United Realty Trust Incorporated 10-Q


 


Exhibit 10.21


 


Letter Agreement


 


Gentlemen:


Reference is made to that certain mezzanine
loan made by FRS CARNEGIE PLAZA, L.L.C., a New Jersey limited liability company (“FRS”) to 7 CARNEGIE PLAZA MEZZ, LLC
a Delaware limited liability company (“7 Carnegie”) in the amount of One Million Eight Hundred Thousand and No/100
Dollars ($1,800,000.00) (the “Loan”). The Loan is evidenced by a promissory note by 7 Carnegie in favor of FRS (the
“Note”) and secured by a pledge and security agreement (the “Pledge”). In addition, FRS entered into an
intercreditor agreement with UBS Real Estate Securities Inc. dated December 16, 2014 (the “Intercreditor Agreement”).


 


1.      
Repayment. FRS has requested that 7 Carnegie repay the loan earlier than its due date,
and 7 Carnegie is prepared to do so in accordance with the terms of this Letter Agreement. Therefore, the parties agree that FRS
shall accept, in full repayment of the Loan, including principal, interest and all other amounts payable by 7 Carnegie under the
Pledge, Note and that certain Side Letter dated December 16, 2014 between FRS, 7 Carnegie and W.A. Lloyd, LLC (“Lloyd”),
the sum of ONE MILLION EIGHT HUNDRED TWENTY NINE THOUSAND FOUR HUNDRED AND 00/100 DOLLARS ($1,829,400.00) (the “Payoff Amount”)
payable on or before 5pm on March 25, 2015 as follows:


a.


$1,000,000
in cash;


b.


a new
promissory note in the form attached hereto as Exhibit A (the “2015 Note”) in the principal sum of $767,959.67
in favor of FRS and made by 7 Carnegie;


c.


a mortgage
granted by W.A. Lloyd, LLC in favor of FRS to secure that certain Agreement of Guaranty and Suretyship given by W.A. Lloyd, LLC
in the form attached hereto as Exhibit B (the “2015 Mortgage”). The Guaranty guarantees payment of the 2015 Note in
the form attached hereto as Exhibit C (the “Guaranty”); and


d.


a release
of that certain Promissory Note given by Fox Rehabilitation Services, P.C. on February 4, 2015 in the amount of 60,959.34 (“Tax
Note”).


 


2.      
Release


 


a. 


 


Simultaneously with the payoff of the Note and delivery of the 2015 Note and 2015 Mortgage
to FRS as above set forth, FRS shall deliver to 7 Carnegie (i) a release of the Pledge and terminations of all UCC financing statements
in favor of FRS in connection with the Loan, (ii) the original Note marked “cancelled” and “paid in full”,
and (iii) evidence of a payoff letter delivered to UBS Real Estate Securities Inc. indicating that the Loan has been paid off in
full. 


 


3.      
This Letter Agreement may be executed in counterparts, each of which shall be deemed an original,
but all of which shall constitute on and the same instrument. 


 


[Signatures to Follow]


 




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	Date:	 March 25, 2015	 
	 	 
	 	 
	 	 
	FRS CARNEGIE PLAZA, L.L.C.	 
	 	 
	 	 
	By:	/s/ Timothy A. Fox	 
	 	Timothy A. Fox, Manager	 


 


 


 


7 CARNEGIE PLAZA MEZZ, LLC


 


 


	By:	/s/ Jacob Frydman	 
	 	Jacob Frydman, Authorized Signatory	 


 


 


 


W.A. LLOYD, LLC


 


 


	By:	/s/ Jacob Frydman	 
	 	Jacob Frydman, Authorized Signatory	 


 




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EXHIBIT A


2015 Note


PROMISSORY NOTE


 





	$767,959.67	New York, New York



 





March 24,
2015


 


FOR VALUE RECEIVED,
the undersigned, 7 Carnegie Plaza Mezz, LLC, a Delaware limited liability company having an address at 60 Broad Street, 34th
Floor, New York, New York 10004 (the “Maker”), hereby promises to pay to the order of FRS Carnegie Plaza Mezz, LLC
a New Jersey limited liability company, as lender, having an address at 7 Carnegie Plaza, Cherry Hill, New Jersey 08003 (“Lender”),
or at such other place as the holder hereof may from time to time designate in writing, the principal sum of SEVEN HUNDRED SIXTY
SEVEN THOUSAND NINE HUNDRED FIFTY NINE AND 67/100 DOLLARS ($767,959.67), in lawful money of the United States of America, together
with interest thereon, at the rate set forth below.


