Exhibit 10.5


 


AMENDED AND RESTATED
GUARANTY


 


AMENDED AND RESTATED GUARANTY (this “Guaranty”),
dated as of August 25, 2021, by (a) AZCOMS, LLC, a Arizona limited liability company (“Azcoms”), DRONE AFS
CORP., a Nevada corporation (“Drone”), LEXTRUM, INC., a California corporation (“Lextrum”),
DRAGONWAVE-X, LLC, an Arizona limited liability company (“Dragonwave-X”), DRAGONWAVE CORP., a Delaware
corporation (“Dragonwave Corp.”), DRAGONWAVE-X CANADA, INC., a Canada corporation (“Dragonwave Canada”),
RVISION, INC., a Nevada corporation (“RVision”), INDURAPOWER, INC., a Delaware corporation (“InduraPower”),
ELITISE, LLC, an Arizona limited liability company (“Elitise”), SOVEREIGN ENGINEERING, LLC, an Arizona
limited liability company (“Sovereign Engineering”), SILVER BULLET TECHNOLOGY, INC., a Delaware corporation (“Silver
Bullet”), SILVER BULLET TECHNOLOGY, LLC, a Delaware limited liability company (“Silver Bullet LLC”),
SKYLINE PARTNERS TECHNOLOGY, LLC, a Delaware limited liability company (“Skyline”), SKY SOVEREIGN, INC.,
a Nevada corporation (“Sky Soverign”), SKY SAPIENCE LTD, a corporation organized under the laws of Isreal (“Sky
Sapience”), LIGHTER THAN AIR SYSTEMS, CORP., a Florida corporation (“Lighter Than Air”), SOVEREIGN
PLASTICS, LLC, a Colorado limited liability company (“Sovereign Plastics”), SPRING CREEK MANUFACTURING, INC.,
a Colorado corporation (“Spring Creek”), VEO PHOTONICS, INC., a California corporation (“VEO”),
VIRTUAL NETCOM, LLC, a Virginia limited liability company (“Virtual NetCom” and, collectively with Azcoms, Drone,
Lextrum, Dragonwave-X, Dragonwave Corp., Dragonwave Canada, RVision, InduraPower, Elitise, Sovereign Engineering, Silver Bullet, Silver
Bullet LLC, Skyline, Sky Sovereign, Sky Sapience, Lighter Than Air, Sovereign Plastics, Spring Creek and VEO, the “Existing Guarantors”
and each individually, an “Existing Guarantor”) and (b) COMS Global Telecommunications,
LLC, a Texas limited liability company (“Global Telecommunications”), COMS
Site Solutions, LLC, a Texas limited liability company (“Site Solutions”), Innovation
Digital, LLC, a California limited liability company (“Innovation Digital”) and RF
Engineering & Energy Resource, LLC, a Michigan limited liability company (“RF Engineering” and, collectively
with Global Telecommunications, Site Solutions and Innovation Digital, the “New Guarantors” and each, a “New
Guarantor”; the New Guarantors and the Existing Guarantors are collectively referred to herein as the “Guarantors”
and each, individually, a “Guarantor”) in favor of (x) Lind Global Asset Management IV, LLC as agent (hereinafter, in
such capacity, the “Secured Party”) for itself and each of the Investors (as hereinafter defined) and (y) and each Investor.


 


WHEREAS, COMSovereign Holding Corp., a Nevada corporation (the
“Company”) (a) and Lind Global Asset Management IV, LLC (the “Initial Investor”) have entered into that
certain Securities Purchase Agreement dated as of May 27, 2021 (as amended and in effect from time to time, the “Initial SPA”);
(b) issues to the Initial Investor that certain Amended and Restated Convertible Promissory Note dated as of the date hereof (as amended
and in effect from time to time, the “Existing Note”); and (c) and the Initial Investor have entered into that certain
Security Agreement dated as of May 27, 2021 (the “Original Security Agreement”); and


 


