Common use of Personal Guaranty Clause in Contracts

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as THIS PERSONAL GUARANTY CREATES SPECIFIF LEGAL OBLIGATIONS. In consideration of Lessor entering into the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise lease agreement identified above (“Guaranteed AmountLease”), including but not limited tothe undersigned Personal Guarantor (hereinafter, all: processing fees; chargebacks; Card Brand fees“You”) unconditionally and irrevocable guarantees to Lessors, finesits successor and assigns, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result prompt payment and performance of a Security Breachall obligations of the Lessee identified in this Lease. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This You agree that this is a guaranty of payment and not of collection, and Autobooks may seek recourse that Lessor can proceed directly against you without first proceeding against the Lessee or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceagainst the equipment covered by the Lease. You waive all notices and defenses, acceptbased upon surety ship or impairment of collateral, or perfect Autobooks’s interest in any collateral (including but not limited to release of collateral or failure to perfect a security interest. You agreed that Lessor can renew, extend or otherwise modify the terms of the Lease and you will be bound by such changes. If the Lessee defaults under the Lease, you will immediately perform all obligations of the Lessee under the Lease, including, but not limited to, paying all amounts due under the Lease. You will pay to Lessor all expenses, INCLDUING ATTORNEYS FEES incurred in enforcing Lessor’s rights against you or the Lessee. This is a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall continuing guaranty that will not be discharged for or affected by your death and will bind your heirs and personal representatives. You waive any reason other rights to seek repayment from the Lessee in the event you much pay Lessor. If more than the final and full payment to Autobooks one guarantor has signed this Personal Guaranty, each of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and you agree that this guaranty shall be subject your liability is joint and several. You authorize Lessor or any of Lessor’s agents to the exclusive choice of law obtain credit bureau reports regarding you personal credit and venue requirements as those set forth in the Agreementto make other credit inquiries that Lessor determines are necessary. Guarantors waiveTHIS PERSONAL GUARANTY IS GOVERNED BY THE LAWS OF THE STATE OF CONNECTICUT. YOU CONSENT (AND THE LESSEE HAS CONSENTED) TO THE JURISDICTION OF ANY COURT LOCATED WITHIN CONNECTICUT, to the fullest extent possible under law, the defense of forum non conviensYOU EXPRESSLY WAIVE (AS HAS THE LESSEE) ANY RIGHT TO A TRIAL BY JURY. Guarantors agree that notice may be provided to each Personal Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by #1 Personal Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines #2 Personal Guarantor #3 Personal Guarantor #4 Name: ROBERT XXXXXXXX Xxxx: Name: Name: /s/ Robert Xxxxxxxx 0-00-09 (“User Guidelines”an individual) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Date (an individual) Date (an individual) Date (an individual) Date /s/ Jessica Xxxxxx 0-00-09 Witness Date TERMS AND CONDITIONS

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E D or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s ’ interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s ’ costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E D without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviensconveniens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. D. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E D of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E D or the Agreement.

Personal Guaranty. Unless User has obtained a written waiver signed If an individual agrees to personally guaranty the performance of all obligations of Merchant herein (“Guarantor(s)”), such Guarantor(s) agrees to the following: • Guarantor(s) shall be jointly and severally bound by Autobooks, Userthe terms of this Agreement to the same extent as Merchant; • Guarantor(s) unconditionally and irrevocably agrees to personally guarantee the continuing full and faithful performance and payment by Merchant of each and all of Merchant’s owners (shareholders, members, partners, duties and obligations to the Bank under this Agreement or independent contractors, as the case may be, any other agreement currently in effect or in the case future entered into between Merchant or its principals and the Bank, as such agreements now exist or are amended from time to time, with or without notice to Guarantor(s); • Guarantor(s) understands and agrees that the Bank may proceed directly against Guarantor(s) with or without first or contemporaneously proceeding against the Merchant or any other person to collect hereunder; • In the event that the Guarantor(s) has an Account with Bank or any of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”its affiliate(s), including but not limited toGuarantor(s) agrees that the Bank may automatically deduct amounts owing pursuant to this guaranty from such Account(s) in order to satisfy Guarantor(s) obligations hereunder, all: processing feeswithout notice and without filing any claim or legal action; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. • This is a continuing guaranty of payment and not of collectionbinding upon all heirs, administrators, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve accountrepresentatives of the Guarantor(s); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall will not be discharged for any reason other than or affected by the final and full payment to Autobooks release or discharge of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all Merchant or death of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, Guarantor(s); to the fullest extent possible permissible under applicable law, the defense Guarantor(s) hereby waives all rights of forum non conviens. Guarantors agree subrogation or indemnity that notice may be provided derived from Merchant. • If you voluntarily make a request to each Guarantor terminate the service, you are required to submit the request in writing to the Merchant Services Department or a designated Branch or Unit. Upon receipt of the termination request by personal delivery or sending such by nationally recognized overnight carrierthe Merchant Services Department, registered or certified mail, postage prepaid, to each Guarantorwe will commence the termination process in line with this Agreement’s address, which may be modified by Guarantor by sending written ninety (90) days’ notice to Autobooksarrangement. