Exhibit 10.3


 


LEASE GUARANTY


 


This LEASE GUARANTY (this “Guaranty”)
is made as of December 13, 2022, by EMCORE CORPORATION, a New Jersey corporation (“Guarantor”), to and for the
benefit of 8400 W 185TH STREET INVESTORS, LLC, a Delaware limited liability company (“Landlord”).


 


RECITALS


 


A.       EMCORE
Chicago Inertial Corporation, a Delaware corporation (“Tenant”), and Landlord are parties to that certain Single-Tenant
Triple Net Lease dated as of even date herewith (as may be amended from time to time, the “Lease”), with respect to
certain premises located at 8412 West 185th Street, Tinley Park, Illinois, as more particularly described in the Lease. Initially
capitalized terms that are used but not otherwise defined herein shall have the meanings given to them in the Lease.


 


B.       Tenant
is a wholly-owned subsidiary of Guarantor, and Guarantor shall derive financial benefits from the success of Tenant and the Lease.


 


C.       In
order to induce Landlord to enter into the Lease with Tenant, Guarantor has agreed to execute and deliver this Guaranty to Landlord.


 


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


 


1. Guaranty of Payment. Guarantor hereby
jointly and severally, unconditionally and irrevocably guarantees (a) the payment when due of Monthly Rent, and all other Additional
Rent, interest and charges to be paid by Tenant under the Lease, and (b) the performance by Tenant of all of the terms, conditions,
covenants and agreements of the Lease (collectively, the “Obligations”). All payments required to be made by Guarantor
hereunder shall be paid to Landlord in legal United States currency or tender at Landlord’s address set forth below, or at such
other address as Landlord may specify from time to time. This Guaranty shall constitute an agreement of suretyship as well as of guaranty
and is irrevocable, unconditional and absolute and, if for any reason any such sums, or any part thereof, shall not be paid promptly when
due, Guarantor will immediately pay the same to the person entitled thereto pursuant to the provisions of the Lease, regardless of any
defenses or rights of set-off or counterclaim which Tenant may have or assert and regardless of whether Landlord shall have taken any
steps to enforce any rights against Tenant to collect such sum, or any part thereof, and regardless of any other condition of contingency.
Guarantor also agrees to pay to such person such further amount as shall be sufficient to cover the cost and expense of collecting such
sum, or part thereof, or of otherwise enforcing this Guaranty, including, in any case, reasonable compensation to its attorney for all
services rendered in that connection. Upon Tenant’s failure to perform or observe any covenant, agreement, term or condition in
the Lease to be performed or observed by Tenant, Guarantor will promptly perform and observe the same or cause the same promptly to be
performed or observed.


 


2. No Release or Discharge. This Guaranty
is irrevocable, absolute, present, continuing and unconditional, and the obligations of Guarantor shall not be released, impaired, modified,
limited or affected in any way by (a) any extensions of time, indulgences or modification which Landlord may extend to Tenant in
the performance of its obligations under the Lease; (b) any failure of Landlord to enforce any of the conditions of the Lease;
(c) any assignment or other transfer of the Lease or this Guaranty by Landlord; (d) any assignment or other Transfer of
the Lease by Tenant or the sublease of all or part of the Property by Tenant; (e) any amendments to or modifications of the Lease;
(f) the release or discharge of Tenant in bankruptcy or other creditors’ proceedings; or (g) any rejection or disclaimer
of Tenant. In addition, the obligations hereunder of Guarantor shall extend and apply with respect to the full and faithful performance
and observance of all of the covenants, terms and conditions of Tenant to be performed (i) if the Lease shall be renewed, or its
term extended, for any period beyond the date specified in the Lease for the expiration of said term, either pursuant to any option granted
under the Lease or otherwise; and (ii) if Tenant holds over beyond the term of the Lease.


 






     


     


    

 


3. Waiver. Guarantor hereby waives (and
agrees not to assert): (a) all presentments, demands for performance, notices of nonperformance, protests, notices of protest,
notices of dishonor, and notices of acceptance of this Guaranty; (b) notice of any extensions of time for performance which Landlord
may grant to Tenant and to any modifications or amendments to the Lease to which Landlord and Tenant, or their successors and assigns
may agree; (c) any right to require that any action be brought against Tenant; (d) any rights Guarantor may have against
Tenant by reason of one or more payments or acts in compliance with Guarantor’s obligations hereunder; (e) any right or defense
arising by reason of the absence, impairment, modification, limitation, destruction or cessation (in bankruptcy, by an election of remedies,
or otherwise) of the liability of Tenant of the subrogation rights of Guarantor or of the right of Guarantor to proceed against Tenant
for reimbursement; and (f) all defenses, offsets and counterclaims which Guarantor may at any time have with respect to any of
the obligations of Tenant to Landlord Guarantor does not require any notice of Tenant’s non-payment, non-performance or nonobservance
of the covenants, terms, and conditions of the Lease, Guarantor hereby expressly waiving the right to receive such notice. Except for
the defense of actual payment and actual performance of the Obligations, Guarantor waives all defenses (i) given to sureties or
guarantors at law or in equity (other than the actual payment of the Obligations) and/or (ii) based upon questions as to the validity,
legality or enforceability of the Obligations and/or the Obligations and agrees that Guarantor shall be primarily liable hereunder.