 


The principal of
and interest upon this Note shall be due and payable as follows:


1.      
This Note shall bear interest at a per annum rate of interest of Six Percent (6%) based upon
a year of 365 days and actual days elapsed starting March 24, 2015. 


 


2.      
The entire unpaid principal balance of this Note and accrued interest hereunder shall be due
and payable in full no later than September 24, 2015 (the “Maturity Date”). 


 


The undersigned
may at any time prepay all or any portion of the principal or interest owing hereunder.


 


Maker hereby waives presentment, demand,
notice of dishonor, protest, notice of protest and all other demands, protests and notices in connection with the execution, delivery,
performance, collection and enforcement of this Note. Lender shall have full recourse against the undersigned. Maker shall pay
all costs of collection when incurred, including reasonable attorneys’ fees, costs and expenses.


 


This Note is being delivered in, is
intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the
State of New York, without regard to principles of conflict of laws.


 


[Signature to follow]


 




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IN WITNESS WHEREOF,
the undersigned has caused this Promissory Note to be duly executed as of the date first written above.


 


	 	MAKER:
	 	 
	 	7 CARNEGIE PLAZA MEZZ, LLC
	 	a Delaware limited liability company
	 	 	 
	 	 	 
	 	By:	/s/ Jacob Frydman
	 	Name:	Jacob Frydman
	 	Title:	Authorized Signatory


 


 


 


 


 


	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)
	 	 


 


On the 25 day of March, 2015, before
me, the undersigned, a Notary Public in and for said State, personally appeared Jacob Frydman, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity(ies), and that by his/her/their signature(s) on the instrument,
the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 


 


	/s/ Alexander Martin Libin
	Notary Public


 




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EXHIBIT B


2015 Mortgage


 


MORTGAGE


 


THIS MORTGAGE made the 24th
day of March, 2015, between W.A. Lloyd, LLC with an address of 60 Broad Street, 34th Floor New York, New York 10004
(the “Mortgagor”) and FRS Carnegie Plaza, LLC, with an address of 7 Carnegie Plaza, Cherry Hill, New Jersey 08003 (the
“Mortgagee”);


 


W I T N E S S E T H:


 





WHEREAS, Mortgagor
is the owner and holder of fee title to (a) the parcels of land located at Route 9 West-Red Top Road, Lloyd, New York, being more
particularly described in Exhibit A annexed hereto and made a part hereof, together with the fee title to all buildings, structures
and other improvements now or hereafter located thereon (the “Real Property”).


 


NOW, THEREFORE,
in consideration of the covenants herein contained, and in order to secure that certain Agreement of Guaranty and Suretyship (the
“Guaranty”) which guarantees the obligations of that certain Promissory Note, of even date herewith, made by 7 Carnegie
Plaza Mezz, LLC, as maker, to the order of Mortgagee, as payee, in the original principal amount of SEVEN HUNDRED SIXTY SEVEN
THOUSAND NINE HUNDRED FIFTY NINE AND 67/100 DOLLARS ($767,959.67) (as the same may hereafter be modified, amended,
extended, renewed or substituted for, the “Note”), which Note was executed and delivered pursuant to that certain
Letter Agreement between the Parties hereto dated March ____, 2015 and the payment of all other indebtedness which this Mortgage
by its terms secures and compliance with all of the other terms hereof and of the Letter Agreement and of the Note, Mortgagor
agrees with Mortgagee as follows:


 


To secure the punctual payment of Mortgagor’s obligations (collectively, under the Guaranty,
the Letter Agreement, this Mortgage and all other documents and instruments evidencing and/or securing the Loan and all documents
and instruments executed and/or delivered in connection therewith, and all substitutions for and replacements thereof (collectively,
the “Loan Documents”), when due, whether at stated maturity, by acceleration or otherwise, and the performance and
observance of all other covenants, obligations and liabilities of Mortgagor under the Loan Documents; provided, however, that
notwithstanding anything to the contrary contained in this Mortgage, the maximum amount of principal indebtedness secured by this
Mortgage at the time of execution hereof or which under any contingency may become secured by this Mortgage at any time hereafter
shall not exceed the sum of $767,959.67; provided however, that such limitation shall not limit the security of this Mortgage
with respect to (i) any interest on the then outstanding principal amount as provided hereunder, (ii) any expenses incurred (including
reasonable attorneys’ fees) after an event of default hereunder or under the Note, beyond any applicable notice and cure
period, in upholding or enforcing the lien of this Mortgage, or (iii) any other amount secured by this Mortgage that may become
payable by Mortgagee as a result of Mortgagor’s default hereunder.


