EXECUTION COPY
GUARANTY
THIS GUARANTY , made March 31, 2009 by BONDS.COM HOLDINGS,
INC. , a Delaware corporation with a principal place of
business located at 1515 South Federal Highway, Suite 212, Boca
Raton, Florida 33432 (the “ Guarantor
”), in favor of MBRO CAPITAL, LLC , a Connecticut
limited liability company with a principal place of business
located at 991 Ponus Ridge, New Canaan, Connecticut 06840 (the "
Lender ").
Recitals
A. The
Lender extended to Bonds.com Group, Inc., a Delaware corporation
(the " Borrower ") a $1,000,000 commercial term loan
facility (the " Loan ") pursuant to the terms of the
$1,000,000 Commercial Term Promissory Note of this date (the "
Note ") from the Borrower to the Lender and the Commercial
Term Loan Agreement of this date between the Borrower and the
Lender (the “ Loan Agreement ”) (the Note, the
Loan Agreement and all other documents executed in connection
therewith are collectively referred to as the “ Loan
Documents ”).
B. The
Guarantor is a wholly-owned subsidiary of the Borrower and will
receive direct financial benefit by reason of the Loan.
C. The
Lender has requested and the Guarantor has agreed to
unconditionally guaranty to the Lender the repayment and
performance of all indebtedness, liabilities and obligations of the
Borrower to the Lender including, but not limited to, the
liabilities and obligations arising under the Note and all other
Loan Documents executed in connection therewith.
Agreement
In consideration of the Recitals, which are
incorporated by reference and the representations, covenants and
warranties contained herein, the parties intending to be bound
legally, agree as follows:
1.
Guaranty . The Guarantor unconditionally
guaranties the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the
Borrower to the Lender whether now or hereafter existing including,
but not limited to, the obligations of the Borrower under the Note
and under any amendment, modification, renewal, extension,
substitution or replacement thereof or thereto, whether for
principal, interest, fees, expenses or otherwise and any and all
expenses incurred by the Lender in enforcing any rights under this
Guaranty (such obligations being referred to collectively as the "
Obligations ").
2.
Guaranty Absolute . (a) The Guarantor guaranties
that the Obligations will be paid strictly in accordance with the
terms of the Note 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 Lender with respect thereto. The
liability of the Guarantor under this Guaranty shall be absolute
and unconditional irrespective of:
(i)
any lack of validity or enforceability of the Note or any other
agreement or instrument relating thereto;
(ii)
any change in the time, manner or place of payment of, or in any
other term of, all or any of the Obligations, or any other
amendment or waiver of or any consent to departure from the
Note;
(iii) any
exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any
other guaranty, for all or any of the Obligations; or
(iv)
any other circumstances which might otherwise constitute a defense
available to, or a discharge of, the Borrower in respect of the
Obligations or the Guarantor in respect of this
Guaranty.
(b) This
Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Obligations
is rescinded or must otherwise be returned by the Lender upon the
insolvency, bankruptcy or reorganization of the Borrower or
otherwise, all as though such payment had not been made.
3.
Waiver . The Guarantor waives promptness,
diligence, notice of acceptance, notice of presentment, demand or
protest and any other notice with respect to any of the Obligations
and this Guaranty and any requirement that the Lender exhaust any
right or take any action against the Borrower or any other person
or entity or any collateral.
4.
Subrogation; Contribution . The Guarantor will
not exercise any rights which it may acquire by way of subrogation
under this Guaranty, by any payment made hereunder or otherwise,
until all the Obligations shall have been paid in
full. If any amount shall be paid by the Guarantor on
account of such subrogation rights or by way of contribution or
indemnification at any time when all the Obligations shall not have
been paid in full, such amount shall be held in trust for the
benefit of the Lender and shall forthwith be paid to the Lender to
be credited and applied upon the Obligations, whether matured or
unmatured, in accordance with the terms of the Note. If
the Guarantor shall make payment to the Lender of all or any part
of the Obligations and all the Obligations shall be paid in full,
the Lender will execute and deliver to the Guarantor appropriate
documents, without recourse and without representation or warranty,
necessary to evidence the transfer by subrogation to the Guarantor
of an interest in the Obligations resulting from such payment by
the Guarantor.
5.
Representations and Warranties . The Guarantor
represents and warrants to the Lender as follows:
(a) The
Guarantor is a corporation duly organized, validly existing and in
good standing under the laws of the state indicated at the
beginning of this Guaranty.
(b) The
Guarantor is qualified as a foreign corporation in each state in
which the character of its properties or the nature of its business
requires.
(c) The
execution, delivery and performance by the Guarantor of this
Guaranty has been duly authorized by all necessary corporate
actions and does not and will not:
(i) contravene
the Guarantor’s Certificate of Incorporation or
By-Laws;
(ii) violate
any provision of any law, rule, regulation, order, writ, judgment,
injunction, decree, determination or award presently in effect
having applicability to the Guarantor;
(iii) result
in a breach of or constitute a default under any indenture or loan
or credit agreement or any other material agreement, lease or
instrument to which the Guarantor is a party or by which it or its
respective properties may be bound or affected;
(iv) result
in, or require, the creation or imposition of any mortgage, deed of
trust, pledge, lien, security interest or other charge or
encumbrance of any nature (other than arising under any document
delivered to the Lender in connection herewith) upon or with
respect to any of the properties now owned or hereafter acquired by
the Guarantor; and the Guarantor is not in default under any such
law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award or any such indenture, agreement, lease or
instrument; or
(v) with
respect to the execution and delivery of this Guaranty, render the
Guarantor insolvent. For purposes hereof,
“insolvent” means the failure of the Guarantor to pay
its debts as they become due.