Subsidiary Guarantee Sample Contracts

Songbird Development Inc. – Subsidiary Guarantee (September 27th, 2018)

Subsidiary Guarantee, dated as of September 21, 2018 (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 Dthera Sciences, a Nevada corporation (the "Company") and the Secured Parties.

Pgt – Page SECTION 3.08. Special Mandatory Redemption 51 ARTICLE FOUR COVENANTS SECTION 4.01. Payment of Notes 51 SECTION 4.02. Maintenance of Office or Agency 52 SECTION 4.03. Corporate Existence 52 SECTION 4.04. Payment of Taxes 52 SECTION 4.05. [Reserved] 53 SECTION 4.06. Compliance Certificate; Notice of Default 53 SECTION 4.07. [Reserved] 53 SECTION 4.08. Waiver of Stay, Extension or Usury Laws 53 SECTION 4.09. Change of Control 53 SECTION 4.10. Incurrence of Indebtedness and Issuance of Preferred Stock 56 SECTION 4.11. Restricted Payments 60 SECTION 4.12. Liens 65 SECTION 4.13. Asset Sales 66 (August 13th, 2018)
Dolphin Digital Media – Subsidiary Guarantee (July 11th, 2018)

SUBSIDIARY GUARANTEE, dated as of July 5, 2018 (this Guarantee), made by the signatory 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 Purchasers) to that certain Securities Purchase Agreement, dated as of the date hereof, between Dolphin Entertainment, Inc., a Florida corporation (the Company) and the Purchaser.

Loton, Corp – Subsidiary Guarantee (July 3rd, 2018)

This SUBSIDIARY GUARANTEE, dated as of June 29, 2018 (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 Secured Parties defined below.

Amendment No. 3 to Credit Agreement and Amendment No. 1 to Security Agreement, Pledge Agreement and Subsidiary Guarantee (July 3rd, 2018)

CREDIT AGREEMENT, dated as of December 5, 2012 (this Agreement), among SIRIUS XM RADIO INC., a Delaware corporation (the Borrower; as hereinafter further defined), the Lenders party hereto from time to time, and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as collateral agent for the Secured Parties (as defined herein) (in such capacities, the Administrative Agent), and as an Issuing Bank.

Electric Vehicle Research Corp – Subsidiary Guarantee (June 6th, 2018)

SUBSIDIARY GUARANTEE, dated as of June 1, 2018 (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 Oncolix, Inc., a Florida corporation (the "Company"), and the Purchasers.

Xg Technology Inc – Subsidiary Guarantee (May 30th, 2018)

SUBSIDIARY GUARANTEE, dated as of May 29, 2018 (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 xG Technology, Inc., a Delaware corporation (the "Company") and the Purchasers.

Mantra Venture Group – Amendment No 1 to Security Agreement and Subsidiary Guarantee of Spectrum Global Solutions, Inc. (May 18th, 2018)

Amendment No 1 (this "Amendment"), dated as of May 18, 2018, by and among Dominion Capital LLC, a Delaware limited liability company (the "Lender"), Spectrum Global Solutions, Inc., a Nevada corporation (the "Borrower") and the subsidiaries of the Borrower party hereto (the "Subsidiary Guarantors" and, together with the Borrower, the "Debtors") to each of the Security Agreement, dated as of April 23, 2018 among the Lender, the Borrower the Subsidiary Guarantors and other subsidiaries and affiliates of the Borrower from time to time party thereto as guarantors (as modified to the date hereof, the "Security Agreement") and the Subsidiary Guarantee, dated as of April 23, 2018, among the Guarantors and the Lender (as modified to the date hereof, the "Guarantee" and, together with the Security Agreement, the "Agreements").

Digital Power Corporation – Subsidiary Guarantee (May 16th, 2018)

SUBSIDIARY GUARANTEE, dated as of May 15, 2018 (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 DPW Holdings, Inc., a Delaware corporation (the "Company") and the Purchasers (the "Purchase Agreement").

Digital Ally – Subsidiary Guarantee (April 4th, 2018)

SUBSIDIARY GUARANTEE, dated as of April 3, 2018 (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.

AP Gaming Holdco, Inc. – Subsidiary Guarantee (December 19th, 2017)
Envoy Group Corp. – Subsidiary Guarantee (December 15th, 2017)

This SUBSIDIARY GUARANTEE, dated as of November [27], 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 "Secured Parties") to that certain Securities Purchase Agreement (the "Purchase Agreement"), dated as of the date hereof, among Envoy Group Corp., a Florida corporation(the "Company") and the Secured Parties.

Synthesis Energy Systems, Inc. – Subsidiary Guarantee (October 25th, 2017)

WHEREAS, pursuant to that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the "Purchase Agreement"), the Company has agreed to sell and issue to the Purchasers, and the Purchasers have agreed to purchase from the Company the Debentures, subject to the terms and conditions set forth therein; and

Cvsl Inc. – Subsidiary Guarantee (October 24th, 2017)

This SUBSIDIARY GUARANTEE, dated as of October 19, 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 the Secured Parties defined below.

AP Gaming Holdco, Inc. – Subsidiary Guarantee (October 16th, 2017)

This SUBSIDIARY GUARANTEE dated and effective as of June 6, 2017 (as amended, restated, supplemented or otherwise modified from time to time, this Guaranty) by and among each Subsidiary listed on the signature page hereof and each other Subsidiary that becomes a party hereto after the date hereof (each a Subsidiary Guarantor and, collectively, the Subsidiary Guarantors) and JEFFERIES FINANCE LLC, as collateral agent (together with its successors and permitted assigns in such capacity, the Agent) for the Secured Parties (as defined below).

Page SECTION 4.06. Waiver of Stay, Extension or Usury Laws 23 SECTION 4.07. Change of Control 23 SECTION 4.08. Limitation on Liens 24 SECTION 4.09. Reports to Holders 25 SECTION 4.10. Additional Subsidiary Guarantees 25 ARTICLE FIVE SUCCESSOR CORPORATION SECTION 5.01. Consolidation, Merger and Sale of Assets 25 SECTION 5.02. Successor Corporation Substituted 26 ARTICLE SIX DEFAULT AND REMEDIES SECTION 6.01. Events of Default 26 SECTION 6.02. Acceleration 28 SECTION 6.03. Other Remedies 28 SECTION 6.04. Waiver of Past Defaults 28 SECTION 6.05. Control by Majority 29 SECTION 6.06. Limitation on (October 13th, 2017)

SECOND SUPPLEMENTAL INDENTURE dated as of October 13, 2017 (this Supplemental Indenture), among CoreCivic, Inc., a Maryland corporation (the Issuer), each of the Guarantors named herein, as Guarantors, and U.S. Bank National Association, existing under the laws of the United States of America, as Trustee (the Trustee).

Subsidiary Guarantee (October 11th, 2017)

SUBSIDIARY GUARANTEE, dated as of October 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 Rosetta Genomics Ltd., an Israeli corporation (the "Company") and the Purchasers.

Subsidiary Guarantee (September 25th, 2017)

SUBSIDIARY GUARANTEE, dated as of September 19, 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 Agreement"), dated as of the date hereof, by and between the Company and the investors signatory thereto.

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.