 




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TOGETHER with the
appurtenances and all the estate and rights of the Mortgagor in and to said premises.


 


The Mortgagor covenants
with the Mortgagee as follows:


1.



That the Mortgagor will pay the indebtedness as set forth in the Note.


 


2.

That after (a) default in the payment of any installment of principal or of interest under
the note, and after written notice of default to maker and if same shall not be cured within thirty (30) days after maker’s
receipt of said notice from Mortgagee; or (b) upon transfer of title by sale while this note and mortgage remain a lien thereon
without Mortgagee’s written consent, the holder of this mortgage may commence an action to foreclose.


 


3.

The holder of this mortgage, in any action to foreclose it, shall be entitled to the appointment
of a receiver.


 


4.

That the Mortgagor will pay all taxes, assessments or water rates, and in default thereof,
the Mortgagee may pay the same.


 


5.

That the Mortgagor, within three (3) days upon request upon request by mail, will furnish
a duly acknowledged written statement of the amount due on the mortgage and whether any offsets or defenses exist against the mortgaged
debt.


 


6.

That notice and demand or request may be in writing and may be served in person or by mail.


 


7.

That the Mortgagor warrants the title to the premises.


 


8.
That in case of a foreclosure sale, the premises, or so much thereof as may be affected by
this mortgage, may be sold in one parcel.


 


9.
The Mortgagor hereby assigns to the Mortgagee the rent, issues and profits of the premises
as further security for the payment of the obligation secured hereby, and grants to the Mortgagee the right to enter upon the premise
for the purpose of collecting the same, and to let the premises or any part thereof, and to apply the moneys received therefrom,
after payment of necessary charges and expenses, to the obligations secured by this mortgage, upon default under any of the covenants,
conditions or agreements contained in this mortgage. The Mortgagor further promises and agrees, in the event of any such default,
to pay to the Mortgagee, or to any receiver appointed to collect the rents, issues and profits of the premises, the fair and reasonable
rental value for the use and occupation of the same or of such part thereof as may be in the possession of the Mortgagor; and upon
default in payment of such rental, to vacate and surrender possession of the premises, or that portion thereof occupied by Mortgagor,
to the Mortgagee or the receiver therefore appointed.


 


 




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10.

If any action or proceedings be commenced (except an action to foreclose this mortgage or
to collect the debt secured thereby) in which it becomes necessary to defend or assert the lien of this mortgage, whether or not
the Mortgagee is made or becomes a party to any such action or proceeding, all expenses of the Mortgagee incurred in any such action
or proceeding to prosecute or defend the rights and lien created by this mortgage, including reasonable counsel fees, shall be
paid by the Mortgagor, and if not so paid promptly upon request, shall be added to the debt secured by this mortgage and to be
prior and paramount to any right, title, interest, or claim to or upon the premises accruing or attaching subsequent to the lien
of this mortgage, and shall bear interest at the rate provided for the obligation secured hereby. This covenant shall not govern
or affect any action or proceeding to foreclose this mortgage or to recover or to collect the debt secured hereby.


 


11.

In the event that this mortgage is placed in the hands of an attorney for collection, there
shall be added to the amount due and collectible, a reasonable sum for attorney’s fees.


 


12.

If the premises or any part thereof shall be condemned and taken under the power of eminent
domain, or if any award for any change of grade of streets affecting the premises shall be made, all damages and awards for the
property so taken or damaged shall be paid to the holder of this mortgage, to the amount then unpaid on the indebtedness hereby
secured, without regard to whether or not the balance remaining unpaid on the indebtedness may then be due and payable; and the
amount so paid shall be credited against the indebtedness and, if insufficient to pay the entire amount thereof, may, at the option
of the holder of the mortgage, be applied to the last maturing installments. The balance of such damages and awards, if any, shall
be paid to the Mortgagor. The Mortgagee and subsequent holders of this mortgage are hereby given full power, right and authority
to receive and receipt for any and all such damages and awards. 


 


13.

The Mortgagor shall not commit, suffer or permit any waste, impairment or deterioration of
the premises.


 


14.

