EXHIBIT
10.12


 


VERITY
CORP. GUARANTY- MEATS


 


THIS
VERITY CORP. GUARANTY-MEATS is dated as of May 16, 2014, and made by Verity Corp., a Nevada corporation, of 47184 258th
St., Sioux Falls, SD 57107 (“Guarantor”) in favor of Duane Spader, of 1100 E. 64th St. North,
Sioux Falls, SD 57104 (“Lender”).


 


R
E C I T A L S


 


WHEREAS,
Verity Meats, LLC (herein, “Borrower”) has executed a promissory note in favor of Lender (as amended,
supplemented or otherwise modified from time to time, the “Note”; the capitalized terms defined therein
and not otherwise defined herein being used herein as therein defined). This Note memorializes Borrower’s obligation for
prior advances to Borrower by Lender and amends the terms and conditions thereof.


 


WHEREAS,
in partial consideration of Lender agreeing to an amendment to the terms and conditions of its prior advances to Borrower and
to the Change in Terms Agreement between Lender and Borrower’s first-tier parent corporation, Verity Farms, L.L.C., the
Guarantor is entering into this Agreement to guarantee Borrower’s obligations under the Note.


 


WHEREAS,
Guarantor, as third-tier parent corporation of Borrower, has and will derive substantial direct and indirect benefits from the
prior advances that are memorialized by the Note and the amendment of the terms and conditions thereof.


 


WHEREAS,
it is a condition precedent to Lender’s obligations under the Change in Terms Agreement to be entered into by Lender and
Borrower’s first-tier parent corporation, Verity Farms, L.L.C. as of the date hereof, that Guarantor shall have executed
and delivered this Guaranty to Lender; and


 


WHEREAS,
Guarantor acknowledges and agrees that Lender advanced funds to Borrower as start-up funding until funds could be raised by Borrower
or its affiliates through sales of equity interests or borrowings from other sources, with the intention that amounts advanced
by Lender to Borrower, as memorialized by the Note, and otherwise would be promptly repaid to Lender as other sources of funding
become available.


 


NOW,
THEREFORE, in consideration of the premises and in order to induce the Lender to enter into the Change in Terms Agreement, Guarantor
hereby agrees as follows:


 




    	 



    	 



    


 


Section
1. Guaranty; Limitation of Liability.


 


  (a) Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all obligations, indebtedness and liabilities of the Borrower on or for the Note, now or hereafter existing (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, reasonable fees and expenses of counsel) incurred by the Lender in enforcing any rights under this Guaranty or the Note. 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 the Borrower to Lender under or in respect of the Note but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Borrower. Notwithstanding the terms of the Note or any related document, as concerns the obligations of Guarantor hereunder with respect to the Guaranteed Obligations, prepayment of the Guaranteed Obligations shall be required by Guarantor hereunder each time (to be paid within ten (10) days thereafter) Guarantor or any Affiliate thereof raises, from time to time, funds through the sales of equity interests in Guarantor or its Affiliates or obtains funds by borrowing from other sources; provided that (i) this prepayment requirement shall only apply to funds received by Guarantor or any Affiliate thereof after September 30, 2015, and then, after such date, only to sales of equity interests or borrowings from other sources if the total funds generated thereby from and after October 1, 2015, exceed Five Hundred Thousand Dollars ($500,000.00), and (ii) the total amount of any such prepayment required at a particular time by Guarantor hereunder, together with any prepayment then due under similar prepayment provisions included in other guarantees executed by Guarantor or its Affiliates in favor of Lender, is limited to fifty percent (50%) of the amount of funds then raised by such sale of equity interests or borrowings.




 


(b)
Guarantor, and by its acceptance of this Guaranty, the Lender, hereby confirms that it is the intention of all such Persons that
this Guaranty and the obligations of Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy
Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign,
federal or state law to the extent applicable to this Guaranty and the obligations of Guarantor hereunder. To effectuate the foregoing
intention, the Lender and the Guarantor hereby irrevocably agree that the obligations of Guarantor under this Guaranty at any
time shall be limited to the maximum amount as will result in the obligations of Guarantor under this Guaranty not constituting
a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code,
or any similar foreign, federal or state law for the relief of debtors.


 


Section
2. Guaranty Absolute. Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the
terms of the Note, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of Lender with respect thereto. The obligations of Guarantor under or in respect of this Guaranty are
independent of the Guaranteed Obligations or any other obligations of the Borrower under the Note, and a separate action or actions
may be brought and prosecuted against Guarantor to enforce this Guaranty, irrespective of whether any action is brought against
Borrower or whether Borrower is joined in any such action or actions. The liability of Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and Guarantor hereby irrevocably waives any defenses it may now have
or hereafter acquire in any way relating to, any or all of the following:


 




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(a)any
lack of validity or enforceability of the Note 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
obligations of the Borrower with respect to the Note, or any other amendment or waiver of or any consent to departure from the
Note, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit
to any Borrower or any of its affiliates or otherwise;


 


(c)any
taking, exchange, release or non-perfection of any Collateral or any other 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
manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations,
or any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations
or any other obligations of Borrower or any other party liable for the obligations under the Note or any other assets of any such
party or any of its affiliates;


