Exhibit 10.7


 


SUBSIDIARY
GUARANTY


 


1. Identification.


 


This
Guaranty (the “Guaranty”), dated as of _____________, 2018 is entered into by [REQUIRES COMPLETION], a [REQUIRES
COMPLETION] corporation (“Guarantor”), for the benefit of the Collateral Agent identified below and the parties
identified on Schedule A hereto (each a “Lender” and collectively, the “Lenders”).


 


2. Recitals.


 


2.1 Guarantor
is a direct or indirect subsidiary of Immudyne, Inc., a Delaware corporation (“Parent”). The Lenders have made
and/or are making loans to Parent (the “Loans”). Guarantor will obtain substantial benefit from the proceeds
of the Loans.


 


2.2 The
Loans are and will be evidenced by certain Secured Convertible Promissory Notes (collectively, “Note” or the
“Notes”) issued by Parent on, about or after the date of this Guaranty pursuant to those certain Securities
Purchase Agreements dated at or about the date hereof (“Securities Purchase Agreements”). The Notes issued
on the Closing Date are further described on Schedule A hereto and were and or will be executed by Parent as “Borrower”
for the benefit of each Lender as the “Holder” thereof.


 


2.3 In
consideration of the Loans made and to be made by Lenders to Parent and for other good and valuable consideration, and as security
for the performance by Parent of its obligations under the Notes and as security for the repayment of the Loans and all other
sums due from Debtor to Lenders arising under the Notes (collectively, the “Obligations”), Guarantor, for good
and valuable consideration, receipt of which is acknowledged, has agreed to enter into this Guaranty.


 


2.4 The
Lenders have appointed Alpha Capital Anstalt as Collateral Agent pursuant to that certain Security Agreement dated at or about
the date of this Agreement (“Security Agreement”), among the Lenders and Collateral Agent.


 


2.5 Upper
case terms employed but not defined herein shall have the meanings ascribed to them in the Transaction Documents (as defined in
the Securities Purchase Agreement).


 


3. Guaranty.


 


3.1 Guaranty.
Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with any other guarantor of the Obligations,
the punctual payment, performance and observance when due, whether at stated maturity, by acceleration or otherwise, of all of
the Obligations now or hereafter existing, whether for principal, interest (including, without limitation, all interest that accrues
after the commencement of any insolvency, bankruptcy or reorganization of Parent, whether or not constituting an allowed claim
in such proceeding), fees, commissions, expense reimbursements, liquidated damages, indemnifications or otherwise arising under
the Notes, Security Agreement, or any other Transaction Document (as defined in the Securities Purchase Agreement) (such obligations,
to the extent not paid by Parent being the “Guaranteed Obligations” and included in the definition of Obligations),
and agrees to pay any and all reasonable costs, fees and expenses (including reasonable counsel fees and expenses) incurred by
Collateral Agent and the Lenders in enforcing any rights under the Guaranty set forth herein. Without limiting the generality
of the foregoing, Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by Parent to Collateral Agent and the Lenders, but for the fact that they are unenforceable or not allowable due
to the existence of an insolvency, bankruptcy or reorganization involving Parent.


 






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3.2 Guaranty
Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of the Notes,
regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights
of Collateral Agent or the Lenders with respect thereto. The obligations of Guarantor under this Guaranty are independent of the
Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against Guarantor to enforce such obligations,
irrespective of whether any action is brought against Parent or any other guarantor or whether Parent or any other guarantor is
joined in any such action or actions. The liability of Guarantor under this Guaranty constitutes a primary obligation, and not
a contract of surety, and to the extent permitted by law, shall be irrevocable, absolute and unconditional irrespective of, and
Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(a) any
lack of validity of the Notes or any agreement or instrument relating thereto;


 


(b) any
change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from the Notes, including, without limitation, any increase in the Guaranteed
Obligations resulting from the extension of additional credit to Parent or otherwise;


 


(c) any
taking, exchange, release, subordination or non-perfection of any Collateral, or any taking, release or amendment or waiver of
or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;


 


(d) any
change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of Parent;
or


 


(e)
 any other circumstance (including, without limitation, any statute of limitations) or
any existence of or reliance on any representation by Collateral Agent or the Lenders that might otherwise constitute a defense
available to, or a discharge of, Parent or any other guarantor or surety.


