Exhibit
10.02


 


GUARANTY
AGREEMENT


 


This
GUARANTY AGREEMENT is dated as of August 8, 2022 (as amended, restated or modified from time to time, the “Guaranty”),
and is made by LD MICRO, INC., a Delaware corporation (the “Guarantor”), in favor of [ATW OPPORTUNITIES MASTER
FUND II, LP], a limited partnership organized and existing under the laws of Delaware (the “Lender”).


 


WHEREAS,
pursuant to a Senior Secured Revolving Credit Facility Agreement dated as of even date herewith (the “Credit Agreement”)
by and between SRAX, Inc., a Delaware corporation (the “Borrower”), the Guarantor and certain other additional
Credit Parties, and the Lender, the Borrower desires to borrow funds and obtain financial accommodations from Lender (such financial
accommodations hereinafter referred to as the “Loan”); and


 


WHEREAS,
in order to induce Lender to enter into the Loan with the Borrower, and with full knowledge that Lender would not enter into this Loan
without this Guaranty, Guarantor has agreed to execute and deliver this Guaranty to Lender, for the benefit of Lender, as security for
the Obligations; and


 


WHEREAS,
Guarantor is a subsidiary of the Borrower and will significantly benefit from the Borrower obtaining the Loan from the Lender;


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the parties hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties each intending to be legally bound, hereby do agree as follows:


 


	1.	OBLIGATIONS
    GUARANTEED


 


Guarantor
hereby guarantees and becomes surety to Lender for the full, prompt and unconditional payment of the Obligations, when and as the same
shall become due, whether at the stated maturity date, by acceleration or otherwise, and the full, prompt and unconditional performance
of each term and condition to be performed by Borrower under the Credit Agreement and other Loan Documents. This Guaranty is a primary
obligation of the Guarantor and shall be a continuing inexhaustible Guaranty. This is a guaranty of payment and not of collection. Lender
may require Guarantor to pay and perform their liabilities and obligations under this Guaranty and may proceed immediately against the
Guarantor without being required to bring any proceeding or take any action against Borrower or any other Person prior thereto; the liability
of Guarantor hereunder being independent of and separate from the liability of Borrower, any other guarantor, any other Person, and the
availability of other Collateral security for the Loan and the other Loan Documents.


 


	2.	DEFINITIONS


 


All
capitalized terms used in this Guaranty that are defined in the Credit Agreement shall have the meanings assigned to them in the Credit
Agreement, unless the context of this Guaranty requires otherwise.


 




    	1



    	 



    

 


	3.	REPRESENTATIONS
    AND WARRANTIES. The Guarantor represents and warrants to Lender as follows:


 


3.1. Organization,
Powers. The Guarantor is duly incorporated or organized and validly exists and is in good standing under its respective
jurisdiction of organization. The Guarantor has the power and authority to own its properties and assets and to carry on its
business as now being conducted and as now contemplated and has the power and authority to execute, deliver and perform and by all
necessary action has authorized the execution, delivery and performance of all of its obligations under this Guaranty and any other
Loan Documents to which it is a party.


 


3.2. Execution
of Guaranty. This Guaranty, and each of the other Loan Documents to which the Guarantor is a party, have been duly executed and
delivered by the Guarantor. Execution, delivery and performance of this Guaranty and each of the other Loan Documents to which the
Guarantor is a party, will not: (i) violate any provision of any law, rule or regulation, any judgment, order, writ, decree or other
instrument of any Governmental Authority, or any provision of any contract or other instrument to which the Guarantor is a party or
by which the Guarantor or any of its properties or assets are bound; (ii) result in the creation or imposition of any Lien, claim or
other encumbrance of any nature or kind, other than the Liens created by the Loan Documents; and (iii) require any consent from,
exemption of, or filing or registration with, any Governmental Authority or any other Person, other than any filings in connection
with the Liens created by the Loan Documents.


 


3.3.
Obligations of Guarantor. This Guaranty and all other Loan Documents to which the Guarantor is a party, are the legal, valid and
binding obligations of the Guarantor, enforceable against the Guarantor in accordance with their terms, except as the same may be limited
by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights generally
or by equitable principles which may affect the availability of specific performance and other equitable remedies. The Loan made by Lender
and the assumption by Guarantor of its obligations hereunder and under any other Loan Documents to which Guarantor is a party will result
in material benefits to the Guarantor. This Guaranty was entered into by Guarantor for commercial purposes.


