


 


9.7.          No
Third Party Beneficiary. Except as otherwise provided herein, Guarantor and Buyer do not intend the benefits of this Guaranty
to inure to any third party and no third party (including Company) shall have any status, right or entitlement under this Guaranty.


 


9.8.          Partial
Invalidity. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not render any other provision
invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be added automatically a valid and enforceable
provision as similar in terms to such invalid or unenforceable provision as may be possible.


 


9.9.          Binding
Effect. The covenants, conditions, waivers, releases and agreements contained in this Guaranty shall bind, and the benefits
thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns;
provided, however, that this Guaranty cannot be assigned by each Guarantor without the prior written consent of Buyer, and any
such assignment or attempted assignment by each Guarantor shall be void and of no effect with respect to the Buyer.


 


9.10.         Modifications.
This Guaranty may not be supplemented, extended, modified or terminated except by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.


 




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9.11.         Sales
or Participations. Buyer may from time to time sell or assign the Debentures, in whole or in part, or grant participations
in the Debentures and/or the obligations evidenced thereby without the consent of Company or the Guarantors (other than as provided
in the Purchase Agreement), provided, however, Buyer shall provide written notice to Company and the Guarantors of any such assignment
or grant of participations. The holder of any such sale, assignment or participation, if the applicable agreement between Buyer
and such holder so provides, shall be: (a) entitled to all of the rights, obligations and benefits of Buyer (to the extent of such
holder’s interest or participation); and (b) deemed to hold and may exercise the rights of setoff or banker’s lien
with respect to any and all obligations of such holder to the Guarantors (to the extent of such holder’s interest or participation),
in each case as fully as though each Guarantor was directly indebted to such holder. Buyer may in its discretion give notice to
the Guarantors of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Buyer’s
or such holder’s rights hereunder.


 


9.12.         MANDATORY
FORUM SELECTION. Any dispute arising under, relating to, or in connection with THIS
GUARANTY or related to any matter which is the subject of or incidental to THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT,
OR THE COLLATERAL (whether or not such claim is based upon breach of contract or tort)
shall be subject to the exclusive jurisdiction and venue of the state and/or federal courts located in Broward County, Florida;
provided, however, BUYER may, at its sole option, elect to bring any action in any other jurisdiction.
This provision is intended to be a “mandatory” forum selection clause and governed by and interpreted consistent with
Florida law OR NEVADA LAW, AS APPLICABLE. EACH GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND CONSENT
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO EACH GUARANTOR, AS SET FORTH
HEREIN OR IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF COURT OR OTHERWISE.


 


9.13.         
Notices. All notices, requests and demands to or upon Buyer or the Guarantors, to be effective, shall be delivered in the
manner and addressed at the applicable address set forth in the Purchase Agreement. Each Guarantor agrees and acknowledges that
notice to each of them may be sent and delivered to the Company, as required under the Purchase Agreement, and such notice to the
Company shall be deemed valid and effective notice to each Guarantor hereunder.


 


9.14.         Governing
Law. Except in the case of the Mandatory Forum Selection clause set forth in Section 9.12 hereof, this Guaranty shall
be governed by and construed in accordance with the substantive laws of the State of Nevada without reference to conflict of laws
principles.


 


9.15.         Joint
and Several Liability. The word “Guarantor” or “Guarantors” shall mean all of the undersigned persons,
if more than one, and their liability shall be joint and several. The liability of the Guarantors shall also be joint and several
with the liability of any other guarantor under any other guaranty.


 




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9.16.         Continuing
Enforcement. If, after receipt of any payment of all or any part of the Obligations, Buyer is compelled or reasonably agrees,
for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a determination
that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust
funds), then this Guaranty shall continue in full force and effect or be reinstated, as the case may be, and each Guarantor shall
be liable for, and shall indemnify, defend and hold harmless Buyer with respect to the full amount so surrendered. The provisions
of this Section shall survive the termination of this Guaranty and shall remain effective notwithstanding the payment of the Obligations,
the cancellation, conversion or redemption of the Debentures, this Guaranty or any other Transaction Document, the release of any
security interest, lien or encumbrance securing the Obligations or any other action which Buyer may have taken in reliance upon
its receipt of such payment. Any cancellation, release or other such action shall be deemed to have been conditioned upon any payment
of the Obligations having become final and irrevocable.