 


This
Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed
Obligations is rescinded or must otherwise be returned by Collateral Agent, the Lenders or any other entity upon the insolvency,
bankruptcy or reorganization of the Parent or otherwise (and whether as a result of any demand, settlement, litigation or otherwise),
all as though such payment had not been made.


 


3.3 Waiver.
Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that Collateral Agent or the Lenders exhaust any right or take any action against
any Borrower or any other person or entity or any Collateral. Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated herein and that the waiver set forth in this Section 3.3 is knowingly
made in contemplation of such benefits. Guarantor hereby waives any right to revoke this Guaranty, and acknowledges that this
Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.


 


3.4
Continuing Guaranty; Assignments. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect
until the later of the indefeasible cash or other payment in full of the Guaranteed Obligations, (b) be binding upon Guarantor,
its successors and assigns, and (c) inure to the benefit of and be enforceable by the Lenders and their successors, pledgees,
transferees and assigns. Without limiting the generality of the foregoing clause (c), any Lender may pledge, assign or otherwise
transfer all or any portion of its rights and obligations under this Guaranty (including, without limitation, all or any portion
of its Notes owing to it) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted such Collateral Agent or Lender herein or otherwise.


 






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3.5
Subrogation. Guarantor will not exercise any rights that it may now or hereafter acquire against the Collateral Agent or
any Lender or other guarantor (if any) that arise from the existence, payment, performance or enforcement of such Guarantor’s
obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution
or indemnification, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Collateral Agent or any Lender or other guarantor (if any), directly
or indirectly, in cash or other property or by set-off or in any other manner, payment or security solely on account of such claim,
remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have
been indefeasibly paid in full. 


 


3.6
Maximum Obligations. Notwithstanding any provision herein contained to the contrary, Guarantor’s liability with respect
to the Obligations shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed
by Lenders from Guarantor without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under
any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law.


 


4. Miscellaneous.



 


4.1 Expenses.
Guarantor shall pay to the Lenders, on demand, the amount of any and all reasonable expenses, including, without limitation, reasonable
attorneys’ fees, reasonable legal expenses and reasonable brokers’ fees, which the Lenders may incur in connection
with exercise or enforcement of any the rights, remedies or powers of the Lenders hereunder or with respect to any or all of the
Obligations.


 


4.2 Waivers,
Amendment and Remedies. No course of dealing by the Lenders and no failure by the Lenders to exercise, or delay by the Lender
in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof
shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Lenders. No amendment,
modification or waiver of any provision of this Guaranty and no consent to any departure by Guarantor therefrom, shall, in any
event, be effective unless contained in a writing signed by the Guarantor and the Majority in Interest (as such term is defined
in the Security Agreement) or Lenders against whom such amendment, modification or waiver is sought, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers
of the Lenders, not only hereunder, but also under any other Transaction Documents and under applicable law are cumulative, and
may be exercised by the Lenders from time to time in such order as the Lenders may elect.


 


4.3 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (c) delivered by a reputable overnight courier service with charges prepaid, or (d) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (i) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below if delivered on a Business Day during normal business hours, or the first Business
Day following such delivery (if delivered other than on a Business Day during normal business hours), (ii) on the first Business
Day following the date deposited with an overnight courier service with charges prepaid, or (iii) on the fifth Business Day following
the date of mailing pursuant to subpart (b) above, or upon actual receipt of such mailing, whichever shall first occur. The addresses
for such communications shall be:


 


	 	To
    Guarantor, to:	c/o
    Immudyne, Inc.
	 	 	1460
    Broadway
	 	 	New
    York, NY 10036
	 	 	Attn:
    Justin Schreiber, CEO
	 	 	 