 


(e)any
change, restructuring or termination of the corporate structure or existence of Borrower or any of its affiliates;


 


(f)any
failure of Lender to disclose to Borrower any information relating to the business, condition (financial or otherwise), operations,
performance, properties or prospects of any other party obligated on or for the Note, now or hereafter known to Lender (Guarantor
waiving any duty on the part of the Lender to disclose such information);


 


(g)the
failure of any other Person to execute or deliver this Guaranty or any other guaranty or agreement or the release or reduction
of liability of Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or


 


(h)any
other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation
by Lender 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 Lender or any other Person upon the insolvency, bankruptcy or reorganization
of Borrower or any other party obliged on or for the Note or otherwise, all as though such payment had not been made.


 




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Section
3. Waivers and Acknowledgments.


 


(a)Guarantor
hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance,
notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that Lender protect, secure, perfect or insure any lien or any property subject
thereto or exhaust any right or take any action against any party obligated on or for the Note or any other Person or any Collateral.


 


(b)Guarantor
hereby unconditionally and irrevocably 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..


 


(c)Guarantor
hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election
of remedies by Lender that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of Guarantor or other rights of Guarantor to proceed against any of the other
party on or for the Note, any other guarantor or any other Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the obligations of Guarantor hereunder.


 


(d)Guarantor
hereby unconditionally and irrevocably waives any duty on the part of Lender to disclose to Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of Borrower or
any of its affiliates or any other party obligated under the Note, now or hereafter known by Lender.


 


(e)Guarantor
acknowledges that it has and will receive substantial direct and indirect benefits from the financing arrangements contemplated
by the Note and the amendment to the terms and conditions of the prior advances, the Change in Terms Agreement between Lender
and Verity Farms, L.L.C., and that the waivers set forth in Section 2 and this Section 3 are knowingly made in contemplation of
such benefits.


 


Section
4. Subrogation. Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have
or hereafter acquire against Borrower, any other party obligated on or for the Note or any other insider guarantor that arise
from the existence, payment, performance or enforcement of Guarantor’s Guaranteed Obligations under or in respect of this
Guaranty or the Note, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification
and any right to participate in any claim or remedy of Lender against Borrower, any other party obligated on or for the Note or
any other insider guarantor or any Collateral, 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 Borrower, any other party obligated on
or for the Note or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security 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 paid in full in cash. If any amount shall be paid to Guarantor in
violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations
and all other amounts payable under this Guaranty, such amount shall be received and held in trust for the benefit of Lender,
shall be segregated from other property and funds of Guarantor and shall forthwith be paid or delivered to Lender in the same
form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and
all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Note, or to be
held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty thereafter arising. If (i) Guarantor
shall make payment to Lender of all or any part of the Guaranteed Obligations and (ii) all of the Guaranteed Obligations and all
other amounts payable under this Guaranty shall have been paid in full in cash, Lender will, at Guarantor’s request and
expense, execute and deliver to Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to Guarantor of an interest in the Guaranteed Obligations resulting from such payment
made by Guarantor pursuant to this Guaranty.


 



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Section
5. Representations and Warranties. Guarantor hereby makes each representation and warranty made in the Note by Borrower
with respect to Guarantor and Guarantor hereby further represents and warrants as follows:


 


(a)There
are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.


 


(b)Guarantor
has, independently and without reliance upon Lender and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Guaranty and each other related document to which it is or is to
be a party, and Guarantor has established adequate means of obtaining from each other party obliged on or for the Note on a continuing
basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition
(financial or otherwise), operations, performance, properties and prospects of such other party obligated on or for the Note.


 


(c)The
value of the consideration received and to be received by Guarantor as a result of Lender making extensions of credit to Borrower
and Guarantor executing and delivering this Guaranty is reasonably worth at least as much as the liability and obligation of Guarantor
hereunder, and such liability and obligation have benefited and may reasonably be expected to benefit Guarantor directly or indirectly.


 


Section
6. Covenants. Guarantor covenants and agrees that, so long as any part of the Guaranteed Obligations shall remain unpaid,
Guarantor will perform and observe, and cause each of its affiliates to perform and observe, all of the terms, covenants and agreements
set forth in the Note and related documents on its or their part to be performed or observed or that Borrower has agreed to cause
Guarantor or such affiliates to perform or observe.


 


Section
7. Amendments. No amendment or waiver of any provision of this Guaranty and no consent to any departure by Guarantor therefrom
shall in any event be effective unless the same shall be in writing and signed by the Lender, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.


 


Section
8. Notices. All notices and other communications provided for hereunder shall be given in writing, by certified mail, postage
prepaid, delivered to the addresses set forth above. The failure of a party to accept delivery of or claim certified mail constitutes
delivery on the second business day following the first delivery attempt. Delivery by telecopier of an executed counterpart of
a signature page to any amendment or waiver of any provision of this Guaranty to be executed and delivered hereunder shall be
effective as delivery of an original executed counterpart thereof.


 




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Section
9. No Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided
by law.


