Exhibit 10.4


 


LEASE GUARANTY


 


This LEASE GUARANTY (this “Guaranty”)
is made as of February 10, 2020, by EMCORE CORPORATION, a Delaware corporation (“Guarantor”), to and for the
benefit of Eagle Rock Holdings, LP, a California limited partnership (“Landlord”).


 


RECITALS


 


A.                
 Systron Donner
Inertial, Inc., a Delaware corporation (“Tenant”), and Landlord are parties to that certain Single-Tenant Triple
Net Lease of even date herewith, with respect to certain premises located at 2700 Systron Drive, Concord, California, 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 guarantees the payment when due of Monthly Rent, and all other additional rent, interest and
charges to be paid by Tenant under the Lease, and the performance by Tenant of all of the material terms, conditions, covenants
and agreements of the Lease. 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. Notwithstanding any other provision in this guaranty, (a) Guarantor may assert as a defense to any payment by the Guarantor
hereunder, any defense that Tenant could assert against Landlord pursuant to the Lease (provided that Guarantor may not assert
the bankruptcy, insolvency, lack of authority or power, dissolution, liquidation or any other similar debtor defense of Tenant
or its successors or permitted assigns as such a defense); and (b) the obligations of Guarantor hereunder shall not be greater
than the obligations of Tenant under the Lease, plus any obligation of Guarantor to pay the reasonable expenses incurred by Landlord
in any successful enforcement of its rights under the Lease or this Guaranty.


 


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.


 






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3.       Waiver.
Guarantor waives (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; and (d) until this Guaranty is terminated pursuant
to Section 5 below, any rights Guarantor may have against Tenant by reason of one or more payments or acts in compliance with Guarantor’s
obligations hereunder. 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.


 


4.        Primary Obligation.
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.       Termination.
This Guaranty shall terminate and be of no further force or effect at such time as (i) Tenant has satisfied all of Tenant’s
obligations under the Lease; or (ii) Landlord has released Tenant from Tenant’s obligations under the Lease.


 


6.       Guaranty
of Payment, Not of Collection and Not of Performance.


 


This Guaranty is a guaranty of
payment and not of collection nor of performance by Tenant, and shall remain in full force and effect until terminated pursuant
to the terms hereof.


 


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 shall be deemed given if delivered via hand delivery or by nationally recognized overnight courier (in either case
with evidence of receipt of refusal thereof) 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:	 	Eagle Rock Holdings, LP

15260 Ventura Blvd., Suite 620

Attn: Fred Afari

Sherman Oaks, CA 91403


 


	If to Guarantor:	 	c/o EMCORE Corporation 

Attn: General Counsel 

2015 Chestnut St. 

Alhambra, CA 91803




 






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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 California 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 Delaware corporation
	 	 
	 	By:	/s/ Jeffrey Rittichier
	 	Name:  	Jeffrey Rittichier
	 	Title:	Chief Executive Officer




 






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