 


3.4. Litigation.
There is no demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative hearing, or any other
Proceeding of any nature whatsoever at law or in equity or by or before any Governmental Authority now pending or, to the knowledge
of the Guarantor, threatened, against or affecting the Guarantor or any of its properties, assets or rights which, if adversely
determined, would impair or affect: (i) the value of any Collateral securing the Obligations; (ii) Guarantor’s right to carry
on its business substantially as now conducted (and as now contemplated); (iii) Guarantor’s financial condition; or (iv)
Guarantor’s capacity to consummate and perform its obligations under this Guaranty or any other Loan Documents to which
Guarantor is a party which would result in a Material Adverse Effect.


 


3.5. No
Defaults. Guarantor is not in default beyond the expiration of any applicable grace or cure periods, in the performance,
observance or fulfillment of any of the obligations, covenants or conditions contained herein or in any contract or other instrument
to which Guarantor is a party or by which Guarantor or any of their properties or assets are bound which would result in a Material
Adverse Effect.


 


3.6.
No Untrue Statements. To the knowledge of Guarantor, no Loan Documents or other document, certificate or statement furnished to
Lender by or on behalf of Borrower or Guarantor contains any untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained herein and therein not misleading. Guarantor acknowledges that all such statements, representations
and warranties shall be deemed to have been relied upon by Lender as an inducement in providing the Loan.


 




    	2



    	 



    

 


	4.	NO
    LIMITATION OF LIABILITY


 


4.1.
Guarantor acknowledges that the obligations undertaken herein involve the guaranty of obligations of a Person other than Guarantor
and, in full recognition of that fact, Guarantor consents and agrees that Lender may, at any time and from time to time, without
notice or demand, and without affecting the enforceability or continuing effectiveness of this Guaranty: (i) change the manner,
place or terms of payment of (including, without limitation, any increase or decrease in the principal amount of the Obligations or
the interest rate), and/or change or extend the time for payment of, or renew, supplement or modify, any of the Obligations, any
security therefor, or any of the Loan Documents evidencing same, and the Guaranty herein made shall apply to the Obligations and the
Loan Documents as so changed, extended, renewed, supplemented or modified; (ii) sell, exchange, release, surrender, realize upon or
otherwise deal with in any manner and in any order, any property securing the Obligations; (iii) supplement, modify, amend or waive,
or enter into or give any agreement, approval, waiver or consent with respect to, any of the Obligations, or any part thereof, or
any of the Loan Documents, or any additional security or guaranties, or any condition, covenant, default, remedy, right,
representation or term thereof or thereunder; (iv) exercise or refrain from exercising any rights against Borrower or other Persons
(including Guarantor) or against any security for the Obligations; (v) accept new or additional instruments, documents or agreements
in exchange for or relative to any of the Loan Documents or the Obligations, or any part thereof; (vi) accept partial payments on
the Obligations; (vii) receive and hold additional security or guaranties for the Obligations, or any part thereof; (viii) release,
reconvey, terminate, waive, abandon, fail to perfect, subordinate, exchange, substitute, transfer and/or enforce any security or
guaranties, and apply any security and direct the order or manner of sale thereof as Lender, in its sole and absolute discretion,
may determine; (ix) add, release, settle, modify or discharge the obligation of any maker, endorser, guarantor, surety, obligor or
any other Person who is in any way obligated for any of the Obligations, or any part thereof; (x) settle or compromise any
Obligation, whether in a Proceeding or not, and whether voluntarily or involuntarily, dispose of any security therefor (with or
without consideration and in whatever manner Lender deems appropriate), and subordinate the payment of any of the Obligations,
whether or not due, to the payment of liabilities owing to creditors of Borrower other than Lender and Guarantor; (xi) consent to
the merger, change or any other restructuring or termination of the corporate existence of Borrower or any other Person, and
correspondingly restructure the Obligations, and any such merger, change, restructuring or termination shall not affect the
liability of Guarantor or the continuing effectiveness hereof, or the enforceability hereof with respect to all or any part of the
Obligations; (xii) apply any sums it receives, by whomever paid or however realized, to any of the Obligations and/or (xiii) take
any other action which might constitute a defense available to, or a discharge of, Borrower or any other Person (including
Guarantor) in respect of the Obligations.