The Mortgagor shall comply with all statutes, ordinances, and governmental requirements which
affect the premises; and if the Mortgagor shall neglect or refuse to so comply within the time period required by the agency involved.


 


15.

The Mortgagor will, in compliance with Section 13(3) of the lien Law, receive the advances
secured hereby and will hold the right to receive such advances as a trust fund to be applied first for the purpose of paying the
cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the
total of the same for any other purpose.


 


16.

The word “Mortgagor” shall be construed as if it reads “Mortgagors”
and the word “Mortgagee” shall be construed as if it reads “Mortgagees” whenever the sense of this mortgage
so requires. The word “holder” shall include any payee of the indebtedness hereby secured or any transferee thereof
whether by operation of law or otherwise.


 


 




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17.

This Mortgage is intended to be, and shall operate as, the agreement described in Section
291-f of the Real Property Law of the State of New York and shall be entitled to the benefits afforded thereby. Mortgagor shall
(unless such notice is contained in such commercial lease) deliver notice of this Mortgage in form and substance reasonably acceptable
to Mortgagee, to all present and future holders of any interest in any commercial lease, by assignment or otherwise, and shall
take such other action as may now or hereafter be reasonably required to afford Mortgagee the full protections and benefits of
Section 291-f. Mortgagor shall request the recipient of any such notice to acknowledge the receipt thereof.


 


18.

Mortgagor hereby makes the following statement: (a) “This Mortgage does not cover
real property principally improved or to be improved by one (1) or more structures containing in the aggregate not more than six
(6) residential dwelling units, each having its own separate cooking facilities”, (b) the covenants and conditions contained
herein, other than those included in the New York Statutory Short Form of Mortgage, shall be construed as affording to Mortgagee
rights additional to, and not exclusive of, the rights conferred under the provisions of Section 254 of the Real Property Law of
the State of New York (the “RPL”), (c) anything to the contrary notwithstanding, in the event of any inconsistency
between the provisions of Section 254 of the RPL and the provisions of this Mortgage, the provisions of this Mortgage shall prevail.


 


 


[SIGNATURES TO FOLLOW]


 




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IN WITNESS WHEREOF, Mortgagor has caused
this Mortgage to be duly executed as of the day and year first above written.


 


 


 


	 	W.A. LLOYD, LLC
	 	 
	 	 
	 	By:	/s/ Jacob Frydman
	 	 	Jacob Frydman, Authorized Signatory
	 	 	 


 


 


	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)


 


 


On the 25 day of March, 2015, before
me, the undersigned, a Notary Public in and for said State, personally appeared Jacob Frydman, personally known to me or proved
to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he executed the same in his capacity(ies), and that by his/her/their signature(s) on the instrument,
the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.


 


 


	/s/ Alexander Martin Libin
	Notary Public


 


 


 




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EXHIBIT A


 


Legal Description


 


All that certain lot, piece or parcel
of land, situate, lying and being in the Town of Lloyd, County of Ulster, State of New York being more particularly described
as follows:


 


BEING known and designated as Section 80.3, Block 2, Lot
4.100, as shown on map filed in the Ulster County Clerk’s Office on January 8, 2010 as Map No. 10-01


 


Note: Address, Block & Lot shown
for informational purposes only Designated as Section 80.3 Block 2, Lot 4.100 and also known as Route 9 West.


 


 





 






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EXHIBIT C


 


AGREEMENT OF GUARANTY AND
SURETYSHIP


(PAYMENT)


THIS AGREEMENT
OF GUARANTY AND SURETYSHIP (PAYMENT) (this “Guaranty”) is made as of the 25th day of March, 2015,
by W.A. Lloyd, LLC, a Delaware limited liability company (the “Guarantor”)
to and for the benefit of FRS CARNEGIE PLAZA, L.L.C., a New Jersey limited liability company and its successors or assigns
(the “FRS”).


RECITALS:


A.


As more fully
provided in that certain Promissory Note of even date herewith (the “Note”) by 7 Carnegie Plaza Mezz, LLC, a
Delaware limited liability company (the “Borrower”) in favor of FRS, Borrower promises and has agreed
to pay the sum of $767,959.67 to FRS (the “Loan”).


B.


Borrower has
paid to Guarantor the sum of $1,000.00 in consideration of the execution of this Guaranty by Guarantor.


C.


The execution
and delivery of this Guaranty is a condition precedent to FRS’s acceptance of the Note.