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision • Your merchant processor setup shall remain enforceable open and maintained in an ‘Inactive’ status for a period of one hundred and twenty (120) days from the last transaction to the fullest extent permitted by law and the validityensure that there are no Disputes arising. • All refundable fees will be withheld until all outstanding balances (if any), legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementsatisfied.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn addition to delivery of the Parent Guaranty, User’s owners on the Closing Date ArenaCo shall also deliver or cause to be delivered an unsecured, personal guaranty (shareholders, members, partners"Personal Guaranty") of Xxxxx Xxxxxx ("Personal Guarantor") guaranteeing the obligations that are to be personally guaranteed as expressly provided for in this Section 13.g.(ii)(b). The Personal Guaranty will provide that the Personal Guarantor will guaranty the following obligations ("Personal Guaranty Obligations"): (1) the Repayment Obligation set forth in Section 16.a.(ii); and (2) until the first to occur of (a) the termination or release of ArenaCo Parent's obligation under the Parent Guaranty to guaranty the payment obligations of ArenaCo to make the payments of the Annual Reimbursement Amount to the City and County pursuant to the Use Agreement, or independent contractors(b) the Public Financing has been fully repaid or defeased, or (c) expiration of the "Remedy Period" of the Personal Guaranty as hereinafter defined, if and to the extent a Payment Default exists as set forth in Section 13.g.(i) and (x) if ArenaCo fails to make any required payment of the Annual Reimbursement Amount as and when due and payable as provided herein and in the Use Agreement and subsequently fails to replenish the Reserve Account as required herein and in the Use Agreement, and (y) Parent Guarantor fails to satisfy its obligations to make the required payment of the Annual Reimbursement Amount and to replenish the Reserve Account under the Personal Guaranty, then Personal Guarantor (or, if applicable, Successor Personal Guarantor(s), as hereinafter defined) shall personally guarantee and make payment as and when they become due of the case difference between any such Annual Reimbursement Amounts and any sums paid to or received by the City and County in payment of any such Annual Reimbursement Amounts from any sources, including from any amounts remaining in the Reserve Account or sums or amounts thereafter deposited into the Reserve Account by ArenaCo or any Parent Guarantor. In connection with the Personal Guaranty, the Personal Guarantor or any Successor Personal Guarantor(s) shall provide certification from an independent certified public accountant that Personal Guarantor's or such Successor Personal Guarantor(s)' net worth is no less than $300 m illion (“Minimum Net Worth”). Such certification shall be made upon the reasonable request of the City and County, but in no event shall such certification be required to be made more frequently than annually. Any such certification shall be paid for as an operating expense of ArenaCo. If any such certification shows that the Personal Guarantor’s or any Successor Personal Guarantor(s)' net worth is less than the Minimum Net Worth, then the Personal Guarantor or such Successor Personal Guarantor(s) shall be required to provide a nonrecourse letter of credit for the benefit of the City and County in an amount equal to 2.0x the then current year’s Annual Reimbursement Amount until such time as such a certification is provided that shows that such Personal Guarantor's or successor owner(s)' Minimum Net Worth is no less than $300 Million. In approving any future sale, assignment or transfer of interest as provided in Section 23.(c)(ii) of this MOU, the City and County must be reasonably satisfied with a comparable Personal Guaranty from any successor majority or plurality owner(s) of any purchaser, assignee or transferee ("Successor Personal Guarantor(s)"). Notwithstanding anything to the contrary contained herein, the obligations of Personal Guarantor or any Successor Personal Guarantor under the Personal Guaranty will only require Personal Guarantor or any Successor Personal Guarantor to guaranty and make payment of any shortfall in any payments of Annual Reimbursement Amounts during the Remedy Period as provided above as and when such Annual Reimbursement Amounts would otherwise have become due absent a Payment Default as provided in this MOU. The obligations of Personal Guarantor or any Successor Personal Guarantor(s) under the Personal Guaranty will continue only for a period of up to five (5) years (the “Remedy Period”) from the date on which Personal Guarantor makes the first payment of the shortfall in any Annual Reimbursement Amount required under the Personal Guaranty, and will apply only to any shortfall in any Annual Reimbursement Amounts as and when the same would otherwise have become due during the Remedy Period as provided herein. During the Remedy Period, the City and County may, but shall not be obligated to, continue to pursue their remedies against ArenaCo and Parent Guarantor (and, if applicable, any Other ArenaCo Parent Entities) resulting from such Payment Default and default by any Parent Guarantor under the Parent Guaranty as provided for herein, and in the Use Agreement, the Parent Guaranty, and in any of the other Transaction Documents. Any payments made by Personal Guarantor or any Successor Personal Guarantor(s) under the Personal Guaranty provided for in this Section 13.g.(ii)(b) will be considered to be and will be treated as recoupable advances by Personal Guarantor or Successor Personal Guarantor(s), and will be added to and included in any claims made or remedies that may bebe sought by the City and County against or from ArenaCo, Parent Guarantor and, if applicable any Other ArenaCo Parent Entities. In the event the City and County recoup, receive or collect amounts, whether from ArenaCo, Parent Guarantor, any Other ArenaCo Parent Entity, the NBA Team, NHL Team, or in their respective successors, transferees, assigns, bankruptcy estates or trustees or administrators, sufficient to satisfy all damages incurred by the case City and County as the result of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of defaults plus all amounts due necessary to Autobooks from User, whether arising satisfy all the obligations of the City and County under this Exhibit E or otherwise the Public Financing (the “Guaranteed AmountRecoupment Amounts”), then, to the extent the City and County recoup amounts in excess of the Recoupment Amounts, the City and will repay and reimburse to Personal Guarantor or Successor Personal Guarantor(s), as applicable, any amounts so collected and received by the City and County, until such time as Personal Guarantor or any such Successor Personal Guarantor(s) have been reimbursed and repaid in full for any amounts previously paid and advanced to the City and County under the Personal Guaranty as provided for in this Section 13.g.