WHEREAS, in connection with the Initial SPA, the Existing Note
and the Original Security Agreement, (a) the Existing Guarantors guaranteed the obligations of the Company under the Initial SPA, the
Existing Note, the Original Security Agreement and the other documents entered into in connection therewith pursuant to the terms of that
certain Guaranty dated as of May 27, 2021 (as hereto amended and in effect from time to time, the “Original Guaranty”);
and (b) certain of the Existing Guarantors secured their guaranty obligations pursuant to the terms of that certain Security Agreement
dated as of May 27, 2021 by and among certain of the Existing Guarantors and the Initial Investor (as hereto amended and in effect from
time to time, the “Original Subsidiary Security Agreement”); and


 






    


     


    

 


WHEREAS, the Company (a) and Lind Global Fund II LP (the “Second
Investor” and, collectively with the Initial Investor, the “Investors” and each, individually, an “Investor”)
are entering into that that certain Securities Purchase Agreement dated as the date hereof (as amended and in effect from time to time,
the “Second SPA” and, collectively with the Initial SPA, the “SPAs”, and each, individually, an “SPA”);
and (b) issued to the Second Investor that Convertible Promissory Note dated as of the date hereof (as amended and in effect from time
to time, the “Global Fund II Note” and, collectively with the Existing Note, the “Notes”, and each,
individually, a “Note”); and


 


WHEREAS, in connection with the Company entering into the Second
SPA, the Company and the Investors have agreed, among other things, that (a) the Original Security Agreement will be amended and restated
as of the date hereof pursuant to that certain Amended and Restated Security Agreement dated as of the date hereof by and among the Secured
Party, the Investors and the Company (including an assignment of all of the Initial Investor’s rights as secured party under the Original
Security Agreement to the Secured Party as agent for the Investors); (b) the Original Guaranty will be amended and restated as of the
date hereof pursuant to the terms hereof; and (c) the Original Subsidiary Security Agreement will be amended and restated as of the date
hereof pursuant to that certain Amended and Restated Security Agreement dated as of the date hereby by and among the Secured Party, the
Investors and the Guarantors; and


 


WHEREAS, each of the New Guarantors wish to guaranty all of
the Obligations (as hereinafter defined) and each of the Existing Guarantors, the Investors and the Secured Party which to continue and
reaffirm the guaranty provided by the Existing Guarantors in the Original Guaranty in favor of the Investors and the Secured Party; and


 


WHEREAS, the Company is the direct or indirect parent of each
of the Guarantors and all are members of a group of related entities, the success of any one of which is dependent in part on the success
of the other members of such group;


 


WHEREAS, the Guarantors expect to receive substantial direct
and indirect benefits from the extensions of credit to the Company by the Investors pursuant to the Notes (which benefits are hereby acknowledged);


 


WHEREAS, it is a condition precedent to the Investors extending
credit to the Company under the Notes, amending the Initial SPA and entering into the Second SPA, as the case may be, that the Guarantors
execute and deliver to the Secured Party and the Investors an amended and restated guaranty in the form hereof; and


 


WHEREAS, the Guarantors wish to jointly and severally guaranty
the Company’s and the other Guarantors’ obligations to the Secured Party and the Investors under the Notes and the other Transaction Documents
(as such term is defined in each SPA) as provided herein;


 


NOW, THEREFORE, the Guarantors hereby agree with the Secured
Party as follows:


 


1. Definitions.
The term “Obligations” and all other capitalized terms used herein without definition shall have the respective meanings provided
therefor in the Guarantor Security Agreement.


