Exhibit 10.33


 


 


 





PERSONAL
GUARANTY


 


This
PERSONAL GUARANTY (this “Agreement”), dated as of March 6, 2014, is made by and between DOUGLAS J. VON ALLMEN,
an individual residing in the State of Florida (the “Guarantor”), and LIQUID HOLDINGS GROUP, INC., a Delaware
corporation (the “Borrower”).


 


RECITALS


 


WHEREAS,
Borrower has entered into a Revolving Promissory Note, dated February 26, 2014, with Brian Ferdinand (“Ferdinand”)
as lender thereunder (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with
its provisions, the “Promissory Note”; capitalized terms used herein without definition shall have the meanings
ascribed thereto in the Promissory Note);


 


WHEREAS,
Guarantor is a substantial shareholder of Borrower and acknowledges that he will derive substantial direct and indirect benefits
from the transactions contemplated by the Promissory Note; and


 


WHEREAS,
Borrower has asked Guarantor to guarantee the funding of Loans made pursuant to the Commitment under the Promissory Note;


 


NOW,
THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Guarantor hereby agrees as follows:


 


		1.	Guaranty.
                                         The Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the
                                         Borrower, as primary obligor and not merely as surety, the funding of Loans pursuant
                                         to the Commitment under the Promissory Note (such obligation being referred to collectively
                                         as the “Obligations”). Notwithstanding anything contained herein to
                                         the contrary, the aggregate amount of the Obligations of the Guarantor hereunder at any
                                         time shall not exceed $3,750,000.00. The Guarantor agrees that the Obligations may at
                                         any time and from time to time exceed the amount of the liability of the Guarantor hereunder
                                         without impairing this Agreement or affecting the rights and remedies of the Borrower
                                         hereunder.



 


		2.	Agreement
                                         to Pay; Subrogation. If Ferdinand fails to pay any Obligation when and as due, the
                                         Guarantor agrees to promptly pay the amount of such unpaid Obligation to the Borrower
                                         on the terms and conditions set forth in the Promissory Note. Upon payment by the Guarantor
                                         of any sums to the Borrower as provided herein, Guarantor shall take by subrogation all
                                         of Ferdinand’s rights under the Promissory Note with respect to the Loan made thereunder
                                         that has been funded by Guarantor.



 


		3.	Guaranty
                                         Fee. The Borrower agrees to pay to the Guarantor a guaranty fee equal to the commitment
                                         fee under the Promissory Note, payable on the same terms as such commitment fee is paid.



 






    	 



    	 



    

 


		4.	Amendments.
                                         No term or provision of this Agreement may be waived, amended, supplemented or otherwise
                                         modified except in a writing signed by the parties hereto.



 


		5.	Notices.
                                         All notices and other communications under this Agreement shall be in writing (including
                                         by facsimile, e-mail or other similar electronic formats) and shall be deemed to have
                                         been duly given or made when delivered, or three (3) Business Days after being deposited
                                         in the mail, postage prepaid, addressed as follows, or to such other address as may be
                                         hereafter notified by the respective parties hereto:



 


If
to Borrower, to it at:


 


Liquid
Holdings Group, Inc. 


800
Third Avenue, 38th Floor 


New
York, NY 10022

Attention: General Counsel

Fax: (212) 293-2472 


E-mail:
legal@liquidholdings.com


 


If
to the Holder, to him at:


 


Douglas
J. Von Allmen 


9
Isla Bahia Drive 


Ft.
Lauderdale, FL 33316


 


		6.	Continuing
                                         Guaranty. This Agreement is a continuing guaranty and shall remain in full force
                                         and effect until the Commitment under the Promissory Note has been terminated; and shall
                                         be binding on the Guarantor, its successors and assigns.



 


		7.	Governing
                                         Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT
                                         SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
                                         STATE OF NEW YORK.



 


		8.	Choice
                                         of Forum. Each of the parties hereby irrevocably and unconditionally:



 


		8.1.	submits
                                         for itself and its property in any legal action or proceeding relating to this Agreement,
                                         or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive
                                         general jurisdiction of the courts of the State of New York, the courts of the United
                                         States for the Southern District of New York, and appellate courts from any thereof;



 


		8.2.	consents
                                         that any such action or proceeding may be brought in such courts and waives any objection
                                         that it may now or hereafter have to the venue of any such action or proceeding in any
                                         such court or that such action or proceeding was brought in an inconvenient court and
                                         agrees not to plead or claim the same;



 


		8.3.	agrees
                                         that service of process in any such action or proceeding may be effected by providing
                                         notice in the manner set forth in Section 4;



 






    	2



    	 



    

 


		8.4.	agrees
                                         that nothing herein shall affect the right to effect service of process in any other
                                         manner permitted by law or shall limit the right to sue in any other jurisdiction; and



 


		8.5.	waives,
                                         to the maximum extent not prohibited by law, any right it may have to claim or recover
                                         in any legal action or proceeding referred to in this Section 7 any special, exemplary,
                                         punitive or consequential damages.



 


		9.	Complete
                                         Agreement. This Agreement is intended by the parties hereto as a final expression
                                         of their agreement regarding the subject matter hereof and contains a complete and exclusive
                                         statement of the terms and conditions of such agreement.



 


		10.	Headings.
                                         The Section headings used in this Agreement are for convenience of reference only and
                                         shall not affect the construction hereof.



 


		11.	Severability.
                                         If any provision of this Agreement shall be held to be invalid, illegal or unenforceable
                                         in any jurisdiction, such provision shall be ineffective only to the extent of such invalidity,
                                         illegality or unenforceability, which shall not affect any other provisions hereof or
                                         the validity, legality or enforceability of such provision in any other jurisdiction.



 


		12.	Limitation
                                         of Liability, Etc.; Certain Waivers. No claim shall be made by Borrower against Guarantor
                                         or the affiliates, employees or agents of Guarantor for any special, indirect, consequential
                                         or punitive damages in respect of any claim for breach of contract or under any other
                                         theory of liability arising out of or related to the transactions contemplated by this
                                         Agreement, or any act, omission or event occurring in connection therewith; and Borrower,
                                         on behalf of itself and its subsidiaries, waives, releases and agrees not to sue upon
                                         any claim for any such damages, whether or not accrued and whether or not known or suspected
                                         to exist in its favor.



 


		13.	WAIVER
                                         OF TRIAL BY JURY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
                                         BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR FOR ANY COUNTERCLAIM
                                         THEREIN.



 





 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.


 


 





	DOUGLAS J. VON ALLMEN	 	 	LIQUID HOLDINGS GROUP, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Douglas J. Von
    Allmen	 	 By: 	/s/ Kenneth Shifrin	 
	 	 	 	Name: Kenneth Shifrin	 
	 	 	 	Title: CFO	 



 


 


 


 



    	3