(ii)(b), less all reasonable expenses incurred by the City and County in the recoupment of the Recoupment Amounts (including reasonable attorney’s fees). Notwithstanding the foregoing, it is expressly understood and agreed that any amounts paid and advanced to the City and County under the Personal Guaranty are recoupable by Personal Guarantor or any Successor Personal Guarantor(s) only if and to the extent that the City and/or County collect or receive payment or reimbursement of such amounts as provided herein, and the City and County will otherwise have no obligation to repay or reimburse any such payments or advances to Personal Guarantor or any Successor Personal Guarantor(s). In addition to and without limiting the foregoing, in the event of a sale of the NBA Team following a Payment Default by ArenaCo and the receipt by City and County of any proceeds from any such sale of the NBA Team as provided in Section 13.g (iii) below, if all of the obligations due to the City and County under the Public Financing have not been previously fully repaid or fully defeased, or are not fully repaid or fully defeased from any such proceeds received by the City and County, then until either 120 days following receipt by the City and County of the proceeds from the sale of the NBA Team as provided in Section 13.g (iii) below, or if the NBA Team is sold as provided in Section 13.g (iii) below but the City and County are not entitled to receive any proceeds from such sale, then 180 days following the date on which such sale of the NBA Team is completed, the City and County will have the right, but not the obligation, under the Use Agreement to "put" the Arena Facility, all the City's and County's rights in or to the Arena Tenant Improvements, the Project Site and all of the City's and County's rights under the Arena Use Agreement to Personal Guarantor or, if applicable, any Successor Personal Guarantor(s), and Personal Guarantor or such Successor Personal Guarantor(s) will have the obligation to purchase and acquire all of the same from the City and County, for a purchase price equal to (a) any then remaining unpaid or undefeased obligations of the Public Financing that have not been previously paid or defeased from all sources, including by application of any proceeds received or to be received by the City and County from or in connection with the exercise of any of their rights and remedies, including, but not limited to, all: processing fees; chargebacks; Card Brand feessuch a sale of the NBA Team, fines, penalties, plus (b) any legal fees and costs and City and County staff billable hours and costs actually paid or assessments; any governmental fees; fines; penalties; or assessments; or incurred by the City and County directly in connection with collecting any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, from Personal Guarantor or any portion thereofSuccessor Personal Guarantor(s) under the Personal Guaranty. In the event that the City and County do not exercise this put right within the applicable time period provided for above, which has not been paid by Autobooks then this put right and all obligations of Personal Guarantor and any Successor Personal Guarantor(s) relating to User. This is a guaranty this put right under the Personal Guaranty will terminate and be of payment and not of collection, and Autobooks may seek recourse no further force or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementeffect.

Personal Guaranty. Unless User has obtained If Applicant is an individual or sole proprietor, Applicant’s spouse, if any, must sign the Personal Guaranty. If Applicant is a written waiver signed by Autobookscorporation, Userpartnership or limited liability company, at least one of the Applicant’s owners principals (shareholders, partners or members) and the principal’s spouse, partnersif any, or independent contractorsmust sign the Personal Guaranty. Xxxxxxxxx affirmatively states that he/she is married to /is not married. Xxxxxxxxx affirmatively states that he/she is married to /is not married. In consideration of JSC Terminal, as LLC dba Midwest Terminal (the case may be"Lender") extending credit and/or providing other financial accommodation to the Applicant identified on the Credit Agreement/Application, or in hereto, (the case of ten or more such owners"Applicant"), User’s President, CEO, or other highest ranking officer) the undersigned (collectively “the "Guarantors”") jointly, severally, jointly and unconditionally guaranty to Autobooks severally hereby guarantee the full and prompt payment when due, and at all times thereafter, of any and all amounts due indebtedness of Applicant at any time and from time to Autobooks from Usertime, whether arising to JSC Terminal, LLC under this Exhibit E or otherwise the Credit Agreement/Application and Terms and Conditions and Security Agreement (“Guaranteed Amount”hereinafter referred to as "Indebtedness"); and the Guarantors further agree to pay all expenses, including but not limited toreasonable attorneys' fees and legal expenses, all: processing fees; chargebacks; Card Brand fees, fines, penalties, paid or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as incurred by the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest Lender in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting endeavoring to collect the amount by Indebtedness and in enforcing this Guaranty. The Guarantors authorize the Lender to obtain credit and financial information concerning him or her at any meanstime and from any source. Guarantor’s The liability shall be absolute of the Guarantors hereunder is direct and unconditional, and Lender shall have the right to proceed against the Guarantors immediately upon any default by the Applicant and shall not be discharged required to take any action or proceedings of any kind against the Applicant or any other party liable for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of Applicant's debts or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and obligations before proceeding against the Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementhereunder.