 


9.17.         WAIVER
OF JURY TRIAL. EACH GUARANTOR AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY LENDER OR THE GUARANTORS ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE
DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND THE GUARANTORS
HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, LENDER AND THE
GUARANTORS WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT PURCHASE THE DEBENTURES IF THE WAIVERS SET
FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY.


 


[signature page follows ]


 




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IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


	 	INVENTERGY, INC.
	 	 	 
	 	By: 	/s/ Joe Beyers
	 	Name:	Joe Beyers
	 	Title: 	Chief Executive Officer


 


	STATE OF 	 	)	 
	 	 	)   SS.	 
	COUNTY OF 	 	)	 


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Joe Beyers, the Chief Executive Officer
of Inventergy, Inc., a Delaware corporation, who is personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered the said instrument
as his/her own free and voluntary act and as the free and voluntary act of said limited liability company, for the uses and purposes
therein set forth.


 


GIVEN under my hand and notarial seal this
_____ day of ________________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 




    	 	11	 



     


    

 


IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


	 	EON COMMUNICATIONS SYSTEMS, INC.
	 	 	 
	 	By:	/s/ Joe Beyers
	 	Name:	Joe Beyers
	 	Title: 	Chief Executive Officer


 


	STATE OF 	 	)	 
	 	 	)  SS.	 
	COUNTY OF 	 	)	 


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Joe Beyers, the Chief Executive Officer
of eOn Communications Systems, Inc., a Delaware corporation, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the uses and
purposes therein set forth.


 


GIVEN under my hand and notarial seal this
_____ day of ________________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 




    	 	12	 



     


    

 


IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


	 	INVENTERGY HOLDING, LLC
	 	 
	 	By: 	/s/ Joe Beyers
	 	Name:	Joe Beyers
	 	Title: 	Chief Executive Officer


 


	STATE OF 	 	)	 
	 	 	)   SS.	 
	COUNTY OF 	 	)	 


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Joe Beyers, the Chief Executive Officer
of Inventergy Holding, LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name
is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said limited liability company,
for the uses and purposes therein set forth.


 


GIVEN under my hand and notarial seal this
_____ day of ________________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 




    	 	13	 



     


    

 


IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


	 	INVENTERGY INNOVATIONS, LLC
	 	 	 
	 	By: 	/s/ Joe Beyers
	 	Name:	Joe Beyers
	 	Title: 	Chief Executive Officer


 


	STATE OF 	 	)	 
	 	 	)   SS.	 
	COUNTY OF 	 	)	 


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Joe Beyers, the Chief Executive Officer
of Inventergy Innovations, LLC, a Delaware limited liability company, who is personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said limited liability company,
for the uses and purposes therein set forth.


 


GIVEN under my hand and notarial seal this
_____ day of ________________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 




    	 	14	 



     


    

 


IN WITNESS WHEREOF,
Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and year first
above written.


 


	 	INVENTERGY LBS, LLC
	 	 	 
	 	By: 	/s/ Joe Beyers
	 	Name:	Joe Beyers
	 	Title: 	Chief Executive Officer


 


	STATE OF 	 	)	 
	 	 	)   SS.	 
	COUNTY OF 	 	)	 


 


The undersigned, a
Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that Joe Beyers, the Chief Executive Officer
of Inventergy LBS, LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he/she signed and delivered
the said instrument as his/her own free and voluntary act and as the free and voluntary act of said limited liability company,
for the uses and purposes therein set forth.


 


GIVEN under my hand and notarial seal this
_____ day of ________________, 20____.


 


	 	 	 
	 	Notary Public	 
	 	 	 
	 	My Commission Expires:	 
	 	 	 


 




    	 	15