Viscount Systems Inc.: Exhibit 10.3 - Filed by newsfilecorp.com






SUBSIDIARY GUARANTEE


SUBSIDIARY GUARANTEE, dated as of
November 24, 2015 (this “Guarantee”), 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 holders (together with its
permitted assigns, the “Holders”) to those certain promissory notes,
dated as of the date hereof, between Viscount Systems, Inc., a Nevada
corporation (the “Company”) and the Holders (each a “Note” and
collectively, the “Notes”).

W I T N E S S E T H:


WHEREAS, the Company has agreed
to issue to the Holders the Notes upon conversion of certain shares of Series A
Convertible Redeemable Preferred Stock, subject to the terms and conditions set
forth therein. 

NOW, THEREFORE, in consideration of the premises, each
Guarantor hereby agrees with the Holders as follows: 

1.     Definitions. The words
“hereof,” “herein,” “hereto” and “hereunder” and words of similar import when
used in this Guarantee shall refer to this Guarantee as a whole and not to any
particular provision of this Guarantee, and Section and Schedule references are
to this Guarantee 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: 

“Affiliate” means any Person
that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person, as such terms are used
in and construed under Rule 405 under the Securities Act. 

“Agent” shall have the
meaning ascribed to such term in the Security Agreement. 

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

“Indebtedness” shall have the
meaning ascribed to such term in the Notes.

“IP
Security Agreement” means that certain intellectual property security
agreement, dated November 24, 2015, by and among the Company and the
Holders.

“Lien” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right
or other restriction. 

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“Obligations” means, in
addition to all other costs and expenses of collection incurred by Holders in
enforcing any of such Obligations and/or this Guarantee, 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 Holders,
including, without limitation, all obligations under this Guarantee, the Notes
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 Holders 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; (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 Guarantee,
the Notes 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.

“Person”
shall have the meaning ascribed to such term in the Notes.

“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder. 

“Security Agreement” means
that certain security agreement, dated November 24, 2015, by and among the
Company and the Guarantors. 

“Transaction Documents” shall
mean the Notes, the Security Agreement, the IP Security Agreement and this
Guarantee. 

2.         Guarantee.


(a)     Guarantee. 

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

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(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 guarantee contained in this Section 2 or affecting the rights and remedies
of the Holders hereunder. 

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

(v)      Notwithstanding
anything to the contrary in this Guarantee, 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 Holders whole on a monetary basis
for the Company's failure to perform such Obligations in accordance with the
Transaction Documents.

(b)      Right
of Contribution. 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. The provisions of this Section 2(b) shall
in no respect limit the obligations and liabilities of any Guarantor to the
Holders and each Guarantor shall remain liable to the Holders for the full
amount guaranteed by such Guarantor hereunder. 

(c)      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 Holders may be rescinded by
the Holders 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 guarantee 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 Holders, and the 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 Holders may
deem advisable from time to time, and any collateral security, guarantee or
right of offset at any time held by the Holders for the payment of the
Obligations may be sold, exchanged, waived, surrendered or released. The Holders
shall have no obligation to protect, secure, perfect or insure any Lien at any
time held by the Agent for the benefit of the Holders as security for the
Obligations or for the guarantee contained in this Section 2 or any property
subject thereto.

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(d)      Guarantee
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 Holders upon the guarantee contained in this Section
2 or acceptance of the guarantee 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
guarantee contained in this Section 2; and all dealings between the Company and
any of the Guarantors, on the one hand, and the Holders, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in
reliance upon the guarantee contained in this Section 2. Each Guarantor waives
to the extent permitted by law diligence, presentment or protest to or upon the
Company or any of the Guarantors with respect to the Obligations. Each Guarantor
understands and agrees that the guarantee contained in this Section 2 shall be
construed as a continuing, absolute and unconditional guarantee of payment and
performance without regard to (a) the validity or enforceability of the
Transaction Documents, any of the Obligations or any other collateral security
therefor or guarantee or right of offset with respect thereto at any time or
from time to time held by the Holders or (b) 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
guarantee 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 Holders 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 guarantee for the Obligations or
any right of offset with respect thereto, and any failure by the Holders 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 guarantee 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, guarantee 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 Holders against any Guarantor. For the
purposes hereof, “demand” shall include the commencement and continuance of any
legal proceedings. 

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(e)      Reinstatement.
The guarantee 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 Holders 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. 

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

(a)      Organization
and Qualification. The Guarantor is a corporation, duly incorporated,
validly existing and in good standing under the laws of the applicable
jurisdiction set forth on Schedule 1, 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 Schedule 3(a) hereto. The Guarantor is duly qualified to
do business and is in good standing as a foreign corporation 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, (x) adversely affect the legality, validity or enforceability of
any of this Guarantee in any material respect, (y) have a material adverse
effect on the results of operations, assets, prospects, or financial condition
of the Guarantor or (z) adversely impair in any material respect the Guarantor's
ability to perform fully on a timely basis its obligations under this Guarantee
(a “Material Adverse Effect”). 