 


Section
10. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, Lender and each of its affiliates
is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all
indebtedness at any time owing by Lender or such affiliate to or for the credit or the account of Guarantor against any and all
of the obligations of Guarantor now or hereafter existing hereunder, irrespective of whether Lender shall have made any demand
under this Guaranty or the Note and although such obligations may be unmatured. Lender agrees promptly to notify Guarantor after
any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity
of such set-off and application. The rights of Lender and its affiliates under this Section are in addition to other rights and
remedies (including, without limitation, other rights of set-off) that Lender and its affiliates may have.


 


Section
11. Indemnification.


 


Without
limitation on any other obligations of Guarantor or remedies of the Lender under this Guaranty, Guarantor shall, to the fullest
extent permitted by law, indemnify, defend and save and hold harmless Lender and its affiliates and their respective officers,
directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall
pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and
expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result
of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of Guarantor enforceable Guarantor
in accordance with their terms.


 


Guarantor
hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort
or otherwise) to Guarantor or any of its affiliates or any of their respective officers, directors, employees, agents and advisors,
and Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability, for special, indirect,
consequential or punitive damages arising out of or otherwise relating to the Note or the advance of loan proceeds thereunder.


 


Without
prejudice to the survival of any of the other agreements of Guarantor under this Guaranty, the Note or any document related thereto,
the agreements and obligations of Guarantor contained in Section 1(a) (with respect to enforcement expenses), the last sentence
of Section 2 and all of this Section 11 shall survive the payment in full of the Guaranteed Obligations and all of the other amounts
payable under this Guaranty.


 




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Section
12. Subordination. Guarantor hereby subordinates any and all debts, liabilities and other obligations owed to Guarantor
by any of its affiliates (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent
and in the manner hereinafter set forth.


 


Section
13. Prohibited Payments, Etc. Except during the continuance of an Event of Default (including the commencement and continuation
of any proceeding under any Bankruptcy Law relating to any other party obligated on or for the Note), Guarantor may receive regularly
scheduled payments from any other party obligated on or for the Note on account of the Subordinated Obligations. After the occurrence
and during the continuance of any Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other party obligated on or for the Note), however, unless the Lender otherwise agrees, Guarantor shall not
demand, accept or take any action to collect any payment on account of the Subordinated Obligations.


 


Section
14. Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other party obligated
on or for the Note, Guarantor agrees that the Lender shall be entitled to receive payment in full in cash of all Guaranteed Obligations
(including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not
constituting an allowed claim in such proceeding (“Post Petition Interest”)) before Guarantor receives
payment of any Subordinated Obligations.


 


Section
15. Turn-Over. After the occurrence and during the continuance of any Event of Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to any other party obligated on or for the Note), Guarantor
shall, if the Lender so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee
for the Lender and deliver such payments to the Lender on account of the Guaranteed Obligations (including all Post Petition
Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in
any manner the liability of Guarantor under the other provisions of this Guaranty.


 


Section
16. Authorization. After the occurrence and during the continuance of any Event of Default (including the commencement
and continuation of any proceeding under any Bankruptcy Law relating to any other party obligated on or for the Note), the Lender
is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of Guarantor, to collect
and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed
Obligations (including any and all Post Petition Interest), and (ii) to require Guarantor (A) to collect and enforce, and to submit
claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Lender for application
to the Guaranteed Obligations (including any and all Post Petition Interest).


 


Section
17. Continuing Guaranty; Assignments under the Credit Agreement. This Guaranty is a continuing guaranty and shall (a) remain
in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this
Guaranty, be binding upon the Guarantor, its successors and assigns and (c) inure to the benefit of and be enforceable by the
Lender and its successors, transferees and assigns. Without limiting the generality of clause (c) of the immediately preceding
sentence, Lender may assign or otherwise transfer all or any portion of its rights and obligations under the Note to any other
Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lender herein
or otherwise. No Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written
consent of the Lender.


 




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Section
18. Execution in Counterparts. This Guaranty and each amendment, waiver and consent with respect hereto may be executed
in any number of counterparts and by different parties thereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Guaranty by telecopier shall be effective as delivery of an original executed counterpart
of this Guaranty.


 


Section
19. Governing Law; Jurisdiction.This Guaranty shall be governed by, and construed in accordance with, the laws of the
State of South Dakota.


 


Guarantor
hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any South Dakota
state court sitting in Minnehaha County, South Dakota, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Guaranty or any of the other Loan Documents to which it is or is to be a party, or for recognition
or enforcement of any judgment, and Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such South Dakota state court. Guarantor agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by law. Nothing in this Guaranty or any the Note or any related document shall affect any right that
any party may otherwise have to bring any action or proceeding relating to this Guaranty, the Note or any related document in
the courts of any jurisdiction.


 


Guarantor
irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty, the
Note or any related document, to which it is or is to be a party in any South Dakota state court. Guarantor hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or
proceeding in any such court.


 


IN
WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized
as of the date first above written.


 


	 	Verity Corp.
	 	 	 
	 	By:	/s/
    RICHARD KAMOLVATHIN
	 	Its:
	 


 




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