 


4. Primary Obligation. This Guaranty is
a guaranty of payment and of performance This Guaranty is a primary obligation of Guarantor. Provided that all applicable notice, cure
and grace periods have expired under the Lease with respect to any Tenant default, Landlord may proceed against Guarantor hereunder without
first proceeding against or exhausting its rights and remedies against Tenant or any other guarantor.


 


5. Bankruptcy of Tenant. In the event of
the rejection or disaffirmance of the Lease by Tenant or Tenant’s trustee in bankruptcy, pursuant to bankruptcy law or any other
law affecting creditors’ rights, Guarantor will, and does hereby (without the necessity of any further agreement or act) assume
all obligations and liabilities for Tenant under the Lease to the same extent as if (a) Guarantor were originally named the Tenant
under the Lease, and (b) there had been no such rejection or disaffirmance, and Guarantor will confirm such assumption in writing,
at the request of Landlord, upon or after such rejection or disaffirmance; and Guarantor shall upon such assumption (to the extent permitted
by law) have all the rights of the Tenant under the Lease.


 


6. Venue. GUARANTOR HEREBY AGREES TO THE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE WHERE THE PREMISES ARE LOCATED, OR SUCH OTHER VENUE AS LANDLORD CHOOSES,
AND CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY CERTIFIED MAIL DIRECTED TO GUARANTOR AT GUARANTOR’S ADDRESS SET FORTH HEREIN
AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED THREE (3) BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN U.S. MAIL, POSTAGE PREPAID;
PROVIDED THAT NOTHING CONTAINED HEREIN WILL PREVENT LANDLORD FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS AGAINST ANY SECURITY OR
AGAINST GUARANTOR INDIVIDUALLY, OR AGAINST ANY PROPERTY OF GUARANTOR WITHIN ANY OTHER STATE OR NATION TO ENFORCE ANY AWARD OR JUDGMENT
OBTAINED IN THE VENUE PROVIDED ABOVE, OR SUCH OTHER VENUE AS LANDLORD CHOOSES. GUARANTOR WAIVES ANY OBJECTION TO VENUE AND ANY OBJECTION
BASED ON A MORE CONVENIENT FORUM IN ANY ACTION INSTITUTED HEREIN.


 


7. Notices. Any notice, demand or other
communication which either party may desire or may be required to give to the other party shall be in writing and addressed to the intended
recipient at its address set forth below, or to such other address as such intended recipient may have designated by notice furnished
in accordance herewith:


 


	If to Landlord:	c/o High Street
    Logistics Properties
	 	600 Unicorn Drive, Suite 208 
	 	Woburn, Massachusetts 01801
	 	 
	If to Guarantor:	EMCORE Corporation
	 	Attn: General Counsel
	 	2015 Chestnut St.
	 	Alhambra, CA 91803




 






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Notices shall be deemed properly delivered and received:
(i) the same day when personally delivered; or (ii) one day after deposit with Federal Express or other comparable commercial overnight
courier.


 


Except as otherwise specifically required herein,
notice of the exercise of any right, option or power granted to Landlord by this Guaranty is not required to be given.


 


8. Governing Law. For any matter relating
to procedural or substantive law, this Guaranty shall be construed and enforced according to the internal laws of the State of Illinois
without reference to conflict of laws.


 


9. Interpretation. If any provision of this
Guaranty, or any paragraph, sentence, clause, phase, or word, or the application thereof, is held invalid in any circumstance, the validity
of the remainder of this Guaranty shall be construed as if such invalid part were never included herein. The headings of sections and
paragraphs in this Guaranty are for convenience only and shall not be construed in any way to limit or define the content, scope, or intent
of the provisions hereof. As used in this Guaranty, the singular includes the plural, and masculine, feminine and neuter pronouns are
fully interchangeable, where the context so requires.


 


10. Successors and Assigns. This Guaranty
shall be binding upon, and the term “Guarantor” shall include, the successors, assigns, legal representatives and other transferees
of Guarantor. This Guaranty shall also inure to the benefit of Landlord’s successors, assigns, and legal representatives.


 


11. Due Authorization. Guarantor represents
and warrants that this Guaranty has been duly authorized by all necessary corporate action on Guarantor’s part, has been duly executed
and delivered by a duly authorized officer, and constitutes Guarantor’s valid and legally binding agreement in accordance with its
terms.


 


12. Complete Agreement. This Guaranty represents
the entire understanding of the parties with respect to the subject matter hereof. This Guaranty shall not be modified except by a written
agreement signed by the parties hereto.


 


[Signature pages to follow.]


 






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IN WITNESS WHEREOF, Guarantor executes this
Guaranty as in instrument under seal as of the day and year first written above.


 


	 	EMCORE CORPORATION,
	 	a New Jersey corporation
	 	 
	 	By:	/s/ Ryan Hochgesang 
	 	Name:	Ryan Hochgesang 
	 	Title:	Vice President and General Counsel 




 






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