(b)      Authorization;
Enforcement. The Guarantor has the requisite corporate power and authority
to enter into and to consummate the transactions contemplated by this Guarantee,
and otherwise to carry out its obligations hereunder. The execution and delivery
of this Guarantee 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 Guarantee 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. 

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(c)      No
Conflicts. The execution, delivery and performance of this Guarantee 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 of incorporation or bylaws, each as amended, 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 Guarantee. 

(e)      Transaction
Documents. The representations and warranties of the Company set forth in
the Transaction Documents 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 Transaction
Documents, and the Holders 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. Such foreign counsel have 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 were provided with copies of this
Subsidiary Guarantee and the Transaction Documents prior to rendering their
advice.


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4.      Miscellaneous.


(a)      Amendments
in Writing. None of the terms or provisions of this Guarantee may be waived,
amended, supplemented or otherwise modified except in writing by the Agent (or,
in the event the Agent no longer holds the Notes, in writing by the holder of
the Notes). 

(b)      Notices.
All notices, requests and demands to or upon the Holders or any Guarantor
hereunder shall be effected in the manner provided for in the Notes, 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
4(b). 

(c)      No
Waiver By Course Of Conduct; Cumulative Remedies. The Holders shall not by
any act (except by a written instrument pursuant to Section 4(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.
No failure to exercise, nor any delay in exercising, on the part of the Holders,
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 Holders of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which the Holders 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 Holders for,all its costs and expenses
incurred in collecting against such Guarantor under the guarantee contained in
Section 2 or otherwise enforcing or preserving any rights under this Guarantee
and the other Transaction Documents to which such Guarantor is a party,
including, without limitation, the reasonable fees and disbursements of counsel
to the Holders. 

(ii)      Each
Guarantor agrees to pay, and to save the Holders 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
Guarantee. 

(iii)      The
agreements in this Section shall survive repayment of the Obligations and all
other amounts payable under the Transaction Documents.

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

(f)      Counterparts.
This Guarantee may be executed by one or more of the parties to this Guarantee
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.

(g)      Severability.
Any provision of this Guarantee 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.

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

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

(j)      Governing
Laws. All questions concerning the construction, validity, enforcement and
interpretation of this Guarantee 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 Guarantee
(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 the Guarantors 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
Guarantee 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 Guarantee or the transactions contemplated
hereby. 

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(k)     
Acknowledgements. Each Guarantor hereby acknowledges that: 

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

(ii)      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 Holders.

(l)      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 Guarantee by executing and delivering an Assumption Agreement
in the form of Annex 1 hereto. 

(m)      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 Notes and the other Transaction Documents.

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

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


(Signature Pages Follow)


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


	VISCOUNT COMMUNICATION AND 
	CONTROL SYSTEMS INC. 
	  	 
	By:	 
	Name: 	 
	Title: 	 





	AGREED TO AND ACCEPTED: 
	as Agent 
	ONE EAST CAPITAL ADVISORS 
	  	 
	By: 	 
	Name: 	 
	Title: 	 



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SCHEDULE 1


GUARANTORS


The following are the names,
notice addresses and jurisdiction of organization of each Guarantor. 

	 	  	COMPANY 
	 	JURISDICTION OF 	OWNED BY 
	 	INCORPORATION 	PERCENTAGE 
	 ----------
	------------- 	---------- 


 

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Annex 1 to 
SUBSIDIARY GUARANTEE 

ASSUMPTION AGREEMENT, dated as of ____ __, ______ made by
______________________________ , a ______________ corporation (the
“Additional Guarantor”), in favor of the Holders pursuant to the Notes
referred to below. All capitalized terms not defined herein shall have the
meaning ascribed to them in the Guarantee (as defined below).

W I T N E S S E T H :


WHEREAS, Viscount Systems, Inc.,
a Nevada corporation (the “Company”), has issued to the Holders
promissory notes, dated as of [___________, 20__ (as amended, supplemented or
otherwise modified from time to time, the “Notes”);

WHEREAS, in connection with the
Notes, Viscount Communication and Control Systems Inc., a wholly-owned
subsidiary of the Company (the “Subsidiary”), has entered into the Subsidiary
Guarantee, dated as of [__________________, 20__ (as amended, supplemented or
otherwise modified from time to time, the “Guarantee”) in favor of the
Holders;

WHEREAS, the Notes require the
Additional Guarantor to become a party to the Guarantee; and 

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

NOW, THEREFORE, IT IS AGREED:


1.      Guarantee.
By executing and delivering this Assumption Agreement, the Additional Guarantor,
as provided in Section 4(l) of the Guarantee, hereby becomes a party to the
Guarantee 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 Schedule 1 to the Guarantee. The
Additional Guarantor hereby represents and warrants that each of the
representations and warranties contained in Section 3 of the Guarantee 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. 

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


	[ADDITIONALGUARANTOR] 
	  	 
	By: 	 
	Name: 	 
	Title: 	 



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