Exhibit 10.3


 


GUARANTY


 


GUARANTY, dated as of April [_],
2019 (this “Guaranty”), made by each of the signatories hereto (together with any other entity that may become
a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their
permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof,
between Avalanche International, Corp., a Nevada corporation (the “Company”), and the Purchasers (the “Purchase
Agreement”).


 


W I T N E S S E T H:


 


WHEREAS, pursuant to the Purchase
Agreement, the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from the Company,
the Notes (as defined in the Purchase Agreement), subject to the terms and conditions set forth therein; and


 


WHEREAS, each Guarantor will directly
benefit from the extension of credit to the Company represented by the issuance of the Notes;


 


NOW, THEREFORE, in consideration
of the premises and to induce the Purchasers to enter into the Purchase Agreement and to carry out the transactions contemplated
thereby, each Guarantor hereby agrees with the Purchasers as follows:


 


 1.       Definitions.
Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given to them
in the Purchase Agreement. The words “hereof,” “herein,” “hereto” and “hereunder”
and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision
of this Guaranty, and Section and Schedule references are to this Guaranty unless otherwise specified. The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms of such terms. The following terms shall have
the following meanings:


 


“Guaranty”
means this Guaranty, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Obligations”
means, in addition to all other costs and expenses of collection incurred by Purchasers in enforcing any of such Obligations and/or
this Guaranty, all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to
become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company or any Guarantor to the Purchasers,
pursuant to this Guaranty, the Notes, that certain Security Agreement, dated as of the date hereof, among the Company, the Guarantors
and the Purchasers (the “Security Agreement”) and any other instruments, agreements or other documents executed
and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary,
direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or
not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations
or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from
any of the Purchasers as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted,
extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall
include, without limitation: (i) principal of, and interest on the Notes and the loans extended pursuant thereto; (ii) any and
all other fees, indemnities, costs, obligations and liabilities of the Company or any Guarantor from time to time under or in connection
with this Guaranty, the Notes, the Security Agreement and any other instruments, agreements or other documents executed and/or
delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect
of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable
due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company or any Guarantor.


 




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2.       Guaranty.


 


(a)       Guaranty.


 


(i)       The
Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Purchasers and their respective successors,
endorsees, transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations.


 


(ii)       Anything
herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder
and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable
federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
the rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).


 


(iii)       Each
Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guaranty contained in this Section 2 or affecting the rights and remedies of the Purchasers hereunder.


 


(iv)       The
guaranty contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations of each
Guarantor under the guaranty contained in this Section 2 shall have been satisfied by indefeasible payment in full.


 


(v)       No
payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Purchasers
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 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 Obligations or any payment received or collected from such Guarantor
in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until
the Obligations are indefeasibly paid in full.


 


(vi)       Notwithstanding
anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations the specific performance of which
by the Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall
only be liable for making the Purchasers whole on a monetary basis for the Company’s failure to perform such Obligations
in accordance with the Transaction Documents.


 




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(b)       Right
of Contribution. Subject to Section 2(c), each Guarantor hereby agrees that to the extent that a Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution
from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s
right of contribution shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall in
no respect limit the obligations and liabilities of any Guarantor to the Purchasers, and each Guarantor shall remain liable to
the Purchasers for the full amount guaranteed by such Guarantor hereunder.


 


(c)       No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Purchasers, no Guarantor shall be entitled to be subrogated to any of the rights of the Purchasers against the Company or
any other Guarantor or any collateral security or guaranty or right of offset held by the Purchasers for the payment of the Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to the Purchasers by the Company on account of the
Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at
any time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for
the Purchasers, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
to the Purchasers in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Purchasers, if required),
to be applied against the Obligations, whether matured or unmatured, in such order as the Purchasers may determine.


 


(d)       Amendments,
Etc. with Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation
of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Obligations made by the Purchasers may be rescinded by the Purchasers and any of the Obligations continued, and the Obligations,
or the liability of any other Person upon or for any part thereof, or any collateral security or guaranty therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated,
compromised, waived, surrendered or released by the Purchasers, and the Purchase Agreement and the other Transaction Documents
and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in
whole or in part, as the Purchasers may deem advisable from time to time, and any collateral security, guaranty or right of offset
at any time held by the Purchasers for the payment of the Obligations may be sold, exchanged, waived, surrendered or released.
The Purchasers shall have no obligation to protect, secure, perfect or insure any Lien at any time held by them as security for
the Obligations or for the guaranty contained in this Section 2 or any property subject thereto.


