Exhibit 10.4


 


CORPORATE GUARANTY


 


1.           Identification.


 


This Guaranty (the
“Guaranty”), dated as of December 23, 2015, is entered into by Australian Sapphire Corporation, a California
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 corporation wholly-owned by Joseph Segelman, the principal shareholder, President and Director of Reign Sapphire Corporation,
a Delaware corporation (“Borrower”). The Lenders have made and/or are making loans to Borrower (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 Borrower on, about and/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 Borrower as “Borrower”
for the benefit of each Lender as the “Holder” thereof. Schedule A may be amended by the Collateral Agent to
include additional Notes which may be issued after the date of this Guaranty and subject to this Guaranty.


 


2.3          In
consideration of the Loans made and which may be made by Lenders to Borrower pursuant to the Securities Purchase Agreement and
for other good and valuable consideration, and as security for the performance by Borrower 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 and other Transaction
Documents, the “obligations” as defined in the Corporate Security Agreement delivered pursuant to the Securities Purchase
Agreement (collectively herein, 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 Borrower, 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 Borrower 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 Borrower 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 Borrower.


 




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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 Borrower or any other guarantor or whether Borrower 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 Borrower 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 Borrower;
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, Borrower 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 Borrower 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.


 




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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.


 


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.


 


3.7          Ownership.
Joseph Segelman is the sole shareholder of Guarantor and owns all of the equity and rights to acquire equity of Guarantor free
and clear of all liens and encumbrances.


 


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.


 




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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 Reign Sapphire Corporation
	 	9465 Wilshire Boulevard
	 	Beverly Hills, CA 90212
	 	Fax: (323) 704-3255
	 	 
	With a copy by fax only to (which shall not constitute notice):	Qian & Company
	 	135 Main Street, 9th Floor
	 	San Francisco, CA 94105
	 	Attn: Alan S. Gutterman, Esq.
	 	Fax: (415) 267-1899
	 	 
	To the Collateral Agent:	Alpha Capital Anstalt
	 	c/o Grushko & Mittman, P.C.
	 	515 Rockaway Avenue
	 	Valley Stream, New York 11581
	 	Fax: (212) 697–3575
	 	 
	To Lenders:	To the addresses and telecopier numbers set forth on Schedule A 


 


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.


 




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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 hereby
irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection
with this Agreement or any other Transaction Document 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 Borrower 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.


 


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 Corporate Guaranty, as of the date first written above.


 


	“GUARANTOR”	 
	 	 
	AUSTRALIAN SAPPHIRE CORPORATION	 
	 	 
	By: 	 	 
	 	Joseph Segelman	 
	 	Its: President	 
	 	 
	JOSEPH SEGELMAN, Personally	 
	As to Section 3.7	 
	 	 
	 	 


 


This Corporate Guaranty Agreement may
be signed by facsimile signature and


delivered by confirmed facsimile transmission.


 




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SCHEDULE A TO CORPORATE GUARANTY


 


INITIAL CLOSING


 


	PURCHASER AND ADDRESS	 	PURCHASE

PRICE and

NOTE PRINCIPAL
	 	 	 
	ALPHA CAPITAL ANSTALT

Lettstrasse 32

P.O. Box 1212

9490 Vaduz, Lichtenstein

Fax: 212-586-8244

Taxpayer ID# None	 	 
	 	 	 
	BRIO CAPITAL MASTER FUND LTD.

    100 Merrick Road, Suite 401W

    Rockville Center, NY 11570

    Tel.: 516-536-0500

    Taxpayer ID# 98-1072321	 	 


 


SUBSEQUENT CLOSING


 


	PURCHASER AND ADDRESS	 	PURCHASE

PRICE and

NOTE PRINCIPAL
	 	 	 
	ALPHA CAPITAL ANSTALT

Lettstrasse 32

P.O. Box 1212

9490 Vaduz, Lichtenstein

Fax: 212-586-8244

Taxpayer ID# None	 	 
	 	 	 
	BRIO CAPITAL MASTER FUND LTD.

    100 Merrick Road, Suite 401W

    Rockville Center, NY 11570

    Tel.: 516-536-0500

    Taxpayer ID# 98-1072321	 	 


 




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