 


4.2.
The invalidity, irregularity or unenforceability of all or any part of the Obligations or any Loan Documents, or the impairment or
loss of any security therefor, whether caused by any action or inaction of Lender, or otherwise, shall not affect, impair or be a
defense to any of the Guarantor’s obligations under this Guaranty.


 




    	3



    	 



    

 


4.3.
Upon the occurrence of any Event of Default, Lender may enforce this Guaranty independently of any other remedy, guaranty or
security Lender at any time may have or hold in connection with the Obligations, and it shall not be necessary for Lender to marshal
assets in favor of Borrower, any other guarantor of the Obligations or any other Person or to proceed upon or against and/or exhaust
any security or remedy before proceeding to enforce this Guaranty. Guarantor expressly waives any right to require Lender to marshal
assets in favor of Borrower or any other Person, or to proceed against Borrower or any other guarantor of the Obligations or any
Collateral provided by any Person, and agrees that Lender may proceed against any obligor (including Guarantor) and/or the
Collateral in such order as Lender shall determine in its sole and absolute discretion. Lender may file a separate action or actions
against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any
other Person is joined in any such action or actions. Guarantor agrees that Lender and Borrower may deal with each other in
connection with the Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any
manner whatsoever, all without in any way altering or affecting the security of this Guaranty.


 


4.4.
Guarantor expressly waives, to the fullest extent permitted by applicable law, any and all defenses which Guarantor shall or may
have as of the date hereof arising or asserted by reason of: (i) any disability or other defense of Borrower, or any other guarantor
for the Obligations, with respect to the Obligations; (ii) the unenforceability or invalidity of any security for or guaranty of the
Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Obligations; (iii) the
cessation for any cause whatsoever of the liability of Borrower, or any other guarantor of the Obligations (other than by reason of
the full payment and performance of all Obligations (other than contingent indemnification obligations)); (iv) any failure of Lender
to marshal assets in favor of Borrower or any other Person; (v) any failure of Lender to give notice of sale or other disposition of
Collateral to Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition
of Collateral; (vi) any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any
Collateral or other security for any Obligations, including, without limitation, any failure of Lender to conduct a commercially
reasonable sale or other disposition of any Collateral or other security for any Obligations; (vii) any act or omission of Lender or
others that directly or indirectly results in or aids the discharge or release of Borrower or any other guarantor of the
Obligations, or of any security or guaranty therefor by operation of law or otherwise; (viii) any law which provides that the
obligation of a surety or guarantor must neither be larger in amount or in other respects more burdensome than that of the principal
or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation; (ix) any failure of
Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (x) the election by Lender, in
any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy
Code; (xi) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code; (xii) any use of
Collateral under Section 363 of the United States Bankruptcy Code; (xiii) any agreement or stipulation with respect to the provision
of adequate protection in any bankruptcy proceeding of any Person; (xiv) the avoidance of any lien or security interest in favor of
Lender for any reason; (xv) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or
dissolution proceeding commenced by or against any Person, including without limitation any discharge of, or bar or stay against
collecting, all or any of the Obligations (or any interest thereon) in or as a result of any such proceeding; or (xvi) any action
taken by Lender that is authorized by this Section or any other provision of any Loan Documents. Guarantor expressly waives all
setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance,
protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to
the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Obligations.


 


4.5.
This is a continuing guaranty and shall remain in full force and effect as to all of the Obligations until such date (the
“Termination Date”) as all Obligations owing by the Credit Parties to Lender shall have been indefeasibly
paid in full and for cash and all obligations of Borrower with respect to any of the Obligations shall have terminated or expired
(other than contingent indemnification obligations).


 




    	4



    	 



    

 


	5.	LIMITATION
    ON SUBROGATION


 


Until
the Termination Date, Guarantor waives any present or future right to which Guarantor is or may become entitled to be subrogated to Lender’s
rights against Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or participation in any claim,
right or remedy of Lender against Borrower or any security which Lender now has or hereafter acquires, whether or not such claim, right
or remedy arises under contract, in equity, by statute, under common law or otherwise. If, notwithstanding such waiver, any funds or
property shall be paid or transferred to Guarantor on account of such subrogation, contribution, reimbursement, or indemnification at
any time when all of the Obligations have not been paid in full, the Guarantor shall hold such funds or property in trust for Lender
and shall forthwith pay over to Lender such funds and/or property to be applied by Lender to the Obligations.


