EXHIBIT
G
INDIVIDUAL
GUARANTEE
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To:
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The Purchasers
Identified on the Signature Pages of the Securities Purchase
Agreement Referred to Below
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In consideration of the terms and conditions
contained in this Agreement, and other good and consideration, the
receipt and sufficiency of which is hereby acknowledged, the
undersigned, intending to be legally bound, agrees as
follows:
1. The Guarantee . For valuable consideration, the undersigned
(the “Guarantor”) hereby unconditionally guarantees and
promises to pay promptly to the purchasers identified on the
signature pages to the Securities Purchase Agreement, dated as of
August 22, 2008 (the “Securities Purchase Agreement”),
among Adrenalina, a Nevada corporation (the “Borrower”)
and each such purchaser (each, including its successors and
assigns, a “Purchaser” and collectively, the
“Purchasers”), in lawful money of the United States,
any and all Indebtedness (as defined below) of Borrower to each
Purchaser when due, whether at stated maturity, upon acceleration
or otherwise, and at all times thereafter. The liability of
Guarantor is continuing and relates to any Indebtedness, including
that arising under successive transactions which shall either
continue the Indebtedness or from time to time renew it after it
has been satisfied. All payments made by Guarantor to or for the
account of any Purchaser hereunder shall be made by wire transfer
of immediately available funds to the account set forth on Schedule
1 to this Guarantee, or in such other manner as Purchasers shall
hereafter advise Guarantor.
2. Definitions.
(a) “Indebtedness” shall mean the
collective reference to all obligations and undertakings of the
Borrower of whatever nature, monetary or otherwise, under the
Debentures, the Securities Purchase Agreement, the Security
Agreement, the Warrants, the Registration Rights Agreements or any
other Transaction Document, together with all reasonable
attorneys’ fees, disbursements and all other costs and
expenses of collection incurred by the Purchasers in enforcing any
of such obligations or this Guarantee. For clarity, this Guarantee
shall not extend to the November Debentures or the February
Debentures of the Borrower.
(b) Capitalized terms used in this Guarantee
without definition have the meanings ascribed to them in the
Securities Purchase Agreement.
3. Obligations Independent . The obligations hereunder are independent of
the obligations of Borrower or any other guarantor, and a separate
action or actions may be brought and prosecuted against Guarantor
whether action is brought against Borrower or any other guarantor
or whether Borrower or any other guarantor be joined in any such
action or actions.
4. Rights of Purchasers . Guarantor authorizes Purchasers, without
notice or demand and without affecting its liability hereunder,
from time to time to:
(a) subject to the terms of the Transaction
Documents, renew, compromise, extend, accelerate, or otherwise
change the time for payment, or otherwise change the terms, of the
Indebtedness or any part thereof, including increase or decrease of
the rate of interest thereon, or otherwise change the terms of any
Transaction Document;
(b) subject to the terms of the Transaction
Documents, receive and hold security for the payment of this
Guarantee or any Indebtedness and exchange, enforce, waive,
release, fail to perfect, sell, or otherwise dispose of any such
security;
(c) subject to the terms of the Security
Agreements, apply such security and direct the order or manner of
sale thereof as Purchasers in their discretion may determine;
and
(d) release or substitute the Guarantor or any one
or more of any endorsers or other guarantors of any of the
Indebtedness.
All actions, notices, requests or demands that
Purchasers or any Purchaser may take or make pursuant to the
provisions of this Guarantee, shall be taken or made by and through
Enable Capital Management, LLC.
5. Guarantee to be Absolute . Guarantor agrees that until all the
Indebtedness has been indefeasibly paid in full and any commitments
of any Purchaser or facilities provided by any Purchaser with
respect to the Indebtedness have been terminated, Guarantor shall
not be released by or because of the taking, or failure to take,
any action that might in any manner or to any extent vary the risks
of Guarantor under this Guarantee or that, but for this paragraph,
might discharge or otherwise reduce, limit, or modify
Guarantor’s obligations under this Guarantee. Guarantor
waives and surrenders any defense to any liability under this
Guarantee based upon any such action, including but not limited to
any action of Purchasers described in the immediately preceding
paragraph of this Guarantee. It is the express intent of Guarantor
that Guarantor’s obligations under this Guarantee are and
shall be absolute and unconditional.
6. Guarantor’s Waivers of Certain Rights and
Certain Defenses .