	 	With
    a copy by fax only to	 
	 	(which
    shall not constitute notice):	Lucosky
    Brookman
	 	 	101
    Wood Avenue South
	 	 	Woodbridge,
    NJ 08830
	 	 	Attn:
    Lawrence Metelitsa, Esq.
	 	 	Fax:
    (732) 395-4401
	 	 	 
	 	To
    the Collateral Agent:	Alpha
    Capital Anstalt
	 	 	 
	 	 	 
	 	To
    Lenders:	To
    the addresses and telecopier numbers set
	 	 	forth
    on Schedule A


 






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Any
party may change its address by written notice in accordance with this paragraph.


 


4.4 Term;
Binding Effect. This Guaranty shall (a) remain in full force and effect until payment and satisfaction in full of all of the
Guaranteed Obligations; (b) be binding upon Guarantor and its successors and permitted assigns; and (c) inure to the benefit of
the Lenders and their respective successors and assigns. All the rights and benefits granted by Guarantor to the Collateral Agent
and Lenders hereunder and other agreements and documents delivered in connection therewith are deemed granted to both the Collateral
Agent and Lenders. Upon the payment in full of the Guaranteed Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
will, upon Guarantor’s request and at Guarantor’s expense, execute and deliver to Guarantor such documents as Guarantor
shall reasonably request to evidence such termination, all without any representation, warranty or recourse whatsoever.


 


4.5 Captions.
The captions of Paragraphs, Articles and Sections in this Guaranty have been included for convenience of reference only, and shall
not define or limit the provisions hereof and have no legal or other significance whatsoever.


 


4.6 Governing
Law; Venue; Severability. This Guaranty shall be governed by and construed in accordance with the laws of the State of New
York without regard to principles of conflicts or choice of law. Any legal action or proceeding against Guarantor with respect
to this Guaranty may be brought in the courts of the State of New York or of the United States for the Southern District of New
York, and, by execution and delivery of this Guaranty, Guarantor hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection
with this Guaranty brought in the aforesaid courts and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. If any provision
of this Guaranty, or the application thereof to any person or circumstance, is held invalid, such invalidity shall not affect
any other provisions which can be given effect without the invalid provision or application, and to this end the provisions hereof
shall be severable and the remaining, valid provisions shall remain of full force and effect. This Guaranty shall be deemed
an unconditional obligation of Guarantor for the payment of money and, without limitation to any other remedies of Lenders, may
be enforced against Guarantor by summary proceeding pursuant to New York Civil Procedure Law and Rules Section 3213 or any similar
rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any other document or agreement
to which Lenders and Guarantor are parties or which Guarantor delivered to Lenders, which may be convenient or necessary to determine
Lenders’ rights hereunder or Guarantor’s obligations to Lenders are deemed a part of this Guaranty, whether or not
such other document or agreement was delivered together herewith or was executed apart from this Guaranty. 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 Agreement 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 other manner
permitted by law. Guarantor irrevocably appoints Parent its true and lawful agent for service of process upon whom all processes
of law and notices may be served and given in the manner described above; and such service and notice shall be deemed valid personal
service and notice upon Guarantor with the same force and validity as if served upon Guarantor.


 






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4.7 Satisfaction
of Obligations. For all purposes of this Guaranty, the payment in full of the Obligations shall be conclusively deemed to
have occurred when the Obligations have been paid pursuant to the terms of the Notes and the Securities Purchase Agreements.


 


4.8 Counterparts/Execution.
This Agreement may be executed in any number of counterparts and by the different signatories hereto on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same
instrument. This Agreement may be executed by facsimile signature and delivered by electronic transmission.


 


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IN
WITNESS WHEREOF, the undersigned have executed and delivered this Guaranty, as of the date first written above.