 


	6.	COVENANTS


 


6.1.
Financial Statements; Compliance Certificate. No later than ten (10) days after written request therefore from Lender, Guarantor
shall deliver to Lender: (a) financial statements disclosing all of Guarantor’s assets, liabilities, net worth, income and contingent
liabilities, all in reasonable detail and in form acceptable to Lender, signed by the Guarantor, and certified by the Guarantor to Lender
to be true, correct and complete in all material respects; (b) complete copies of federal tax returns, including all schedules, each
of which shall be signed and certified by Guarantor to be true and complete copies of such returns; and (c) such other information respecting
the Guarantor as Lender may from time to time reasonably request.


 


6.2.
Subordination of Other Debts. Guarantor hereby: (a) subordinates the obligations now or hereafter owed by Borrower to the Guarantor
(“Subordinated Debt”) to any and all Obligations of Borrower to Lender now or hereafter existing while this
Guaranty is in effect, and hereby agree that the Guarantor will not request or accept payment of or any security for any part of the
Subordinated Debt, and any proceeds of the Subordinated Debt paid to the Guarantor, through error or otherwise, shall immediately be
forwarded to Lender by the Guarantor, properly endorsed to the order of Lender, to apply to the Obligations.


 




    	5



    	 



    

 


6.3.
Security for Guaranty. All of Guarantor’s obligations and liabilities evidenced by this Guaranty are also secured by all
of the Collateral of the Guarantor pursuant to that certain Security Agreement by and between the Guarantor and Lender made of even date
herewith (the “Security Agreement”). All of the agreements, conditions, covenants, provisions, representations,
warranties and stipulations contained in the Security Agreement or any other Loan Documents to which Guarantor is a party which are to
be kept and performed by the Guarantor is hereby made a part of this Guaranty to the same extent and with the same force and effect as
if they were fully set forth herein, and the Guarantor covenants and agrees to keep and perform them, or cause them to be kept or performed,
strictly in accordance with their terms.


 


6.4. No
Material Changes. Until the Termination Date, Guarantor shall not: (i) transfer, assign, convey, hypothecate, pledge or
otherwise transfer or encumber any material portion of its assets, whether or not disclosed by Guarantor to Lender in the financial
statements of Guarantor provided to Lender and accepted by Lender prior to the execution hereof; (ii) incur or become liable for,
whether directly or indirectly, any material liabilities or obligations not already disclosed by Guarantor to Lender in the
financial statements of Guarantor provided to Lender and accepted by Lender prior to the execution hereof, including any contingent
liabilities; and (iii) enter into any transaction or become bound by any agreement or obligation that could have a material adverse
effect on the financial condition of the Guarantor.


 


	7.	EVENTS
    OF DEFAULT


 


Each
of the following shall constitute a default (each, an “Event of Default”) hereunder:


 


7.1.
The occurrence of any “Event of Default” (as defined in the Credit Agreement) under the Credit Agreement or any other
Loan Documents, whether by Borrower, Guarantor or any other Credit Parties;


 


7.2.
A breach by Guarantor of any term, covenant, condition, obligation or agreement under this Guaranty; and


 


7.3.
Any representation or warranty made by Guarantor in this Guaranty shall prove to be false, incorrect or misleading in any material
respect as of the date when made.


 


	8.	REMEDIES.


 


8.1.
Upon the occurrence of an Event of Default, all liabilities and obligations of Guarantor hereunder shall become immediately due and
payable without demand or notice and, in addition to any other remedies provided by law or in equity, Lender may:


 


8.1.1.
Enforce the obligations of Guarantor under this Guaranty.


 


8.1.2.
To the extent not prohibited by and in addition to any other remedy provided by law or equity, setoff against any of the Obligations
any sum owed by Lender in any capacity to Guarantor whether due or not.


 




    	6



    	 



    

 


8.1.3.
Perform any covenant or agreement of Guarantor in default hereunder (but without obligation to do so) and in that regard pay such
money as may be required or as Lender may reasonably deem expedient. Any costs, expenses or fees, including reasonable
attorneys’ fees and costs, incurred by Lender in connection with the foregoing shall be included in the Obligations guaranteed
hereby, and shall be due and payable on demand, together with interest at the highest non-usurious rate permitted by applicable law,
such interest to be calculated from the date of such advance to the date of repayment thereof. Any such action by Lender shall not
be deemed to be a waiver or release of Guarantor hereunder and shall be without prejudice to any other right or remedy of
Lender.