NOW, THEREFORE,
to induce FRS to make the Loan and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
and intending to be legally bound, Guarantor hereby covenants and agrees as follows:


1.


Defined
Terms. Unless otherwise expressly defined herein, all capitalized terms herein shall have the meanings ascribed to them
in the Note.


2.


Guaranty.
Guarantor unconditionally guarantees and becomes surety for the full and timely payment, whether by declaration, acceleration or
otherwise, by Borrower of all principal and interest and all fees and costs of FRS now or hereafter to be paid by Borrower pursuant
to the Note (collectively referred to as the “Obligations”).


3.


Agreement
to Pay. Guarantor agrees to pay, upon demand by FRS, the Obligations, irrespective of whether or not any one or more of
the following events have occurred: (i) FRS has made any demand on Borrower other than any notice specifically required
by the Note; (ii) FRS has taken any action of any nature against Borrower; (iii)  FRS has pursued any rights which FRS
has against any other person who may be liable for any of the Obligations; (iv)  FRS holds or has resorted to any security
for any of the Obligations; or (v)  FRS has invoked any other remedies or rights FRS has available with respect to any of
the Obligations. The liability of Guarantor as surety and guarantor of the Obligations is unconditional. Guarantor therefore agrees
to pay the Obligations even if any of the Note or any part thereof are for any reason invalid or unenforceable.


 




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4.


No Right
of Subrogation. Guarantor agrees not to enforce any of the rights of Guarantor against Borrower unless and until Borrower
is no longer liable in any respect to FRS under the Note, including, but not limited to: (i)  any right of Guarantor to be
subrogated in whole or in part to any right or claim with respect to any of the Obligations or any portion thereof to FRS which
might otherwise arise from partial payment or performance by Guarantor to FRS on account of the Obligations or any portion thereof;
and (ii) any right of Guarantor to require the marshaling of assets of Borrower which might otherwise arise from partial payment
or performance by Guarantor to FRS on account of the Obligations or any portion thereof.


5.


Waiver
of Notice. Guarantor waives any and all notice (other than as specifically set forth herein) with respect to: (i) acceptance
by FRS of this Guaranty or any of the Note; and (ii) the provisions of any of the Note or any other instrument or agreement
relating to the Obligations; and (iii) any default in connection with the Obligations.


6.


Waiver
of Presentment, Etc. Guarantor waives any presentment, demand, notice of dishonor or nonpayment, protest, notice of protest
and notice of nonpayment in connection with the Obligations other than any notice specifically set forth herein or in the Note.


7.


FRS’s
Rights. Guarantor agrees that FRS may from time to time and as many times as FRS, in its sole discretion, deems appropriate,
do any of the following without notice to Guarantor and without adversely affecting the validity or enforceability of this Guaranty
or any other agreement, document or instrument given by Guarantor to FRS in connection with this Guaranty or the Obligations including,
without limitation, any mortgage or other security instrument given by Guarantor to secure its Obligations under this Guaranty:
(i) release, surrender, exchange, compromise or settle the Obligations, or any part thereof; (ii) change, renew or waive
the terms of the Obligations, or any part thereof; (iii) change, renew or waive the terms of any of the Note or any other
note, instrument or agreement relating to the Obligations, such rights in FRS to include without limitation the right (with the
Borrower’s approval) to increase the amount of the Loan or to change the rate of interest charged to Borrower (in which event
the Obligations shall be deemed also to include all interest at such changed rate); (iv) grant any extension or indulgence
with respect to the payment or performance of the Obligations or any part thereof; (v) enter into any agreement of forbearance
with respect to the Obligations, or any part thereof; (vi) release, surrender, exchange or compromise any security held by
FRS for any of the Obligations; (vii) release any person who is a guarantor or surety or who has agreed to purchase the Obligations
or any part thereof; (viii) release, surrender, exchange or compromise any security or lien held by FRS for the liabilities
of any person who is guarantor or surety for the Obligations or any part thereof; and (ix) assign this Guaranty to an affiliate
or third party without Guarantor’s consent. Guarantor agrees that FRS may do any of the above as FRS deems necessary or advisable,
in FRS’s sole discretion, without giving any notice to Guarantor, and that Guarantor will remain liable for full payment
and performance of the Obligations; and (x) settle, release, adjust or compromise any claim of FRS against Borrower or any other
person secondarily or otherwise liable, including but not limited to any other guarantors or sureties of the Obligations. Guarantor
agrees that FRS may do any of the above as it deems necessary or advisable, in its sole discretion, without giving any notice to
Guarantor and that Guarantor will remain liable for full performance of the Obligations. Guarantor further waives any defense based
on a claim or defense of Borrower.