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, UserThe undersigned agree and acknowledge that he/she/they/it (“Guarantor”) are signing this Agreement in Guarantor’s owners (shareholders, members, partners, or independent contractorsindividual capacity, as well as in Guarantor’s capacity as a person authorized to execute this Agreement on behalf of the case may be, or in the case Buyer. Guarantor understands that Guarantor’s single signature below makes Guarantor personally responsible and liable for all of ten or more such owners, UserBuyer’s President, CEO, or present and future indebtedness to Arcadia and for all other highest ranking officer) (collectively “Guarantors”) jointly, severallyliabilities of Buyer to Arcadia. Guarantor jointly and severally personally guarantees performance of all obligations, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due indebtedness, of Buyer to Autobooks from UserArcadia including all renewals, whether arising under this Exhibit E modifications, and extensions of such obligations or otherwise indebtedness. Guarantor waives the benefit of any limitations affecting Guarantor’s liability hereunder or the enforcement thereof to the extent permitted by law. Without limiting the generality of the forgoing waiver, Guarantor’s personal guaranty shall not be deemed to be suspended, stayed, released, terminated, limited, or discharged by: (“Guaranteed Amount”)i) any modification, substitution, settlement, supplement, extension of time, or compromise with or granted to Buyer; (ii) any change in the relationship between Guarantor and Buyer, including the sale of any or all of Guarantor’s ownership interest in Buyer; (iii) the execution of any new or additional guarantees by Guarantor or by others; (iv) any change whatsoever in the business relationship between Arcadia and Buyer, including but not limited toto any change in payment or credit terms, all: processing fees; chargebacks; Card Brand fees, fines, penaltiesamount of credit, or assessmentsamount of service charges; (v) any governmental feestransfer by anyone of new or additional security for payment of Buyer’s indebtedness or performance of Buyer’s contractual obligations to Arcadia; fines; penalties; (vi) the bankruptcy of Buyer or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors an assignment for the full and immediate payment benefit of any Guaranteed Amount, or any portion thereof, which has not been paid creditors by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Buyer;

Personal Guaranty. Unless User has obtained a written waiver signed In consideration of extension of credit by AutobooksXxxxx Equipment Company, UserLLC and Xxxxx Financial Services, LLC (COLLECTIVELY, “Xxxxx”) to Applicant, the undersigned guarantor(s) (herein “Guarantor” whether one or more) hereby unconditionally guarantees, jointly and severally, punctual payment and performance, when due or on demand, of all Applicant’s owners obligations and liabilities, present and future of every kind or character, to Xxxxx including all collection costs, court costs and reasonable attorney’s fees. This Guaranty shall be continuing and unlimited. Xxxxx may exercise Xxxxx’x rights under this Guaranty without first taking any action against the Applicant. Guarantor shall be bound hereunder even if Applicant for any reason is not liable in law or equity to pay part or all of Applicant’s obligations to Xxxxx (shareholderse.g., membersif Applicant is incompetent, partnersdoes not have the capacity to create or be bound to pay such obligation, Applicant does not legally exist, or Applicant does not properly and lawfully authorize the creation of such obligation). Guarantor acknowledges that Guarantor will receive a direct and material benefit from the obligations of Applicant covered by the terms of this Guaranty. Xxxxx shall be entitled to enforce the obligations of this Guaranty against the Guarantor without regard to the filing of any bankruptcy or insolvency proceeding by Applicant. This Guaranty is independent contractors, as of the case obligations of any co-debtor and is not conditioned on the financial condition of the Applicant or any other event. Guarantor hereby authorizes Guarantor’s creditors and references to release to Xxxxx whatever information may be, or be contained in the case their files pertaining to personal and financial dealings with Guarantor and grants Xxxxx permission to complete any credit investigation of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”)Guarantor, including but not limited toto reports by a credit reporting agency or entity. Guarantor consents and waives notice of any modification, all: processing fees; chargebacks; Card Brand feesextension or renegotiation of any term or condition of the guaranteed debt (including interest rate and payment terms), fines, penalties, or assessments; and any governmental fees; fines; penalties; or assessments; settlement with the Applicant or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementco-debtor.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksThe undersigned (herein "Guarantors") hereby personally, User’s owners (shareholdersunconditionally and irrevocably guarantee to LANDLORD, membersits successors and assigns, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt complete performance of all of the terms and provisions of the foregoing Lease to be performed by TENANT including, without limitation, the payment of all amounts rent and other charges becoming due under the Lease. Guarantors hereby waive acceptance of this guaranty by LANDLORD, notice of default, and any and all defenses which would be available to Autobooks from Userguarantors. Guarantors agree that their liability hereunder is primary and not secondary, whether arising and that LANDLORD may proceed directly against Guarantors without first proceeding against TENANT or any collateral which may be given as security for the performance of TENANT's obligations under this Exhibit E the Lease. LANDLORD may, without in any way affecting the liability of Guarantors hereunder, release any collateral granted as security for the performance of TENANT's obligations under the Lease, release any party liable for the performance of TENANT's obligations under the Lease, take additional collateral or additional guaranties, or amend or modify the terms or provisions of the Lease. In the event LANDLORD sells, mortgages or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penaltiestransfers the property which is subject to the Lease, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s assigns LANDLORD's interest in any collateral (including but not limited the Lease to amounts in a reserve account); third party, such grantee, mortgagee or in any other respect exercise any diligence in collecting or attempting to collect assignee may enforce the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection LANDLORD's rights under this guaranty, including without limitation reasonable attorney’s fees and expensesthe same as though such party had been the original beneficiary hereof. This guaranty If there is freely and voluntarily givenmore than one Guarantor hereto, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty Guarantors' liability shall be subject to the exclusive choice of law joint and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementseveral.