Guarantor waives:
(a) any right to require Purchasers to proceed
against Borrower, proceed against or exhaust any security for the
Indebtedness, or pursue any other remedy in Purchaser’s power
whatsoever;
(b) any defense arising by reason of any disability
or other defense of Borrower, or the cessation from any cause
whatsoever of the liability of Borrower; and
(c) any defense based on any claim that
Guarantor’s obligations exceed or are more burdensome than
those of Borrower.
No provision or waiver in this Guarantee shall
be construed as limiting the generality of any other waiver
contained in this Guarantee.
7. Subordination and Subordination of
Subrogation . The
Guarantor hereby agrees and affirms that his Subordination
Agreement dated February 28, 2008 in favor of the Purchasers
thereunder, shall apply equally to the Obligations guaranteed under
this Guarantee. Until all the Indebtedness has been indefeasibly
paid in full and any commitments of any Purchaser or facilities
provided by any Purchaser with respect to the Indebtedness have
been terminated, even though the Indebtedness may be in excess of
Guarantor’s liability hereunder, Guarantor agrees to
subordinate to the rights of the Purchasers any right of
subrogation, reimbursement, indemnification, and contribution
(contractual, statutory, or otherwise) including, without
limitation, any claim or right of subrogation under the Bankruptcy
Code (Title 11, United States Code) or any successor statute,
arising from the existence or performance of this Guarantee, and
until such time, Guarantor agrees to subordinate to the rights of
the Purchasers any right to enforce any remedy that any Purchaser
now has or may hereafter have against Borrower, and agrees to
subordinate to the rights of the Purchasers any benefit of, and any
right to participate in, any security now or hereafter held by any
Purchaser. Such subordination of subrogation rights shall end at
such time as all Indebtedness has been indefeasibly paid in
full.
8. Waiver of Notices . Except as otherwise provided herein,
Guarantor waives all presentments, demands for performance, notices
of nonperformance, protests, notices of protest, notices of
dishonor, notices of intent to accelerate, notices of acceleration,
notices of any suit or any other action against Borrower or any
other person, any other notices to any party liable on any
Transaction Document (including Guarantor), notices of acceptance
of this Guarantee, notices of the existence, creation, or incurring
of new or additional Indebtedness to which this Guarantee applies
or any other Indebtedness of Borrower to any Purchaser, and notices
of any fact that might increase Guarantor’s risk.
9. Subordination . Any obligations of Borrower to Guarantor, now
or hereafter existing, including but not limited to any obligations
to Guarantor as subrogee of the Purchasers or resulting from
Guarantor’s performance under this Guarantee, are hereby
subordinated to the Indebtedness. Guarantor agrees that, if
Purchasers so request, Guarantor shall not demand, take, or receive
from Borrower, by setoff or in any other manner, payment of any
other obligations of Borrower to Guarantor until all the
Indebtedness has been indefeasibly paid in full and any commitments
of any Purchaser or facilities provided by any Purchaser with
respect to the Indebtedness have been terminated. If any payments
are received by Guarantor in violation of such waiver or agreement,
such payments shall be received by Guarantor as trustee for
Purchasers and shall be paid over to Purchasers on account of the
Indebtedness, but without reducing or affecting in any manner the
liability of Guarantor under the other provisions of this
Guarantee. Any security interest, lien, or other encumbrance that
Guarantor may now or hereafter have on any property of Borrower is
hereby subordinated to any security interest, lien, or other
encumbrance that Purchasers may have on any such
property.
10. Revocation of Guarantee .
(a) This Guarantee may be revoked at any time by
Guarantor in respect to future transactions, unless there is a
continuing consideration as to such transactions that Guarantor
does not renounce. Such revocation shall be effective upon actual
receipt by Purchasers, at the address shown below or at such other
address as may have been provided to Guarantor by Purchasers, of
written notice of revocation. Revocation shall not affect any of
Guarantor’s obligations or Purchaser’s rights with
respect to transactions committed or entered into prior to
Purchaser’s receipt of such notice, regardless of whether or
not the Indebtedness related to such transactions, before or after
revocation, has been incurred, renewed, compromised, extended,
accelerated, or otherwise changed as to any of its terms, including
time for payment or increase or decrease of the rate of interest
thereon, and regardless of any other act or omission of Purchasers
authorized hereunder.
