Subsidiary Guarantee Sample Contracts

Electric Vehicle Research Corp – Subsidiary Guarantee (August 9th, 2017)

SUBSIDIARY GUARANTEE, dated as of Aug. 3, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Advanced Environmental Petroleum Producers, Inc., a Florida corporation (the "Company"), Oncolix, Inc., a Delaware corporation ("Oncolix"), and the Purchasers.

Form of Subsidiary Guarantee (July 17th, 2017)

SUBSIDIARY GUARANTEE, dated as of July __, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Rennova Health, Inc., a Delaware corporation (the "Company") and the Purchasers.

Form of Subsidiary Guarantee (June 22nd, 2017)

SUBSIDIARY GUARANTEE, dated as of June __, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Rennova Health, Inc., a Delaware corporation (the "Company") and the Purchasers.

Form of Subsidiary Guarantee (June 5th, 2017)

SUBSIDIARY GUARANTEE, dated as of June 2, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Rennova Health, Inc., a Delaware corporation (the "Company") and the Purchasers.

Aurora Diagnostics Holdings Llc – Section 8.06 Reinstatement 74 ARTICLE IX Amendments 75 Section 9.01 Without Consent of Holders 75 Section 9.02 With Consent of Holders 76 Section 9.03 [Reserved] 77 Section 9.04 Revocation and Effect of Consents and Waivers 77 Section 9.05 Notation on or Exchange of Securities 77 Section 9.06 Trustee to Sign Amendments 77 ARTICLE X Subsidiary Guarantees 77 Section 10.01 Guarantees 77 Section 10.02 Limitation on Liability 79 Section 10.03 Successors and Assigns 79 Section 10.04 No Waiver 79 Section 10.05 Modification 79 Section 10.06 Release of Subsidiary Guarantor 80 Section 10.07 Contribution (May 26th, 2017)

INDENTURE dated as of May 25, 2017, among AURORA DIAGNOSTICS HOLDINGS, LLC, a Delaware limited liability company (the Company), AURORA DIAGNOSTICS FINANCING, INC., a Delaware corporation (the Co-Issuer and, together with the Company, the Issuers), each of the Guarantors named herein, as Subsidiary Guarantors, and U.S. BANK NATIONAL ASSOCIATION (the Trustee).

HealthLynked Corp – Amendment #1 to the Subsidiary Guarantee Dated July 7, 2016 (May 25th, 2017)

This Amendment, dated May 19, 2017 (the "Amendment"), is entered into by and between each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), and Iconic Holdings, LLC, a Delaware LLC (together with permitted assigns, the "Secured Parties").

Subsidiary Guarantee (May 11th, 2017)

SUBSIDIARY GUARANTEE, dated as of May 9, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between MagneGas Corporation, a Delaware corporation (the "Company") and the Purchasers.

Chanticleer Holdings – Subsidiary Guarantee (May 5th, 2017)

SUBSIDIARY GUARANTEE, dated as of May 4, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Chanticleer Holdings, Inc., a Delaware corporation (the "Company") and the Purchasers.

Helix TCS, Inc. – Subsidiary Guarantee (May 1st, 2017)

This SUBSIDIARY GUARANTEE, dated as of April 26, 2017 (this "Guarantee"), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of RedDiamond Partners, LLC (together with their permitted assigns, the "Secured Parties").

Biotech Products Services & Research, Inc. – Subsidiary Guarantee (April 3rd, 2017)

Subsidiary Guarantee, dated as of March 29, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Agent (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Biotech Products Services and Research, Inc., a Nevada corporation (the "Company"), the Secured Parties, and the Lenders (as defined in that certain 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, due twelve (12) months following its issuance (the "Note"), issued by Biotech Products Services and Research, Inc., a Nevada corporation (the "Company"), as the maker, to the Secured Parties, as the agent/payee on behalf of the Lenders). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement and the Note.

Subsidiary Guarantee (March 16th, 2017)

SUBSIDIARY GUARANTEE, dated as of March __, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers and investors, as applicable, signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement ("Purchase Agreement"), dated as of the date hereof, between Rennova Health, Inc., a Delaware corporation (the "Company") and the purchasers and those certain Securities Exchange Agreements ("Exchange Agreements"), dated as of the date hereof, by and between the Company and the investors signatory thereto.

Helix TCS, Inc. – Subsidiary Guarantee (February 24th, 2017)

This SUBSIDIARY GUARANTEE, dated as of February 13, 2017 (this "Guarantee"), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of RedDiamond Partners, LLC (together with their permitted assigns, the "Secured Parties").

Subsidiary Guarantee (February 15th, 2017)

SUBSIDIARY GUARANTEE, dated as of February 13, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between RiceBran Technologies, a California corporation (the "Company") and the Purchasers.

Subsidiary Guarantee (February 8th, 2017)

SUBSIDIARY GUARANTEE, dated as of February 2, 2017 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Rennova Health, Inc., a Delaware corporation (the "Company") and the Purchasers.

Digital Ally – Subsidiary Guarantee (January 3rd, 2017)

SUBSIDIARY GUARANTEE, dated as of December 30, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Digital Ally, Inc., a Nevada corporation (the "Company") and the Purchasers.

DSG Global Inc. – Subsidiary Guarantee (November 23rd, 2016)

Subsidiary Guarantee, dated as of November 7, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among DSG Global, Inc., a Nevada corporation (the "Company") and the Secured Parties.

Nac Global Technologies, Inc. – Subsidiary Guarantee (November 22nd, 2016)

This Subsidiary Guarantee, dated as of November 16, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatories (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of November 4, 2016, by and among NAC Global Technologies, Inc., a Nevada corporation (the "Company") and the Secured Parties.