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s 's owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s 's President, CEO, or other highest ranking officer) (collectively “"Guarantors”") jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E B or otherwise (“"Guaranteed Amount”"), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s ' interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s 's liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s 's jointly and severally agree to pay all of Autobooks’s ' costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s 's fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E B without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s 's address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. B. These User Guidelines (“"User Guidelines”) " are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s 's acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E B of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E B or the Agreement.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksAs consideration for the Seller extending credit to the Applicant, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”Guarantor(s), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as jointly and severally hereby personally guarantee the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amountobligation of the Applicant to the Seller. Therefore, or each Guarantor hereby agrees to pay the Seller on demand, without offset, any portion thereof, which has not been paid sum due to the Seller by Autobooks to Userthe Applicant. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree Guarantor further agrees to pay all c osts of Autobooks’s costs incurred in enforcement of or collection under this guaranty, c ollection including without limitation reasonable attorney’s fees fees. T his Guaranty shall be a c ontinuing and expensesirrevocable guaranty and indemnity for indebtedness of the Applicant. The Guarantor hereby agrees, to the extent permitted by law, to waive the Homestead exemption, notice of ac ceptance, notice of presentment, demand, non-payment, dishonor and protest, along with the right to require Seller to proceed against the Applicant. Furthermore, Guarantor consents to and waives notice of any modification, amendment or extension of the terms of the Agreement hereby guaranteed. Guarantor hereby authorizes Seller to obtain and use Consumer Reports from time to time on the Guarantor for the sole purpose of evaluating current and ongoing credit worthiness in connection with the extension of business credit. This guaranty is freely Personal Guaranty shall not to exceed five million dollars ($5,000,000) and voluntarily given, and Guarantors recognize that Autobooks would will remain in force for ten (10) years from date of last sale. Guarantor may revoke this Personal Guaranty only by providing Seller’s Credit Manager written notice via certified mail of i ts intent to revoke. Re vocation shall not enter into this Exhibit E without relieve Guarantor of obligations incurred prior to receipt of such guaranty. Guarantors understand and agree that this guaranty shall be notice subject to the exclusive choice of law and venue requirements as those limit set forth in the Agreementabove. Guarantors waiveSubsequent agreements and credit applications shall not serve to alter, to the fullest extent possible under law, the defense of forum non convienssupersede or otherwise modify this Personal Guaranty. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.Printed Name Social Security # Date Printed Name Social Security # Date

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E D or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E D without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. D. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E D of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E D or the Agreement. 1. Card Acceptance Guidelines (a) Communication with Cardholders. User should ensure that the Cardholder is easily able to understand that it is responsible for the transaction, including delivery of the goods or provision of the services that are the subject of the transaction, and for customer service and dispute resolution, all in accordance with the terms applicable to the transaction. User will prominently and clearly disclose to the Cardholder at all points of the interaction that it is the merchant, and User should provide the Cardholder its location (physical address) so that the Cardholder can easily distinguish User from any other supplier of products or services. User’s name and location, as disclosed to the Cardholder, must be the same as provided in authorization and clearing transaction messages. Except as expressly authorized by Autobooks or Bank, User may only accept Cards within the United States.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn order to induce AFI to enter into the foregoing Agreement, User’s owners each of the undersigned guarantors (shareholdersindividually) and collectively, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsGuarantor”) jointlyhereby jointly and severally unconditionally guarantees reimbursement to AFI, severallywhen due, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from Userindebtedness, whether arising of any kind whatsoever, presently existing and hereafter arising, of the Dealer under this Exhibit E such Agreement or otherwise (collectively, the “Guaranteed AmountObligations”)) (and its successors and assigns, including but not limited tocollectively, allthe “Dealer”) to AFI on the following terms and conditions: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of reimbursement for the full amount of the advance check to AFI if the dealer fails to honor the said above warranties. The Guarantor hereby expressly waives the following: notice of the incurring of indebtedness by any obligor; presentment and demand for payment, protest, notice of protest and notice of dishonor or non-payment of any instrument evidencing an Obligation; any right to require suit against the Dealer or any other party before enforcing this Guaranty; any right to have security applied before enforcing this Guaranty; notice of acceptance of this Guaranty; notice of any default hereunder or under any agreement evidencing any Obligation; all other notices and not demands otherwise required by law which the Guarantor may lawfully waive; and any right of collectionsubrogation, reimbursement, exoneration, contribution, indemnification, or participation in any claim or remedy of the Dealer against AFI or any collateral security that AFI now has or hereafter acquires, and Autobooks may seek recourse the Guarantor agrees that any such rights are expressly subordinate to the rights and remedies of the AFI until the Obligations are paid in full. The Guarantor hereby expressly agrees that AFI may, in its sole and absolute discretion, without notice to or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect further assent of the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected releasing, affecting or impaired. This personal guaranty will survive termination impairing the obligations and liabilities of this Exhibit E. These User Guidelines the Guarantor hereunder: (“User Guidelines”i) are provided to facilitate waive compliance with the Rules and with, or any default under, or grant any other Card Brand requirements indulgences with respect to the Card Processing Services and User’s acceptance to, any Obligation or any agreement or instrument securing any Obligation; (ii) modify, amend or change any provisions of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.any Obligation;

