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Exhibit 10.2
GUARANTY
GUARANTY (the “Guaranty”), dated
as of August 9, 2007, by Rocketstream Holding Corporation, a Nevada
corporation, and RocketStream, Inc., a Georgia corporation, each
with an address of c/o Voyant International Corporation, 530 Lytton
Ave., 2nd Floor, Palo Alto, CA 94301 (each a
“Guarantor”, collectively, the
“Guarantors”), in favor of Congregation Ahavas Tzedokah
Vechesed Inc., with an office at 1347 42nd Street, Brooklyn, NY
11219-1406 (the “Secured Party”).
WHEREAS,
the Guarantors are subsidiaries or affiliates of Voyant
International Corporation (the “Borrower”); and
WHEREAS, in
accordance with a certain senior secured note, dated as of the date
hereof (the “Note”), executed by the Borrower, and
certain related agreements between the Borrower and the Secured
Party (collectively, as amended, restated, or extended from time to
time, the “Loan Documents”), the Secured Party has
agreed to loan to the Borrower up to Six Hundred Thousand Dollars
($600,000) (the “Loan”); and
WHEREAS,
the Secured Party’s willingness to extend the loan is
conditioned upon the Guarantors executing and delivering this
Guaranty; and
WHEREAS,
the aforesaid Loan will be beneficial to the Guarantors inasmuch as
the proceeds of the Loan to the Borrower will indirectly benefit
the Guarantors;
NOW,
THEREFORE, in order to induce the Secured Party to make the Loan to
the Borrower pursuant to the Loan Documents, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by each of the Guarantors, the Guarantors
hereby agree as follows:
1.
Guaranty
of Payment and Performance. The Guarantors hereby
jointly and severally guarantee to the Secured Party the full and
punctual payment when due (whether at maturity, by acceleration or
otherwise), and the performance, of all liabilities, agreements and
other obligations of the Borrower to the Secured Party, whether
direct or indirect, absolute or contingent, due or to become due,
secured or unsecured, now existing or hereafter arising or acquired
(whether by way of discount, letter of credit, lease, loan,
overdraft or otherwise), under the Loan Documents, including
without limitation all obligations under the Note (collectively,
the “Obligations”). This Guaranty is an absolute,
unconditional and continuing guaranty of the full and punctual
payment and performance of the Obligations and not of their
collectibility only and is in no way conditioned upon any
requirement that the Secured Party first attempt to collect any of
the Obligations from the Borrower or resort to any security or
other means of obtaining their payment. Should the Borrower
default in the payment or performance of any of the Obligations,
the obligations of each Guarantor hereunder shall become
immediately due and payable to the Secured Party, upon written
notice to each Guarantor by the Secured Party. Payments by
each Guarantor hereunder may be required by the Secured Party on
any number of occasions. The Obligations of the Guarantors
hereunder are secured by the Security Agreement, dated on or about
the date hereof, among the Borrower, the Secured Party and the
Guarantors.
2.
Guarantors’ Agreement to Pay. Each Guarantor
further agrees, as the principal obligor and not as a guarantor
only, to pay to the Secured Party, on demand, all reasonable costs
and expenses (including court costs and reasonable legal expenses)
incurred or expended by the Secured Party in connection with
enforcement of this Guaranty, together with interest on
amounts recoverable under this Guaranty from the time such amounts
become due under this Guaranty until payment, at the rate per annum
equal to the default rate set forth in the Note; provided that if
such interest exceeds the maximum amount permitted to be paid under
applicable law, then such interest shall be reduced to such maximum
permitted amount.
3.
Unlimited Guaranty. The liability of each Guarantor
hereunder shall be unlimited to the extent of the Obligations and
the other obligations of each Guarantor hereunder (including,
without limitation, under Section 2 above).
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4.
Waivers
by Guarantors; Secured Party’s Freedom to Act.
Each Guarantor agrees that the Obligations will be paid and
performed strictly in accordance with their respective terms
regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the
rights of the Secured Party with respect thereto. Each
Guarantor waives presentment, demand, protest, notice of
acceptance, notice of Obligations incurred and all other notices of
any kind, all defenses which may be available to Borrower by virtue
of any valuation, stay, moratorium law or other similar law now or
hereafter in effect, any right to require the marshalling of assets
of the Borrower, and all suretyship defenses generally. Without
limiting the generality of the foregoing, each Guarantor agrees to
the provisions of any instrument evidencing, securing or otherwise
executed in connection with any Obligation and agrees that the
obligations of each Guarantor hereunder shall not be released or
discharged, in whole or in part, or otherwise affected by
() the failure of the Secured Party to assert any claim or
demand or to enforce any right or remedy against the Borrower;
() any extensions or renewals of any Obligation; () any
rescissions, waivers, amendments or modifications of any of the
terms or provisions of any agreement evidencing, securing or
otherwise executed in connection with any Obligation (provided that
the obligations of each Guarantor hereunder shall be appropriately
modified to reflect any amendment or modification of the
Obligations); () the substitution or release of any entity
primarily or secondarily liable for any Obligation; () the
adequacy of any rights the Secured Party may have against any
collateral or other means of obtaining repayment of the
Obligations; () the impairment of any collateral securing the
Obligations, including without limitation the failure to perfect or
preserve any rights the Secured Party might have in such collateral
or the
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