 


8.2.
Settlement of any claim by Lender against Borrower, whether in any Proceeding or not, and whether voluntary or involuntary, shall
not reduce the amount due under the terms of this Guaranty, except to the extent of the amount actually paid by Borrower or any
other obligated Person and legally retained by Lender in connection with the settlement (unless otherwise provided for
herein).


 


	9.	MISCELLANEOUS.


 


9.1.
Disclosure of Financial Information. Lender is hereby authorized to disclose any financial or other information about Guarantor
to any Governmental Authority having jurisdiction over Lender or to any present, future or prospective participant or successor in interest
in the Loan. The information provided may include, without limitation, amounts, terms, balances, payment history, return item history
and any financial or other information about Guarantor.


 


9.2.
Remedies Cumulative. The rights and remedies of Lender, as provided herein and in any other Loan Documents, shall be cumulative
and concurrent, may be pursued separately, successively or together, may be exercised as often as occasion therefor shall arise, and
shall be in addition to any other rights or remedies conferred upon Lender at law or in equity. The failure, at any one or more times,
of Lender to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. Lender shall have the right
to take any action it deems appropriate without the necessity of resorting to any Collateral securing this Guaranty.


 


9.3.
Integration. This Guaranty and the other Loan Documents constitute the sole agreement of the parties with respect to the transactions
contemplated hereby and thereby and supersede all oral negotiations and prior writings with respect thereto.


 


9.4.
Attorneys’ Fees and Expenses. If Lender retains the services of counsel by reason of a claim of an Event of Default hereunder
or under any of the other Loan Documents, or on account of any matter involving this Guaranty, or for examination of matters subject
to Lender’s approval under the Loan Documents, all costs of suit and all reasonable attorneys’ fees and such other reasonable
expenses so incurred by Lender shall forthwith, on demand, become due and payable and shall be guaranteed hereby.


 


9.5.
No Implied Waiver. Lender shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification
or waiver is in writing and signed by Lender, and then only to the extent specifically set forth therein. A waiver in one event shall
not be construed as continuing or as a waiver of or bar to such right or remedy on a subsequent event.


 


9.6. Waiver.
Except as otherwise provided herein or in any of the Loan Documents, Guarantor waives notice of acceptance of this Guaranty and
notice of the Obligations and waives notice of default, non-payment, partial payment, presentment, demand, protest, notice of
protest or dishonor, and all other notices to which the Guarantor might otherwise be entitled or which might be required by law to
be given by Lender. Guarantor waives the right to any stay of execution and the benefit of all exemption laws, to the extent
permitted by law, and any other protection granted by law to guarantors, now or hereafter in effect with respect to any action or
proceeding brought by Lender against it. Guarantor irrevocably waives all claims of waiver, release, surrender, alteration or
compromise and the right to assert against Lender any defenses, set-offs, counterclaims, or claims that the Guarantor may have at
any time against Borrower or any other party liable to Lender.


 




    	7



    	 



    

 


9.7. No
Third Party Beneficiary. Except as otherwise provided herein, Guarantor and Lender do not intend the benefits of this Guaranty
to inure to any third party and no third party (including Borrower) shall have any status, right or entitlement under this
Guaranty.


 


9.8.
Partial Invalidity. The invalidity or unenforceability of any one or more provisions of this Guaranty shall not render any other
provision invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be added automatically a valid
and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.


 


9.9. Binding
Effect. The covenants, conditions, waivers, releases and agreements contained in this Guaranty shall bind, and the benefits
thereof shall inure to, the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns;
provided, however, that this Guaranty cannot be assigned by Guarantor without the prior written consent of Lender, and any such
assignment or attempted assignment by the Guarantor shall be void and of no effect with respect to the Lender.


 


9.10.
Modifications. This Guaranty may not be supplemented, extended, modified or terminated except by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification or discharge is sought.


 


9.11.
Sales or Participations. Lender may from time to time sell or assign the Loan, in whole or in part, or grant participations in
the Loan and/or the obligations evidenced thereby without the consent of Borrower or Guarantor (other than as provided in the Credit
Agreement). The holder of any such sale, assignment or participation, if the applicable agreement between Lender and such holder so provides,
shall be: (a) entitled to all of the rights, obligations and benefits of Lender (to the extent of such holder’s interest or participation);
and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder
to Guarantor (to the extent of such holder’s interest or participation), in each case as fully as though Guarantor was directly
indebted to such holder. Lender may in its discretion give notice to Guarantor of such sale, assignment or participation; however, the
failure to give such notice shall not affect any of Lender’s or such holder’s rights hereunder.