Personal Guaranty. Unless User has obtained FOR VALUE RECEIVED, and in consideration for, and as an inducement to _________________________, a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractorsCalifornia limited liability company, as Landlord, to enter into the case may beforegoing Office Lease dated _____________________ (the “Lease”), or in with _____________, as Tenant, the case of ten or more such ownersundersigned individual(s), User’s President________________, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, hereby absolutely and unconditionally guaranty guarantee to Autobooks Landlord, its successors and assigns, the prompt and full and prompt payment of all amounts due rent and all other payments to Autobooks from User, whether arising be made by Tenant under this Exhibit E Lease, and the full performance and observance by Tenant of all the other terms, covenants, conditions and agreements therein provided to be performed and observed by Tenant, for which the undersigned shall be jointly and severally liable with Tenant. The undersigned hereby waives any notice of nonpayment, nonperformance or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penaltiesnonobservance, or assessmentsproof of notice or demand. The undersigned agrees that in the event of default by Tenant under the Lease, Landlord may proceed against the undersigned before, after or simultaneously with proceeding against Tenant. This Guaranty shall not be terminated, affected, or impaired in any manner by reason of: (1) the assertion by Landlord against Tenant of any of the rights or remedies reserved to Landlord pursuant to the provisions of the Lease; (2) the commencement of summary or other proceedings against Tenant; (3) the failure of Landlord to enforce any governmental fees; fines; penaltiesof its rights against Tenant; or assessments; or any amounts due to third parties as (4) the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment granting by Landlord of any Guaranteed Amountextensions of time to Tenant. The undersigned further covenants and agrees that: (1) the undersigned shall be bound by all the provisions, terms, conditions, restrictions and limitations contained in the Lease which are to be observed or any portion thereofperformed by Tenant thereunder, which has not been paid by Autobooks to User. This is a guaranty of payment the same as if the undersigned were named therein as Tenant; and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability 2) this Guaranty shall be absolute and unconditional, unconditional and shall be in full force and effect with respect to any amendment, addition, assignment, sublease transfer or other modification of the Lease, whether or not the undersigned shall have knowledge or have been notified of or agreed or consented thereto. If Landlord at any time is compelled to take action, by legal proceedings or otherwise, to enforce or compel compliance with the terms of this Guaranty, the undersigned shall, in addition to any other rights or remedies to which Landlord may be discharged entitled hereunder or as a matter of law or in equity, pay to Landlord all costs, including reasonable attorneys’ fees, incurred or expended by Landlord in connection therewith. In the event the Lease is disaffirmed by a Trustee in Bankruptcy for any reason other than Tenant, the final undersigned agrees that it shall, at the election of Landlord, either assume the Lease and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay perform all of Autobooks’s costs incurred the covenants, terms and conditions of Tenant thereunder or enter into a new lease, which said new lease shall be in enforcement form and substance identical to the Lease. All duties and obligations of or collection under the undersigned pursuant to this guarantyGuaranty shall be binding upon the successors and assigns of the undersigned. For purposes of this Guaranty, including without limitation reasonable attorney’s fees the word “Tenant” shall include the successors and expensesassigns of the undersigned. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty Guaranty shall be subject to governed by and construed in accordance with the exclusive choice laws of law and venue requirements as those set forth in the AgreementState of California. Guarantors waiveThe undersigned further agrees that, to the fullest extent possible that Tenant makes a payment or payments to Landlord or Landlord receives any proceeds of collateral, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or otherwise is required to be repaid to Tenant, its estate, trustee, receiver or any other party, including, without limitation, under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such payment or repayment, the obligations of Tenant or part thereof which has been paid, reduced or satisfied by such amount shall be reinstated and continued in full force and effect as of the date such initial payment, reduction or satisfaction occurred. The undersigned shall defend and indemnify Landlord of and from any claim or loss under this paragraph including Landlord’s attorney and paralegal fees and expenses and other expenses in the defense of forum non conviensany such action or suit. Guarantors agree that notice may be provided to each Guarantor by personal delivery The undersigned waives and shall have no right of subrogation, indemnification, reimbursement or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements exoneration with respect to the Card Processing Services and User’s liabilities of Tenant under the Lease or any rights of contribution from any other guarantors of such liabilities. “Guarantor waives (i) notice of acceptance of Cards. These User Guidelines are incorporated into this guaranty and made part any and all notices and demands of Exhibit E every kind that may be required to be given by any statute or rule or law, (ii) presentment, demand, notice of dishonor, protest and all other notices whatsoever, (iii) any right to participate in any security now or later held by Landlord, (iv) any right to enforce remedies Tenant now has, or later may have, against Landlord, (v) diligence in collection or protection of or realization upon any obligation hereunder, or any security for or guaranty of any of the Agreement. Capitalized terms used but not defined here will have foregoing, and any and all formalities that otherwise might be legally required to charge Guarantor with liability, (vi) any right to require Landlord to proceed against Tenant or any other person at any time or to proceed against or exhaust any security held by Landlord at any time or to pursue any other remedy whatsoever at any time, (vii) the meanings ascribed to them in Exhibit E defense of any statute of limitations affecting the liability of Guarantor hereunder or the Agreementenforcement thereof, to the extent permitted by law, (viii) any duty of Landlord to advise Guarantor of any information known to Landlord regarding the financial condition of Tenant (it is agreed that Guarantor assumes the responsibility for being and keeping informed regarding such condition), (ix) Civil Code Sections 2800-2802, 2807, 2809, 2819, 2845, 2849, and 2850. The obligations of Guarantor hereunder are independent of the obligations of Tenant and, in the event of any default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether or not Tenant is joined therein or a separate action or actions are brought against Tenant." Dated: _______________________________, 200______. __________________________________________ Signature As a representative of the above referenced tenant, I/we have physically inspected the suite noted above and its improvements with a representative of 5435 Balboa, LLC. I/we accept the suite improvements as to compliance with all the requirements indicated in our lease, also including the following verified information below: Lease Commencement Date: Occupancy Date: Lease Rent Start Date*: Actual Rent Start*: Lease Expiration Date: Actual Expiration Date: Date Keys Delivered: Tenant currently has possession of the Premises and has their own keys. Items requiring attention: ________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________ ____________________________________________________________________________________________