 




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(e)       Guaranty
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any
of the Obligations and notice of or proof of reliance by the Purchasers upon the guaranty contained in this Section 2 or acceptance
of the guaranty contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guaranty contained in this Section 2; and
all dealings between the Company and any of the Guarantors, on the one hand, and the Purchasers, on the other hand, likewise shall
be conclusively presumed to have been had or consummated in reliance upon the guaranty contained in this Section 2. Each Guarantor
waives, to the extent permitted by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment
to or upon the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands and agrees that the
guaranty contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance
without regard to (i) the validity or enforceability of the Purchase Agreement or any other Transaction Document, any of the Obligations
or any other collateral security therefor or guaranty or right of offset with respect thereto at any time or from time to time
held by the Purchasers, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance or fraud by Purchasers)
which may at any time be available to or be asserted by the Company or any other Person against the Purchasers, or (iii) any other
circumstance whatsoever (with or without notice to or knowledge of the Company or such Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of the Company for the Obligations, or of such Guarantor under the guaranty
contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its
rights and remedies hereunder against any Guarantor, the Purchasers may, but shall be under no obligation to, make a similar demand
on or otherwise pursue such rights and remedies as they may have against the Company, any other Guarantor or any other Person or
against any collateral security or guaranty for the Obligations or any right of offset with respect thereto, and any failure by
the Purchasers to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any
other Guarantor or any other Person or to realize upon any such collateral security or guaranty or to exercise any such right of
offset, or any release of the Company, any other Guarantor or any other Person or any such collateral security, guaranty or right
of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights
and remedies, whether express, implied or available as a matter of law, of the Purchasers against any Guarantor. For the purposes
hereof, “demand” shall include the commencement and continuance of any legal proceedings.


 


(f)       Reinstatement.
The guaranty contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Purchasers upon the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any
substantial part of its property, or otherwise, all as though such payments had not been made.


 


(g)       Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Purchasers without set-off or counterclaim in U.S.
dollars at the address set forth or referred to in the signature pages to the Purchase Agreement.


 


3.       Representations
and Warranties. Each Guarantor hereby makes the following representations and warranties to Purchasers as of the date hereof:


 


(a)       Organization
and Qualification. The Guarantor is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the applicable jurisdiction set forth on Schedule 3(a), with the requisite corporate power and authority
to own and use its properties and assets and to carry on its business as currently conducted. The Guarantor has no subsidiaries
other than those identified as such on the Disclosure Schedules to the Purchase Agreement. The Guarantor is duly qualified to do
business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, could not, individually or in the aggregate, (i) adversely affect the legality, validity or enforceability
of any of this Guaranty in any material respect, (ii) have a material adverse effect on the results of operations, assets, prospects,
or financial condition of the Guarantor or (iii) adversely impair in any material respect the Guarantor’s ability to perform
fully on a timely basis its obligations under this Guaranty (a “Material Adverse Effect”).


 




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(b)       Authorization;
Enforcement. The Guarantor has the requisite corporate or company power and authority to enter into and to consummate the transactions
contemplated by this Guaranty, and otherwise to carry out its obligations hereunder. The execution and delivery of this Guaranty
by the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of the Guarantor. This Guaranty has been duly executed and delivered by the Guarantor and constitutes
the valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general
application.


 


(c)       No
Conflicts. The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor
of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its certificate or articles
of incorporation, operating agreement, bylaws or other organizational documents, or (ii) conflict with, constitute a default (or
an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Guarantor is a party, or (iii)
result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Guarantor is subject (including federal and state securities laws and regulations), or by which any material
property or asset of the Guarantor is bound or affected, except in the case of each of clauses (ii) and (iii), such conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually or in the aggregate,
have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of any law, ordinance
or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not have a Material
Adverse Effect.


 


(d)       Consents
and Approvals. The Guarantor is not required to obtain any consent, waiver, authorization or order of, or make any filing or
registration with, any court or other federal, state, local, foreign or other governmental authority or other Person in connection
with the execution, delivery and performance by the Guarantor of this Guaranty.


 


(e)       Purchase
Agreement. The representations and warranties of the Company set forth in the Purchase Agreement as they relate to such Guarantor,
each of which is hereby incorporated herein by reference, are true and correct as of each time such representations are deemed
to be made pursuant to such Purchase Agreement, and the Purchasers shall be entitled to rely on each of them as if they were fully
set forth herein, provided that each reference in each such representation and warranty to the Company’s knowledge shall,
for the purposes of this Section 3, be deemed to be a reference to such Guarantor’s knowledge.