 


	“GUARANTOR”	 
	 	 
	[REQUIRES
    COMPLETION]	 
	 	 	 
	By:	 	 
	 	Its:
    President / Managing Member	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


This
Guaranty Agreement may be signed by facsimile signature and


delivered
by confirmed facsimile transmission.


 






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SCHEDULE
A TO GUARANTY


 


	PURCHASER AND ADDRESS	 	PURCHASE
PRICE and NOTE PRINCIPAL

	 	 	 
	 	 	 
	 	 	 



 






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ANNEX
B to SECURITY AGREEMENT


 


THE
COLLATERAL AGENT


 


1.
Appointment. The Secured Parties (all capitalized terms used herein and not otherwise defined shall have the
respective meanings provided in the Security Agreement to which this Annex B is attached (the “Agreement”),
by their acceptance of the benefits of the Agreement, hereby designate Alpha Capital Anstalt (“Collateral Agent”)
as the Collateral Agent to act as specified herein and in the Agreement. Each Secured Party shall be deemed irrevocably to authorize
the Collateral Agent to take such action on its behalf under the provisions of the Agreement and any other Transaction Document
(as such term is defined in the Notes) and to exercise such powers and to perform such duties hereunder and thereunder as are
specifically delegated to or required of the Collateral Agent by the terms hereof and thereof and such other powers as are reasonably
incidental thereto. The Collateral Agent may perform any of its duties hereunder by or through its agents or employees.


 


2.
Nature of Duties. The Collateral Agent shall have no duties or responsibilities except those expressly set forth
in the Agreement. Neither the Collateral Agent nor any of its partners, members, shareholders, officers, directors, employees
or agents shall be liable for any action taken or omitted by it as such under the Agreement or hereunder or in connection herewith
or therewith, be responsible for the consequence of any oversight or error of judgment or answerable for any loss, unless caused
solely by its or their gross negligence or willful misconduct as determined by a final judgment (not subject to further appeal)
of a court of competent jurisdiction. The duties of the Collateral Agent shall be mechanical and administrative in nature; the
Collateral Agent shall not have by reason of the Agreement or any other Transaction Document a fiduciary relationship in respect
of any Debtor or any Secured Party; and nothing in the Agreement or any other Transaction Document, expressed or implied, is intended
to or shall be so construed as to impose upon the Collateral Agent any obligations in respect of the Agreement or any other Transaction
Document except as expressly set forth herein and therein.


 


3.
Lack of Reliance on the Collateral Agent. Independently and without reliance upon the Collateral Agent, each Secured Party,
to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial
condition and affairs of the Company and its subsidiaries in connection with such Secured Party’s investment in the Debtors,
the creation and continuance of the Obligations, the transactions contemplated by the Transaction Documents, and the taking or
not taking of any action in connection therewith, and (ii) its own appraisal of the creditworthiness of the Company and its subsidiaries,
and of the value of the Collateral from time to time, and the Collateral Agent shall have no duty or responsibility, either initially
or on a continuing basis, to provide any Secured Party with any credit, market or other information with respect thereto, whether
coming into its possession before any Obligations are incurred or at any time or times thereafter. The Collateral Agent shall
not be responsible to the Debtors or any Secured Party for any recitals, statements, information, representations or warranties
herein or in any document, certificate or other writing delivered in connection herewith, or for the execution, effectiveness,
genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of the Agreement or any other Transaction
Document, or for the financial condition of the Debtors or the value of any of the Collateral, or be required to make any inquiry
concerning either the performance or observance of any of the terms, provisions or conditions of the Agreement or any other Transaction
Document, or the financial condition of the Debtors, or the value of any of the Collateral, or the existence or possible existence
of any default or Event of Default under the Agreement, the Notes or any of the other Transaction Documents.