 


2. Guaranty
of Payment and Performance. The Guarantors hereby jointly and
severally guarantee to the Secured Party and each Investor the full and punctual payment when due (whether at stated maturity, by required
pre-payment, by acceleration or otherwise), as well as the performance, of all of the Obligations including all such which would become
due but for the operation of the automatic stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b)
and 506(b) of the Federal Bankruptcy Code. This Guaranty is an absolute, unconditional and continuing guaranty of the full and punctual
payment and performance of all of the Obligations and not of their collectibility only and is in no way conditioned upon any requirement
that the Secured Party or any Investor first attempt to collect any of the Obligations from the Company or resort to any collateral security
or other means of obtaining payment. Should the Company default in the payment or performance of any of the Obligations, the joint and
several obligations of the Guarantors hereunder with respect to such Obligations in default shall, upon demand by the Secured Party, become
immediately due and payable to the Secured Party, for the benefit of the Secured Party and the Investors, without demand or notice of
any nature, all of which are expressly waived by the Guarantors. Payments by the Guarantors hereunder may be required by the Secured Party
on any number of occasions. All payments by the Guarantors hereunder shall be made to the Secured Party, in the manner and at the place
of payment specified therefor in each applicable Note, for the account of the Secured Party. Each Guarantor shall make all payments hereunder
without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions,
withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any
political subdivision thereof or taxing or other authority therein unless such Guarantor is compelled by law to make such deduction or
withholding. If any such obligation is imposed upon such Guarantor with respect to any amount payable by it hereunder, such Guarantor
will pay to the Secured Party, for the account of the applicable Investor, on the date on which such amount is due and payable hereunder,
such additional amount in U.S. dollars as shall be necessary to enable the Secured Party and each Investor to receive the same net amount
which the Secured Party and each Investor would have received on such due date had no such obligation been imposed upon the Guarantor.
Each Guarantor will deliver promptly to the Secured Party certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by such Guarantor hereunder. The obligations of each Guarantor under this paragraph shall survive
the payment in full of the Obligations and termination of this Guaranty.


 






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3. Guarantors’
Agreement to Pay Enforcement Costs, etc. Each Guarantor further
agrees, as the principal obligor and not as a guarantor only, to pay to the Secured Party, for the benefit of the Secured Party and each
Investor, on demand, all costs and expenses (including court costs and reasonable legal expenses) incurred or expended by the Secured
Party in connection with the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under
this §3 from the time when such amounts become due until payment, whether before or after judgment, at the rate of interest for overdue
principal set forth in the Notes, provided that if such interest exceeds the maximum amount permitted to be paid under applicable
law, then such interest shall be reduced to such maximum permitted amount.


 


4. Waivers
by Guarantor; Freedom to Act. Each Guarantor agrees that the Obligations
will be paid and performed strictly in accordance with their respective terms, regardless of any law, regulation or order now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the Secured Party or any Investor with respect thereto. Each
Guarantor waives promptness, diligence, presentment, demand, protest, notice of acceptance, notice of any Obligations incurred and all
other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now
or hereafter in effect, any right to require the marshalling of assets of the Company or any other Person primarily or secondarily liable
with respect to any of the Obligations, and all suretyship defenses generally. Without limiting the generality of the foregoing, each
Guarantor agrees to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and
agrees that the joint and several obligations of the Guarantors hereunder shall not be released or discharged, in whole or in part, or
otherwise affected by (a) the failure of the Secured Party or any Investor to assert any claim or demand or to enforce any right or remedy
against the Company or any other Person primarily or secondarily liable with respect to any of the Obligations; (b) any extensions, compromise,
refinancing, consolidation or renewals of any Obligation; (c) any change in the time, place or manner of payment of any of the Obligations
or any rescissions, waivers, compromise, refinancing, consolidation or other amendments or modifications of any of the terms or provisions
of any Note, the other Transaction Documents or any other agreement evidencing, securing or otherwise executed in connection with any
of the Obligations, (d) the addition, substitution or release of any entity or other person primarily or secondarily liable for any Obligation;
(e) the adequacy of any rights which the Secured Party or any Investor may have against any collateral security or other means of obtaining
repayment of any of the Obligations; (f) the impairment of any collateral securing any of the Obligations, including without limitation
the failure to perfect or preserve any rights which the Secured Party or any Investor might have in such collateral security or the substitution,
exchange, surrender, release, loss or destruction of any such collateral security; or (g) any other act or omission which might in any
manner or to any extent vary the risk of the Guarantors or otherwise operate as a release or discharge of any Guarantor, all of which
may be done without notice to the Guarantors. To the fullest extent permitted by law, each Guarantor hereby expressly waives any and all
rights or defenses arising by reason of (i) any “one action” or “anti-deficiency” law which would otherwise prevent
the Secured Party or any Investor from bringing any action, including any claim for a deficiency, or exercising any other right or remedy
(including any right of set-off), against such Guarantor before or after the Secured Party’s or such Investor’s commencement or completion
of any foreclosure action, whether judicially, by exercise of power of sale or otherwise, or (ii) any other law which in any other way
would otherwise require any election of remedies by the Secured Party or any Investor.