 




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8.


Event of Default.
It shall be an Event of Default hereunder and under the Note if: (a) Guarantor shall fail to pay
any sums as required pursuant to the terms of this Guaranty or in any other document provided in relation hereto; (b) Guarantor
shall fail to observe or perform any covenant, representation, warranty, obligation or agreement in this Guaranty or in any other
document provided in relation hereto; and (c) any covenant, representation or warranty by Guarantor contained in this Guaranty
or in any other document provided in relation hereto is now or hereafter false or incorrect.


9.


Rescission.
If at any time all or any part of any payment theretofore applied by FRS to any of the liabilities is or must be rescinded or returned
by FRS for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Borrower), such
liability shall, for the purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, be deemed
to have continued in existence, notwithstanding such application by FRS, and this Guaranty shall continue to be effective or be
reinstated, as the case may be, as to such liabilities, all as though such application by FRS had not been made.


10.


Sealed
Instrument. Guarantor recognizes that this Guaranty when executed constitutes a sealed instrument and as a result the instrument
will be enforceable as such without regard to any statute of limitations which might otherwise be applicable and without regard
to consideration.


11.


Notices.
Guarantor agrees that all notices, statements, requests, demands and other communications made pursuant to or under this Guaranty
shall be made in the manner set forth in the Note and if sent to Guarantor, to each of their respective addresses listed under
their signatures, below, and if sent to FRS, to the address set forth below.


12.


Entire
Agreement; Modification. This Guaranty is the entire agreement between the parties hereto with respect to the subject matter
hereof, and supersedes and replaces all prior discussions, representations, communications and agreements (oral or written). This
Guaranty shall not be modified, supplemented, or terminated, nor any provision hereof waived, except by a written instrument signed
by the party against whom enforcement thereof is sought, and then only to the extent expressly set forth in such writing.


13.


Binding
Effect; Joint and Several Obligations. This Guaranty is binding upon and inures to the benefit of Guarantor, FRS and their
respective heirs, executors, legal representatives, successors, and assigns, whether by voluntary action of the parties or by operation
of law. Guarantor may not delegate or transfer its obligations under this Guaranty. If there is more than one Guarantor, each Guarantor
shall be jointly and severally liable hereunder.


14.


Unenforceable
Provisions. Any provision of this Guaranty which is determined by a court of competent jurisdiction or government body
to be invalid, unenforceable or illegal shall be ineffective only to the extent of such determination and shall not affect the
validity, enforceability or legality of any other provision, nor shall such determination apply in any circumstance or to any party
not controlled by such determination.


 




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15.


Due Authorization
and Execution. This Guaranty has been duly executed and delivered and constitutes the valid and legally binding obligation
of the Guarantor, enforceable in accordance with its terms. The execution, delivery and performance
of this Guaranty by the Guarantor will not violate any provisions of law, any order of any court or governmental agency, the charter
documents and by-laws or partnership agreement or operating agreement of the Guarantor.


16.


Duplicate
Originals; Counterparts. This Guaranty may be executed in any number of duplicate originals, and each duplicate original
shall be deemed to be an original. This Guaranty (and each duplicate original) also may be executed in any number of counterparts,
each of which shall be deemed an original and all of which together constitute a fully executed Guaranty even though all signatures
do not appear on the same document.


17.


Remedies
Not Exclusive. Guarantor agrees that the enumeration of FRS’s rights and remedies set forth in this Guaranty is not
intended to be exhaustive and the exercise by FRS of any right or remedy shall not preclude the exercise of any other rights or
remedies, all of which shall be cumulative and shall be in addition to any other right or remedy given hereunder or under any other
agreement among the parties to the Note or which may now or hereafter exist at law or in equity or by suit or otherwise.


18.


No Waiver.
Guarantor agrees that no failure on the part of FRS to exercise any of its rights under this Guaranty shall be a waiver of such
rights or a waiver of any default by Guarantor. Guarantor further agrees that each written waiver shall extend only to the specific
instance actually recited in such written waiver and shall not impair the rights of FRS in any other respect.


19.


Costs.
Guarantor agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by FRS or any successors and/or
assigns in enforcing this Guaranty against Guarantor.