 


(f)       Foreign
Law. Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above representations for
which non-U.S. law is applicable. As applicable, such foreign counsel has advised each applicable Guarantor that such counsel knows
of no reason why any of the above representations would not be true and accurate. Such foreign counsel was provided with copies
of this Guaranty and the Transaction Documents prior to rendering its advice, as applicable.


 




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4.       Covenants.


 


(a)       Each
Guarantor covenants and agrees with the Purchasers that, from and after the date of this Guaranty until the Obligations shall have
been indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially
reasonable action that is necessary to be taken or not taken, as the case may be, so that no Event of Default (as defined in the
Notes) is caused by the failure to take such action or to refrain from taking such action by such Guarantor.


 


(b)       So
long as any of the Obligations are outstanding, unless Purchasers holding at least 50.1% of the aggregate principal amount of the
then outstanding Notes shall otherwise consent in writing, each Guarantor will not directly or indirectly on or after the date
of this Guaranty:


 


(i)       enter
into, create, incur, assume or suffer to exist any indebtedness for borrowed money of any kind, including but not limited to, a
guaranty, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income
or profits therefrom;


 


(ii)       enter
into, create, incur, assume or suffer to exist any liens of any kind, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom except for Permitted Liens (as defined in the
Security Agreement);


 


(iii)       amend
its certificate or articles of incorporation, bylaws, operating agreement or other organizational documents so as to adversely
affect any rights of any Purchaser;


 


(iv)       repay,
repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its securities or debt
obligations;


 


(v)     
 pay cash dividends on any equity securities of the Company;


 


(vi)       enter
into any transaction with any Affiliate of the Guarantor which would be required to be disclosed in any public filing of the Company
with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the
disinterested directors of the Company (even if less than a quorum otherwise required for approval of the board of directors of
the Company); or


 


(vii)      enter
into any agreement with respect to any of the foregoing.


 


5.       Miscellaneous.


 


(a)       Amendments
in Writing. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except
in writing by the Purchasers.


 


(b)     
 Notices. All notices, requests and demands to or upon the Purchasers or any Guarantor hereunder shall be effected
in the manner provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 5(b). 


 




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(c)       No
Waiver by Course of Conduct; Cumulative Remedies. The Purchasers shall not by any act (except by a written instrument pursuant
to Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced
in any default under the Transaction Documents, including any Event of Default (as defined in the Notes). No failure to exercise,
nor any delay in exercising, on the part of the Purchasers, any right, power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or
the exercise of any other right, power or privilege. A waiver by the Purchasers of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Purchasers would otherwise have on any future occasion. The rights
and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights
or remedies provided by law.


 


(d)       Enforcement
Expenses; Indemnification.


 


(i)       Each
Guarantor agrees to pay, or reimburse the Purchasers for, all its reasonable costs and expenses incurred in collecting against
such Guarantor under the guaranty contained in Section 2 or otherwise enforcing or preserving any rights under this Guaranty and
the other Transaction Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements
of counsel to the Purchasers.


 


(ii)       Each
Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection
with any of the transactions contemplated by this Guaranty.


 


(iii)       Each
Guarantor agrees to pay, and to save the Purchasers harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Guaranty to the extent the Company would be required to do so pursuant to the
Purchase Agreement.


 


(iv)       The
agreements in this Section 5(d) shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement
and the other Transaction Documents.


 


(e)       Successor
and Assigns. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit
of the Purchasers and their respective successors and assigns; provided that no Guarantor may assign, transfer or delegate any
of its rights or obligations under this Guaranty without the prior written consent of the Purchasers.


 




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(f)       Set-Off.
Each Guarantor hereby irrevocably authorizes the Purchasers at any time and from time to time while an Event of Default (as defined
in the Notes) or other default under any of the Transaction Documents shall have occurred and be continuing, without notice to
such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, to set off and appropriate and
apply any and all deposits, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute
or contingent, matured or unmatured, at any time held or owing by the Purchasers to or for the credit or the account of such Guarantor,
or any part thereof in such amounts as the Purchasers may elect, against and on account of the obligations and liabilities of such
Guarantor to the Purchasers hereunder and claims of every nature and description of the Purchasers against such Guarantor, in any
currency, whether arising hereunder, under the Purchase Agreement, any other Transaction Document or otherwise, as the Purchasers
may elect, whether or not the Purchasers have made any demand for payment and although such obligations, liabilities and claims
may be contingent or unmatured. The Purchasers shall notify such Guarantor promptly of any such set-off and the application made
by the Purchasers of the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of the Purchasers under this Section 5(f) are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Purchasers may have.