 


5. Unenforceability
of Obligations Against Company. If for any reason the Company
or any other Guarantor have or has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of
the Obligations have become irrecoverable from the Company or any Guarantor by reason of the Company’s or such Guarantor’s insolvency,
bankruptcy or reorganization or by other operation of law or for any other reason, this Guaranty shall nevertheless be binding on the
Guarantors to the same extent as if each Guarantor at all times had been the principal obligor on all such Obligations. In the event that
acceleration of the time for payment of any of the Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Company
or any other Guarantor, or for any other reason, all such amounts otherwise subject to acceleration under the terms of the Notes, the
other Transaction Documents or any other agreement evidencing, securing or otherwise executed in connection with any Obligation shall
be immediately due and payable by the Guarantors.


 






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6. Subrogation;
Subordination.


 


		6.1.	Waiver of Rights Against Company. Until the final payment and
performance in full of all of the Obligations, the Guarantors shall not exercise and each hereby waives any rights against the Company
arising as a result of payment by such Guarantor hereunder, by way of subrogation, reimbursement, restitution, contribution or otherwise,
and will not prove any claim in competition with the Secured Party or any Investor in respect of any payment hereunder in any bankruptcy,
insolvency or reorganization case or proceedings of any nature; the Guarantors will not claim any setoff, recoupment or counterclaim against
the Company in respect of any liability of a Guarantor to the Company; and each Guarantor waives any benefit of and any right to participate
in any collateral security which may be held by the Secured Party or any Investor.



 


		6.2.	Subordination. The payment of any amounts due with respect
to any indebtedness of the Company for money borrowed or credit received now or hereafter owed to any Guarantor is hereby subordinated
to the prior payment in full of all of the Obligations. Each Guarantor agrees that, after the occurrence of any default in the payment
or performance of any of the Obligations, such Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness
of the Company to such Guarantor until all of the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence,
a Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still outstanding,
such amounts shall be collected, enforced and received by such Guarantor as trustee for Secured Party and each Investor and be paid over
to the Secured Party, for the benefit of the Secured Party and each Investor, on account of the Obligations without affecting in any manner
the liability of the Guarantors under the other provisions of this Guaranty.



 


		6.3.	Provisions Supplemental. The provisions of this §6 shall
be supplemental to and not in derogation of any rights and remedies of the Secured Party and each Investor under any separate subordination
agreement which the Secured Party or any Investor may at any time and from time to time enter into with a Guarantor.



 


7. Security;
Setoff. Each Guarantor grants to each of the Secured Party and
each Investor, as security for the full and punctual payment and performance of all of such Guarantor’s obligations hereunder, a
continuing lien on and security interest in all securities or other property belonging to such Guarantor now or hereafter held by the
Secured Party or such Investor and in all deposits (general or special, time or demand, provisional or final) and other sums credited
by or due from the Secured Party or such Investor to such Guarantor or subject to withdrawal by such Guarantor. Regardless of the adequacy
of any collateral security or other means of obtaining payment of any of the Obligations, the Secured Party and each Investor is hereby
authorized at any time and from time to time, without notice to any Guarantor (any such notice being expressly waived by each Guarantor)
and to the fullest extent permitted by law, to set off and apply such deposits and other sums against the obligations of each Guarantor
under this Guaranty, whether or not the Secured Party or such Investor, as the case may be, shall have made any demand under this Guaranty
and although such obligations may be contingent or unmatured.