Legend Oil & Gas, Ltd. – Subsidiary Guarantee (October 6th, 2016)

SUBSIDIARY GUARANTEE, dated as of September 30, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Legend Oil and Gas, Ltd., a Colorado corporation (the "Company") and the Purchasers.

Oroplata Resources, Inc. – Subsidiary Guarantee (October 3rd, 2016)

This SUBSIDIARY GUARANTEE, dated as of September 28, 2016 (this Guarantee), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Guarantors), in favor of Tangiers Investment Group, LLC (together with their permitted assigns, the Secured Parties).

Sysorex Global Holdings Corp. – Subsidiary Guarantee (August 10th, 2016)

SUBSIDIARY GUARANTEE, dated as of August 9, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Sysorex Global, a Nevada corporation (the "Company"), and the Purchasers.

Sg Blocks, Inc. – Subsidiary Guarantee (August 8th, 2016)

SUBSIDIARY GUARANTEE, dated as of June 30, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between SG Blocks, Inc., a Delaware corporation (the "Company") and the Purchasers.

Sg Blocks, Inc. – Subsidiary Guarantee (July 7th, 2016)

SUBSIDIARY GUARANTEE, dated as of May __, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between SG Blocks, Inc., a Delaware corporation (the "Company") and the Purchasers.

Subsidiary Guarantee (June 27th, 2016)

SUBSIDIARY GUARANTEE, dated as of June 27, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between MagneGas Corporation, a Delaware corporation (the "Company") and the Purchasers.

Terra Tech Corp. – Subsidiary Guarantee (June 1st, 2016)

Subsidiary Guarantee, dated as of May 27, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Terra Tech Corp., a Nevada corporation (the "Company") and the Secured Parties.

Subsidiary Guarantee (May 10th, 2016)

SUBSIDIARY GUARANTEE, dated as of May 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Galena Biopharma, Inc., a Delaware corporation (the "Company"), JGB Collateral LLC, a Delaware limited liability company, as Agent ("Agent") and the Purchasers.

Subsidiary Guarantee (April 21st, 2016)

Subsidiary Guarantee, dated as of April 14, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Amarantus Bioscience Holdings, Inc., a Nevada corporation (the "Company") and the Secured Parties.

Release of Subsidiary Guarantee (February 24th, 2016)

This Release of Subsidiary Guarantee (this "Agreement") is entered into as of December 29, 2015, by and among HollyFrontier Corporation, a Delaware corporation (the "Borrower") and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as administrative agent under the Credit Agreement referred to below (the "Administrative Agent").

Subsidiary Guarantee (February 4th, 2016)

This Subsidiary Guarantee, dated as of January 27, 2016 (this "Guarantee"), is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Epic Stores Corp., a Nevada corporation (the "Company") and the Secured Parties.

Subsidiary Guarantee (January 29th, 2016)

SUBSIDIARY GUARANTEE, dated as of January 28, 2016 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the Purchaser signatory (together with their permitted assigns, the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between PositiveID Corporation, a Delaware corporation (the "Company") and the Purchaser.

Subsidiary Guarantee (December 29th, 2015)

SUBSIDIARY GUARANTEE, dated as of December 22, 2015 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the Purchaser signatory (together with their permitted assigns, the "Purchaser") to that certain Securities Purchase Agreement, dated as of the date hereof, between PositiveID Corporation, a Delaware corporation (the "Company") and the Purchaser.

Viscount Systems Inc – Subsidiary Guarantee (December 1st, 2015)

SUBSIDIARY GUARANTEE, dated as of November 24, 2015 (this Guarantee), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the Guarantors), in favor of the holders (together with its permitted assigns, the Holders) to those certain promissory notes, dated as of the date hereof, between Viscount Systems, Inc., a Nevada corporation (the Company) and the Holders (each a Note and collectively, the Notes).

Xenetic Biosciences, Inc. – Form of First Amendment to Subsidiary Guarantee (November 16th, 2015)

This First Amendment to Subsidiary Guarantee (this "Amendment") dated as of ______________, 2015, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the Purchaser (together with its permitted assigns, the "Purchaser") signatory to that certain Securities Purchase Agreement, dated as of June 9, 2015, as amended, between Xenetic Biosciences, Inc., a Nevada corporation (the "Company") and the Purchaser (the "Securities Purchase Agreement") pursuant to which the Purchaser purchased from the Company a $3 million Ten Percent (10%) Senior Secured Collateralized Convertible Promissory Note (as amended, the "Original Note" or "Note").

Foreclosure Solutions – Subsidiary Guarantee (September 23rd, 2015)

Subsidiary Guarantee, dated as of May 19, 2015 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among CannaVest Corp., a Delaware corporation (the "Company") and the Secured Parties.

Subsidiary Guarantee (September 16th, 2015)

SUBSIDIARY GUARANTEE, dated as of September 4, 2015 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, between Adaptive Medias, Inc., a Nevada corporation (the "Company") and the Purchasers.

Content Checked Holdings, Inc. – Subsidiary Guarantee (September 4th, 2015)

SUBSIDIARY GUARANTEE, dated as of September 3, 2015 (this "Guarantee"), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of the purchasers signatory (together with their permitted assigns, the "Purchasers") to that certain Securities Purchase Agreement, dated as of the date hereof, by and between CONTENT CHECKED HOLDINGS, INC., a Nevada corporation (the "Company"), and the Purchasers (the "Purchase Agreement").