Personal Guaranty. Unless User has obtained a written waiver signed This general, absolute, and unconditional Guaranty (“Guaranty” by Autobooksthe undersigned (collectively “Guarantor” or “my” or “I” or “me”) is for the benefit of TechStorm, User’s owners LLC. (shareholdersreferred to as “TechStorm”). For value received, membersand in consideration for the mutual undertakings contained in the Agreements, partnersexhibits, and all other related agreements entered into between Merchant and TechStorm or its parents, affiliates, successors, and assigns, I absolutely and unconditionally guarantee the full performance of all Merchant's obligations to TechStorm, together with all costs, expenses, and attorneys’ fees incurred by TechStorm, its parents, affiliates, successors, or independent contractorsassigns, as the case may bein connection with any action, inactions, or defaults of Merchant with respect to this Agreement or any other Agreement currently in effect or in the case of ten future entered into between Merchant or more such ownersits principals and TechStorm, User’s Presidentits parents, CEOaffiliates, successors, or other highest ranking officer) (collectively “Guarantors”) jointlyassigns. I waive any right to require TechStorm, severallyits parents, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from Useraffiliates, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penaltiessuccessors, or assessments; assigns, to proceed against other entities or Merchant. There are no conditions attached to the enforcement of this Guaranty. I authorize, TechStorm, its parents, affiliates or assigns to make from time to time any governmental fees; fines; penalties; personal credit or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full other inquiries and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guarantyprovide, including without limitation reasonable attorney’s fees and expensesat TechStorm's request, financial statements and/or tax returns. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and I agree that this guaranty Guaranty shall be subject to governed and construed in accordance with the exclusive choice State of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legalityTexas, and enforceability that the courts of the remaining provisions will not in any way Texas shall have and be affected or impairedvested with personal jurisdiction. This personal guaranty will survive The termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements Agreement or Guaranty shall not release me from liability with respect to any obligations incurred before the Card Processing Services effective date of termination. No termination of this Guaranty shall be effected by any change in my legal status or any change in the relationship between Merchant and User’s acceptance of Cardsme. These User Guidelines are incorporated into This Guaranty shall bind and made part of Exhibit E inure to the benefit of the Agreementpersonal representatives, parents, heirs, administrators, successors and assigns of Guarantor and TechStorm. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.AGREEDANDACCEPTED:

Personal Guaranty. Unless User has obtained In consideration of credit being extended by Christian County Limestone Company, L.L.C. d/b/a written waiver signed Pana Limestone Quarry Company (“Pana Limestone”) to the above-named Applicant for goods and/or services to be furnished by AutobooksPana Limestone, User’s owners (shareholderswhether Applicant is an individual, membersa sole proprietorship, partnersa partnership, or independent contractorsa limited liability company, as the case may be, or in the case of ten or more such owners, User’s President, CEO, a corporation or other highest ranking officerentity, the undersigned guarantor(s) (collectively individually and collectively, “GuarantorsGuarantor”): (1) agrees to be jointly, severally, and unconditionally guaranty to Autobooks individually liable for the full and prompt payment faithful payment, when due, of all amounts due to Autobooks accounts of Applicant for all purchases heretofore or hereafter made by Applicant from UserPana Limestone, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”)and of all amounts, late charges and collection costs, including but not limited toattorneys’ fees and court costs, all: processing feesdue from Applicant pursuant to the Credit Agreement in addition to all other sums due; chargebacks(2) grants Pana Limestone the right to obtain credit and financial information concerning Guarantor at any time and from all available sources; Card Brand fees(3) waives all notice of acceptance of this Guaranty, finesnotice of extension of credit to Applicant, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collectionpresentment, and Autobooks may seek recourse or receive demand for payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceon Applicant, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute protest and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion Guarantor of this guaranty is determined to be invalid, illegal, dishonor or unenforceable, such provision shall remain enforceable to the fullest extent permitted default by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected Applicant or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s any security held by extension of time of payment to Applicant, acceptance of Cards. These User Guidelines are incorporated into partial payment or partial compromise, all other notices to which Guarantor might otherwise be entitled and made part of Exhibit E demand for payment under this Guaranty; (4) waives any right to trial by jury in any civil action arising out of, or based upon, the Credit Agreement or this Guaranty; (5) agrees that the Credit Agreement and this Guaranty shall be governed by the laws of the Agreement. Capitalized terms used but not defined here State of Illinois and Guarantor voluntarily and freely submits to jurisdiction in Sangamon County, Illinois, if any dispute arises out of the course of business between Applicant, Guarantor and Pana Limestone; and (6) agrees that this is a continuing guaranty and will have the meanings ascribed to them remain in Exhibit E or the Agreementfull force and effect until revoked in writing by Guarantor and received and accepted by Pana Limestone at its Springfield, Illinois office.

Personal Guaranty. Unless User has obtained a written waiver signed by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise The undersigned (“Guaranteed AmountGuarantor”), including but not limited toin consideration for and as an inducement to Source One Personnel, all: processing fees; chargebacks; Card Brand feesInc. (“Source One”) to enter into a certain Promissory Note for the principal amount of $200,000 of even date herewith (“Note 3”) whereby Source One is Lender and Stratus Services Group, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due Inc. (“Stratus”) is Borrower and pursuant to third parties as the result terms of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for certain Modification of Forbearance Agreement of even date herewith between Source One and Stratus,(attached as Exhibit A”), that Guarantor does hereby absolutely and unconditionally personally guaranty to Source One, its successors and assigns, the full payment and immediate performance of Stratus of all the terms and conditions imposed upon Stratus in Note 3, together with the payment of $629,547 due by Stratus to Source One by June 30, 2002, pursuant to the terms of the Modification of Forbearance Agreement, constituting monies due and past