 


8. Further
Assurances. Each Guarantor agrees that it will from time to time,
at the request of the Secured Party, do all such things and execute all such documents as the Secured Party may consider necessary or
desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Secured Party and the Investors
hereunder. Each Guarantor acknowledges and confirms that such Guarantor itself has established its own adequate means of obtaining from
the Company on a continuing basis all information desired by such Guarantor concerning the financial condition of the Company and that
such Guarantor will look to the Company and not to the Secured Party or any Investor in order for such Guarantor to keep adequately informed
of changes in the Company’s financial condition.


 


9. Termination;
Reinstatement. This Guaranty shall remain in full force and effect
until the Secured Party is given written notice of a Guarantor’s intention to discontinue this Guaranty, notwithstanding any intermediate
or temporary payment or settlement of the whole or any part of the Obligations. No such notice shall be effective unless received and
acknowledged by an officer of each Investor at the address of each Investor for notices set forth in each SPA. No such notice shall affect
any rights of the Secured Party or any Investor hereunder, including without limitation the rights set forth in §§4 and 6, with
respect to any Obligations incurred or accrued prior to the receipt of such notice or any Obligations incurred or accrued pursuant to
any contract or commitment in existence prior to such receipt. This Guaranty shall continue to be effective or be reinstated, notwithstanding
any such notice, if at any time any payment made or value received with respect to any Obligation is rescinded or must otherwise be returned
by the Secured Party or any Investor upon the insolvency, bankruptcy or reorganization of the Company, or otherwise, all as though such
payment had not been made or value received.


 






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10. Successors
and Assigns. This Guaranty shall be binding upon each Guarantor,
its successors and assigns, and shall inure to the benefit of the Secured Party, each Investor and their respective successors, transferees
and assigns. Without limiting the generality of the foregoing sentence, each Investor may assign or otherwise transfer its applicable
Note or any other agreement or note held by it evidencing, securing or otherwise executed in connection with the Obligations, or sell
participations in any interest therein, to any other Person, and such other entity or other person shall thereupon become vested, to the
extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted
to such Investor herein, all in accordance with the applicable Note. The Guarantors may not assign any of its obligations hereunder.


 


11. Notices.
All notices and other communications called for hereunder shall be made in writing and, unless otherwise specifically provided herein,
shall be deemed to have been duly made or given when delivered by hand or mailed first class, postage prepaid, addressed as follows: if
to any Guarantor, at the address set forth beneath its signature hereto, and if to the Secured Party or an Investor, at the address for
notices to the applicable Investor set forth in such Investor’s SPA, or at such address as any party may designate in writing to the other
parties.


 


12. Governing
Law; Consent to Jurisdiction.


 


(a) THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b) EACH
GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK SITTING IN MANHATTAN COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL
BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS
GUARANTY OR IN ANY OTHER TRANSACTION DOCUMENT SHALL AFFECT ANY RIGHT THAT THE SECURED PARTY OR ANY INVESTOR MAY OTHERWISE HAVE TO BRING
ANY ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY OTHER TRANSACTION DOCUMENT AGAINST ANY GUARANTOR OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.


 


(c) EACH
GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER TRANSACTION
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY
SUCH COURT.


 


(d) EACH OF THE GUARANTORS,
EACH INVESTOR AND THE SECURED PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN §12.
NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


 






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13. Amendments
and Waivers. No amendment or waiver of any provision of this Guaranty
nor consent to any departure by any Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Secured
Party. No failure on the part of the Secured Party or any Investor to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.


 


14. Waiver
of Jury Trial. EACH GUARANTOR, AND, BY ITS ACCEPTANCE HEREOF,
THE SECURED PARTY AND EACH INVESTOR, HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER TRANSACTION
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). Except
as prohibited by law, each Guarantor hereby waives any right which it may have to claim or recover in any litigation referred to in the
preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages.
EACH GUARANTOR, AND, BY ITS ACCEPTANCE HEREOF, THE SECURED PARTY AND EACH INVESTOR, (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY
AND THE OTHER TRANSACTION DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


15. Miscellaneous.
This Guaranty constitutes the entire agreement of the Guarantors with respect to the matters set forth herein. The rights and remedies
herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in
addition to any other guaranty of or collateral security for any of the Obligations. The invalidity or unenforceability of any one or
more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease
of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty
shall be equally applicable to the singular and plural forms of the terms defined.