 


9.12. Reserved


 


9.13.
Notices. All notices, requests and demands to or upon Lender or Guarantor, to be effective, shall be delivered in the manner and
addressed at the applicable address set forth in the Credit Agreement. Guarantor agrees and acknowledges that notice to the
Guarantor may be sent and delivered to the Borrower, as required under the Credit Agreement, and such notice to the Borrower shall
be deemed valid and effective notice to Guarantor hereunder.


 


9.14.
Governing Law. Except in the case of the Mandatory Forum Selection clause set forth in Section 9.12 hereof, this Guaranty
shall be governed by and construed in accordance with the substantive laws of the State of Delaware without reference to conflict of
laws principles.


 


9.15. Joint
and Several Liability. The word “Guarantor” or “Guarantors” shall mean all of the undersigned Persons,
if more than one, and their liability shall be joint and several. The liability of Guarantors shall also be joint and several with
the liability of any other guarantor or obligor of the Obligations, under any other guaranty or other Loan Documents.


 


9.16. Continuing
Enforcement. If, after receipt of any payment of all or any part of the Obligations, Lender is compelled or reasonably agrees,
for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a
determination that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a
diversion of trust funds), then this Guaranty shall continue in full force and effect or be reinstated, as the case may be, and
Guarantor shall be liable for, and shall indemnify, defend and hold harmless Lender with respect to the full amount so surrendered.
The provisions of this Section shall survive the termination of this Guaranty and shall remain effective notwithstanding the payment
of the Obligations, the cancellation or conversion of the Loan, this Guaranty or any other Loan Document, the release of any
security interest, lien or encumbrance securing the Obligations or any other action which Lender may have taken in reliance upon its
receipt of such payment. Any cancellation, release or other such action shall be deemed to have been conditioned upon any payment of
the Obligations having become final and irrevocable.


 




    	8



    	 



    

 


9.17.
WAIVER OF JURY TRIAL. GUARANTOR AGREES THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY SUIT, ACTION OR PROCEEDING, WHETHER
CLAIM OR COUNTERCLAIM, BROUGHT BY LENDER OR GUARANTOR ON OR WITH RESPECT TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR THE DEALINGS
OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY. LENDER AND GUARANTOR HEREBY
KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND INTELLIGENTLY, AND WITH THE ADVICE OF THEIR RESPECTIVE COUNSEL, WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. FURTHER, LENDER AND GUARANTOR
WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. GUARANTOR ACKNOWLEDGES AND AGREES THAT THIS SECTION IS
A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT HAVE MADE THIS LOAN IF THE WAIVERS SET FORTH IN THIS
SECTION WERE NOT A PART OF THIS GUARANTY.


 


9.18.
Increase in Obligations. This Guaranty shall secure payment of the Obligations, as the amount of such Obligations may increase
from time to time in accordance with the terms and provisions of the Loan Documents, and all of the Obligations, as so increased from
time to time, shall be and are guaranteed hereby.


 


[Signature
page follows]


 




    	9



    	 



    

 


IN
WITNESS WHEREOF, Guarantor, intending to be legally bound, has duly executed and delivered this Guaranty Agreement as of the day and
year first above written.


 


	LD
    MICRO, INC. 	 
	 	 	 
	By:	 	 
	Name:	[●]	 
	Title:	[●]	 


 


	STATE
    OF _____________________________	 	)	 	 
	 	 	)	SS.	 
	COUNTY
    OF ____________________________	 	)	 	 


 


The
undersigned, a Notary Public in and for the said County, in the State aforesaid, DOES HEREBY CERTIFY that [●],
the [●] of LD Micro, Inc., a Delaware corporation, who is personally known to me
to be the same person whose name is subscribed to the foregoing, appeared before me this day in person and acknowledged that he/she signed
and delivered the said instrument as his/her own free and voluntary act and as the free and voluntary act of said corporation, for the
uses and purposes therein set forth.


 


GIVEN
under my hand and notarial seal this _____ day of ________________, 20____.


 


	 	 
	 	Notary
    Public
	 	 
	 	My
    Commission Expires:
	 	 
	 	


 




    	10