20.


No
Election of Remedies. Guarantor acknowledges that FRS may, in its sole discretion, elect to enforce this Guaranty for the
total Obligations or any part thereof against Guarantor without any duty or responsibility to pursue any other person or entity
and that such an election by FRS shall not be a defense to any action FRS may elect to take against Guarantor, provided FRS has
provided applicable notice of default if required by the Note.


21.


Governing
Law. The construction, validity and performance of this Guaranty and the obligations arising hereunder shall be governed
by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such state
(without regard to principles of conflict of laws) and any applicable law of the United States of America. To the fullest extent
permitted by law, Guarantor hereby unconditionally and irrevocably waives any claim to assert that the law of any other jurisdiction
governs this guaranty, and this guaranty shall be governed by and construed in accordance with the laws of the State of New York
pursuant to Section 5-1401 of the New York General Obligations Law.






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22.


Jurisdiction.
GUARANTOR HEREBY IRREVOCABLY CONSENTS TO THE NEW YORK COUNTY, AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM AND AGREES
THAT ALL SUCH SERVICE OF PROCESS BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO GUARANTOR AT THE ADDRESS set
forth on the signature page hereof AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF. GUARANTOR
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST HIM AS PROVIDED HEREIN AND AGREES NOT TO ASSERT
ANY DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. GUARANTOR ACKNOWLEDGES AND AGREES THAT THE VENUE PROVIDED ABOVE IS THE MOST
CONVENIENT FORUM FOR FRS, BORROWER AND GUARANTOR. NOTHING CONTAINED HEREIN SHALL PREVENT FRS FROM BRINGING ANY ACTION, ENFORCING
ANY AWARD OR JUDGMENT OR EXERCISING ANY RIGHTS AGAINST ANY PARTY INDIVIDUALLY, AGAINST ANY SECURITY OR AGAINST ANY PROPERTY OF
ANY PARTY WITHIN ANY OTHER COUNTY, STATE OR OTHER FOREIGN OR DOMESTIC JURISDICTION.


23.


Jury
Trial Waiver. GUARANTOR AND FRS WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON OR RELATED TO
THE SUBJECT MATTER OF THIS GUARANTY OR ANY OF THE OTHER NOTE OR ANY OF THE TRANSACTIONS RELATED TO ANY OF THE NOTE. THIS WAIVER
IS KNOWINGLY, INTENTIONALLY AND VOLUNTARILY MADE BY EACH PARTY AND EACH PARTY ACKNOWLEDGES THAT NEITHER THE OTHER NOR ANY PERSON
ACTING ON BEHALF OF THE OTHER HAS OR HAVE MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY
TO MODIFY OR NULLIFY ITS EFFECT. GUARANTOR AND BANK EACH FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY
TO BE REPRESENTED) IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS
OWN FREE WILL AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


24.


Release.
Upon payment in full or discharge of the Obligations, this Guaranty shall be deemed released and terminated and of no further force
or effect, and upon receipt of written request of Guarantor, Bank shall promptly return the executed original thereof to Guarantor.


25.


Subordination.
Any indebtedness of Borrower to Guarantor now or hereafter existing is hereby subordinated to the Loan. Guarantor agrees that,
until the Loan has been paid in full, Guarantor will not seek, accept, or retain for Guarantor’s own account, any payment
from Borrower on account of such subordinated debt. Any such payments received by Guarantor shall be held in trust for Bank and
shall be paid over to Bank on account of the Loan without reducing, impairing or releasing the obligations of Guarantor hereunder.




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[SIGNATURE
PAGE 1 OF 1 TO AGREEMENT OF GUARANTY AND SURETYSHIP (PAYMENT)]




IN WITNESS WHEREOF, Guarantor,
intending to be legally bound, has executed this Guaranty as of the date first set forth above.


 


	WITNESS:	GUARANTOR:
	 	 
	 	 
	 	 
	 	W.A. LLOYD, LLC
	 	 
	 	 
	 	 
	 	 
	
        /s/ Alex Libin
	By:	/s/ Jacob Frydman
	Name Alex Libin	Name:	Jacob Frydman
	 	Title:	Manager
	 	 	 
	 	 	 
	 	 	Address:
	 	 	60 Broad Street
	 	 	34th Floor
	 	 	New York, NY 10004
	 	 	 
	 	 	 
	 	 	with a copy to:
	 	 	 


 


 






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