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Exhibit 2.2 Guaranty
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GUARANTY
IN CONSIDERATION of the execution and delivery of (i) the Asset Sale
Agreement (the "Agreement"), dated as of January 18, 1996, by and among
Rockwell International Corporation, a Delaware corporation ("Note Holder"),
Meret Optical Communications, Inc., a California corporation ("Meret") and a
wholly-owned subsidiary of Osicom Technologies, Inc., a New Jersey corporation
("Guarantor"), and (ii) the Promissory Note of Meret payable to Note Holder
dated the date hereof in the principal amount of $6,000,000 (the "Note"), and
as an inducement to Note Holder to enter into the Agreement, Guarantor, for
itself and its successors in interests and assigns, hereby guarantees the full
and faithful performance and observation by Meret under the Agreement and the
Note of all of the representations, warranties, covenants, conditions and
agreements in the Agreement and the Note provided to be performed and observed
by Meret, including, without limitation, the payment of all principal and
interest on the Note, and all costs, attorneys' fees and other expenses
incurred by Note Holder in enforcing such performance and observance, without
requiring any notice of non-payment, non-performance or non-observance or proof
of notice or demand whereby to charge Guarantor therefor, all of which
Guarantor hereby expressly waives.
Guarantor expressly agrees that Note Holder may, without notice to
Guarantor, modify the Agreement or the Note with Meret and grant extensions and
concessions to Meret in respect thereof without in any manner effecting the
liability of Guarantor hereunder.
Guarantor expressly agrees that the validity of this Guaranty and the
obligations of Guarantor hereunder shall in no way be terminated, affected or
impaired by reason of assertion by Note Holder against Meret of any of the
rights or remedies reserved to Note Holder pursuant to the Agreement or the
Note.
The liability of Guarantor hereunder is primary and may be enforced by
Note Holder before, concurrently, or after proceeding against Meret or any
other guarantor of Meret.
This Guaranty shall remain in effect notwithstanding any bankruptcy,
reorganization or insolvency of Meret, or any successor or assignee thereof, or
any disaffirmance or abandonment by a trustee thereof.
This Guaranty shall be interpreted in accordance with the laws of the
State of New York, and Guarantor agrees to submit itself to the personal
jurisdiction of that State's courts.
Guarantor hereby waives notice of acceptance of this Guaranty.
Dated: January 31, 1996
OSICOM TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxx Xxxxxx
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Name: Xxxxxx Xxxx Xxxxxx
Title: Chief Executive Officer