 


16. Contribution.
To the extent any Guarantor makes a payment hereunder in excess of the aggregate amount of the benefit received by such Guarantor in respect
of the extensions of credit under the Credit Agreement (the “Benefit Amount”), then such Guarantor, after the payment
in full, in cash, of all of the Obligations, shall be entitled to recover from each other guarantor of the Obligations such excess payment,
pro rata, in accordance with the ratio of the Benefit Amount received by each such other guarantor to the total Benefit Amount
received by all guarantors of the Obligations, and the right to such recovery shall be deemed to be an asset and property of such Guarantor
so funding; provided, that all such rights to recovery shall be subordinated and junior in right of payment to the final and undefeasible
payment in full in cash of all of the Obligations.


 






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


 


	 	AZCOMS, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address:  	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 


	 	DRONE AFS CORP.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	President
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	LEXTRUM, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary & CFO
	 	 	Address:  	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 


	 	DRAGONWAVE-X, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	5120 S. Julian Drive, Suite 110, Tucson, AZ 85706 


 


	 	DRAGONWAVE CORP.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	DRAGONWAVE-X CANADA, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	President
	 	 	Address: 	362 Terry Fox Drive, Suite 100, Ottawa, Ontario,
    Canada K2K 2P5


 






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	 	RVISION, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address: 	10350 Science Center Drive, Suite 100, San
    Diego, CA, 92121


 


	 	INDURAPOWER, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address:  	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 


	 	ELITISE, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 


	 	SOVEREIGN ENGINEERING, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 


	 	SILVER BULLET TECHNOLOGY, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Authorized Agent
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	SILVER BULLET TECHNOLOGY, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Authorized Agent
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	SKYLINE PARTNERS TECHNOLOGY, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address:  	5120 S. Julian Drive, Suite 110, Tucson, AZ
    85706


 






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	 	SKY SOVEREIGN, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	President
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	SKY SAPIENCE LTD.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address: 	 Yokneam Hi-Tech Park POB 170, Yokneam,
    Israel


 


	 	LIGHTER THAN AIR SYSTEMS, CORP.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address: 	5120 S. Julian Drive, Suite 110, Tucson, AZ
85706


 


	 	VEO PHOTONICS, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	CEO
	 	 	Address: 	10509 Vista Sorrento Pkwy, Suite 120, San Diego,
    CA 92121


 


	 	VIRTUAL NETCOM, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	5180 Parkstone Drive, Suite 170, Chantilly,
Virginia 20151


 






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	 	SOVEREIGN PLASTICS, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	880A Elton Drive, Colorado Springs, CO 80907


 


	 	SPRING CREEK MANUFACTURING, INC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Secretary
	 	 	Address: 	880A Elton Drive, Colorado Springs, CO 80907


 


	 	COMS GLOBAL TELECOMMUNICATIONS, LLC.
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager            
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	COMS SITE SOLUTIONS, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	5000 Quorum Drive, Suite 400, Dallas, TX 75254


 


	 	INNOVATION DIGITAL, LLC
	 	 
	 	 /s/ Daniel L. Hodges
	 	Name:	Daniel L. Hodges
	 	Title:	Authorized Agent
	 	Address:  	15373 Innovation Drive, Suite 180, San Diego,
    CA 92128


 


	 	RF Engineering & Energy
    Resource, LLC
	 	 
	 	By:	 /s/ Daniel L. Hodges
	 	 	Name:	Daniel L. Hodges
	 	 	Title:	Manager
	 	 	Address: 	4460 Commercial Avenue Portage, MI 49002


 


 


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