 


4.
Certain Rights of the Collateral Agent. The Collateral Agent shall have the right to take any action with respect to the
Collateral, on behalf of all of the Secured Parties. To the extent practical, the Collateral Agent shall request instructions
from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement
or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of
Secured Parties holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time
of any such determination); if such instructions are not provided despite the Collateral Agent’s request therefor, the Collateral
Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate
indemnification from the Secured Parties in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall
not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall
have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from
acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no
right to question or challenge the authority of, or the instructions given to, the Collateral Agent pursuant to the foregoing
and (b) the Collateral Agent shall not be required to take any action which the Collateral Agent believes (i) could reasonably
be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable
law.


 






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5.
Reliance. The Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, statement, certificate, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone
message signed, sent or made by the proper person or entity, and, with respect to all legal matters pertaining to the Agreement
and the other Transaction Documents and its duties thereunder, upon advice of counsel selected by it and upon all other matters
pertaining to this Agreement and the other Transaction Documents and its duties thereunder, upon advice of other experts selected
by it. Anything to the contrary notwithstanding, the Collateral Agent shall have no obligation whatsoever to any Secured Party
to assure that the Collateral exists or is owned by the Debtors or is cared for, protected or insured or that the liens granted
pursuant to the Agreement have been properly or sufficiently or lawfully created, perfected, or enforced or are entitled to any
particular priority.


 


6.
Indemnification. To the extent that the Collateral Agent is not reimbursed and indemnified by the Debtors, the Secured
Parties will jointly and severally reimburse and indemnify the Collateral Agent, in proportion to their initially purchased respective
principal amounts of Notes, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against
the Collateral Agent in performing its duties hereunder or under the Agreement or any other Transaction Document, or in any way
relating to or arising out of the Agreement or any other Transaction Document except for those determined by a final judgment
(not subject to further appeal) of a court of competent jurisdiction to have resulted solely from the Collateral Agent’s
own gross negligence or willful misconduct. Prior to taking any action hereunder as Collateral Agent, the Collateral Agent may
require each Secured Party to deposit with it sufficient sums as it determines in good faith is necessary to protect the Collateral
Agent for costs and expenses associated with taking such action.


 


7.
Resignation by the Collateral Agent. 


 


(a)
The Collateral Agent may resign from the performance of all its functions and duties under the Agreement and the other Transaction
Documents at any time by giving 5 days’ prior written notice (as provided in the Agreement) to the Debtors and the Secured
Parties. Such resignation shall take effect upon the appointment of a successor Collateral Agent pursuant to clauses (b) and (c)
below.


 


(b)
Upon any such notice of resignation, the Secured Parties, acting by a Majority in Interest, shall appoint a successor Collateral
Agent hereunder.


 






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(c)
If a successor Collateral Agent shall not have been so appointed within said 5-day period, the Collateral Agent shall then appoint
a successor Collateral Agent who shall serve as Collateral Agent until such time, if any, as the Secured Parties appoint a successor
Collateral Agent as provided above. If a successor Collateral Agent has not been appointed within such 5-day period, the Collateral
Agent may petition any court of competent jurisdiction or may interplead the Debtors and the Secured Parties in a proceeding for
the appointment of a successor Collateral Agent, and all fees, including, but not limited to, extraordinary fees associated with
the filing of interpleader and expenses associated therewith, shall be payable by the Debtors on demand.


 


8.
Rights with respect to Collateral. Each Secured Party agrees with all other Secured Parties and the Collateral Agent
(i) that it shall not, and shall not attempt to, exercise any rights with respect to its security interest in the Collateral,
whether pursuant to any other agreement or otherwise (other than pursuant to this Agreement), or take or institute any action
against the Collateral Agent or any of the other Secured Parties in respect of the Collateral or its rights hereunder (other than
any such action arising from the breach of this Agreement) and (ii) that such Secured Party has no other rights with respect to
the Collateral other than as set forth in this Agreement and the other Transaction Documents. Upon the acceptance of any appointment
as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent and the retiring Collateral
Agent shall be discharged from its duties and obligations under the Agreement.  After any retiring Collateral Agent’s
resignation or removal hereunder as Collateral Agent, the provisions of the Agreement including this Annex B shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent.


 


 


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