 


(g)       Counterparts.
This Guaranty may be executed by two or more of the parties to this Guaranty on any number of separate counterparts (including
by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


(h)       Severability.
Any provision of this Guaranty which 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 provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


(i)       Section
Headings. The section headings used in this Guaranty are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


(j)       Integration.
This Guaranty and the other Transaction Documents represent the agreement of the Guarantors and the Purchasers with respect to
the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Purchasers
relative to the subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.


 


(k)       Governing
Laws. All questions concerning the construction, validity, enforcement and interpretation of this Guaranty shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each of the Company and the Guarantors agree that all proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Guaranty (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal
courts sitting in the City of New York, Borough of Manhattan. Each of the Company and 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 with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and
consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guaranty 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. Each party hereto hereby irrevocably waives, to
the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating
to this Guaranty or the transactions contemplated hereby.


 




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(l)       Acknowledgements.
Each Guarantor hereby acknowledges that:


 


(i)       it
has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Transaction Documents to
which it is a party;


 


(ii)      the
Purchasers have no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guaranty or any
of the other Transaction Documents, and the relationship between the Guarantors, on the one hand, and the Purchasers, on the other
hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(iii)       no
joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Guarantors and the Purchasers.


 


(m)       Additional
Guarantors. The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof to become
a Guarantor for all purposes of this Guaranty by executing and delivering an Assumption Agreement in the form of Annex 1
attached hereto..


 


(n)     
 Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the indefeasible
repayment in full of all amounts owed under the Purchase Agreement, the Notes and the other Transaction Documents.


 


(o)     
 Seniority. The Obligations of each of the Guarantors hereunder rank senior in priority to any other Indebtedness (as
defined in the Purchase Agreement) of such Guarantor.


 


(p)       WAIVER
OF JURY TRIAL. EACH GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.


 


*********************


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF, each of the undersigned
has caused this Guaranty to be duly executed and delivered as of the date first above written.


 


	 	AULT & COMPANY, INC.
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


 


	 	 	 
	 	Milton C. Ault III 	 



 


 


 


	 	RESTAURANT CAPITAL GROUP LLC
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title: 	 


 


 


 


Consented and agreed to:


 


AVALANCHE INTERNATIONAL, CORP.


 


 


	By:	 	 
	 	Name:	 Philip Mansour	 
	 	Title:	 Chief Executive Officer	 


 




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ANNEX 1 TO


 


GUARANTY


 


ASSUMPTION AGREEMENT, dated as of _____, ______, made
by_________________, a __________ [corporation] (the “Additional Guarantor”), in favor of the Purchasers, as
defined in the Guaranty referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in
such Purchase Agreement (as defined below).


 


W I T N E S S E T H:


 


WHEREAS, Avalanche International,
Corp., a Nevada corporation (the “Company”), and the Purchasers have entered into a Securities Purchase Agreement,
dated as of April [_], 2019 (as amended, supplemented or otherwise modified from time to time, the “Purchase Agreement”);


 


WHEREAS, in connection with the Purchase
Agreement, Ault & Company, Inc. and Milton C. Ault III have entered into the Guaranty, dated as of April [_], 2019 (as amended,
supplemented or otherwise modified from time to time, the “Guaranty”), in favor of the Purchasers;


 


WHEREAS, the Guaranty requires the
Additional Guarantor to become a party to the Guaranty; and


 


WHEREAS, the Additional Guarantor
has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty;


 


NOW, THEREFORE, IT IS AGREED:


 


1.       Guaranty.
By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(m) of the Guaranty, hereby
becomes a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named therein as a Guarantor
and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor
thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in the Disclosure Schedules
to the Guaranty. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained
in Section 3 of the Guaranty is true and correct on and as the date hereof as to such Additional Guarantor (after giving effect
to this Assumption Agreement) as if made on and as of such date.


 


2.       Governing
Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 


IN WITNESS WHEREOF, the undersigned has caused this Assumption
Agreement to be duly executed and delivered as of the date first above written.


 


	 	[ADDITIONAL GUARANTOR]
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title:	 


 




    	 	 	 



    	 



    

 


ANNEX 1 TO ASSUMPTION AGREEMENT


 


 


DISCLOSURE SCHEDULES