due under Note 1 and Note 2 through June 30, 2002, along with the monies due under Note 3, totaling $829,547. Guarantor is not guarantying payment of any amount in excess of such $829,547 (the “Guaranteed AmountSum”), except for interest due under Note 3, costs of collection of Note 3 and costs of collection of this Guaranty, including attorneys fees. (Notes 1, 2 and 3 are referred to herein as the “Notes”). Except as set forth below, Guarantor hereby expressly waives any notice of nonpayment, nonperformance, nonobservance, or default, notice of protest and protest of the Note on the part of Stratus. Guarantor further covenants and agrees that this Guaranty shall remain and continue in full force and effect as to any portion thereoffurther modification of the Forbearance Agreement and during the extension of the term of the Forbearance Agreement. Guarantor agrees to pay all costs incurred by Source One in enforcing this Guaranty, which has including reasonable attorneys’ fees. In the event Guarantor fails to perform the obligations herein and to promptly comply with a demand by Source One for payment and performance of the Notes and the Guaranteed Sum, with such default continuing for a period of ten (10) days after written notice to Guarantor of such default, Source One shall immediately have all available rights and remedies in law and in equity against Guarantor. Guarantor acknowledges and agrees that this is not been paid by Autobooks to Usera Guaranty of Collection. This It is a guaranty primary obligation to Source One. Liability on this Guaranty shall not be conditional or contingent upon the pursuance by Source One or anyone else of payment and not of collectionwhatever remedies it may have against Stratus nor shall Source One be required to exhaust, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence way look for the security that Source One now has or that Source One may obtain or acquire in collecting or attempting to collect the amount by any meansfuture. Guarantor’s liability shall be absolute and unconditional, and Source One shall not be discharged for obligated or required to pursue any remedies it may have against Stratus, prior to pursuing any remedy against Guarantor. Not in limitation of the generality of the foregoing, the liability of Guarantor hereunder shall remain effective and enforceable even though Stratus’s liability under the Notes or Loan Documents may be unenforceable or even though recovery against Stratus may be barred by a statute of limitations, bankruptcy or otherwise. Guarantor waives any defense arising by reason other than of any cause whatsoever, of the final and full payment to Autobooks liability of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesStratus. This guaranty Guaranty shall continue in full force and effect, notwithstanding any insolvency or bankruptcy of Stratus. Guarantor acknowledges that the granting of the loan evidenced by Note 3 to Stratus will result in material benefits to Guarantor. Guarantor represents that the personal financial statement submitted to Source One, dated June 3, 2002 is freely true and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantyaccurate in all material respects. Guarantors understand and agree that this guaranty This Guaranty shall be subject interpreted according to the exclusive choice laws of law and venue requirements as those set forth in the AgreementState of New Jersey. Guarantors waive, Guarantor agrees to submit to the fullest extent possible under lawjurisdiction of the courts of Xxxxxx County, New Jersey to enforce the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion terms of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the AgreementGuaranty.

Personal Guaranty. Unless User has obtained a written waiver signed The Personal Guaranty of the Application and Agreement is an open, unlimited, and continuing guaranty, and Guarantor(s) agrees that CSCO extends any and all credit to Applicant now and in the future in material reliance on the Personal Guaranty. The Personal Guaranty will not be affected by Autobooksany settlement, User’s owners (shareholdersextension, membersmodification or amendment of the terms of any obligation of Applicant or any other guarantor. The Personal Guaranty will not be affected by the discharge, partnersdeath, dissolution, liquidation, or independent contractorsrelease of any obligation of Applicant or any guarantor. Notice of acceptance of the Personal Guaranty, notice of non-payment, notices of non-performance, notices of amount of indebtedness outstanding at any time, presentment, protest, demand, prosecution of collection, foreclosure and possessory remedies, the right to remove the action from the court originally acquiring jurisdiction, and all other rights to notices and actions by CSCO and any rights to extension, composition, or otherwise are hereby fully, unconditionally, and irrevocably waived by Guarantor(s). The Personal Guaranty binds and inures to the benefit of, as the case circumstances may berequire, not only the immediate parties hereto, but also their respective heirs, executors, administrators, personal representatives, successors in interest, and assigns. 8.1 GUARANTOR(S) AGREES THAT NO SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, LIQUIDATED, OR PUNITIVE DAMAGES OF ANY KIND ARE RECOVERABLE FROM CSCO AND THAT CSCO'S LIABILITY IS LIMITED AS SET FORTH IN SECTION 6 ABOVE. 8.2 No terms of the Personal Guaranty can be modified by any other agreement now or hereafter arising between CSCO and Applicant or Guarantor(s) unless the agreement expressly notes that it modifies the Personal Guaranty and the credit manager of CSCO expressly agrees in writing. To the extent of any conflict between the terms of the Personal Guaranty and those in Applicant's purchase order or other document with Applicant or Guarantor(s), whether now existing or arising in the future, the terms set forth herein take precedence over the conflicting terms and conditions. 8.3 In case of ten or more such ownersany default in payment owed pursuant to the Personal Guaranty, User’s President, CEO, or other highest ranking officerGuarantor(s) (collectively “Guarantors”) jointly, severally, shall pay CSCO's reasonable attorney fees and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”)costs, including but those arising on any appeal and whether or not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This an action is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty filed. 8.4 Guarantor(s) is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to all the exclusive choice terms and conditions of law and venue requirements dispute resolution applicable to Applicant as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the AgreementSection 7 above.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn addition to delivery of the Parent Guaranty, User’s owners on the Closing Date ArenaCo shall also deliver or cause to be delivered an unsecured, personal guaranty (shareholders, members, partners"Personal Guaranty") of Xxxxx Xxxxxx ("Personal Guarantor") guaranteeing the obligations that are to be personally guaranteed as expressly provided for in this Section 13.g.(ii)(b). The Personal Guaranty will provide that the Personal Guarantor will guaranty the following obligations ("Personal Guaranty Obligations"): (1) the Repayment Obligation set forth in Section 16.a.(ii); and (2) until the first to occur of (a) the termination or release of ArenaCo Parent's obligation under the Parent Guaranty to guaranty the payment obligations of ArenaCo to make the payments of the Annual Reimbursement Amount to the City and County pursuant to the Use Agreement, or independent contractors(b) the Public Financing has been fully repaid or defeased, or (c) expiration of the "Remedy Period" of the Personal Guaranty as hereinafter defined, if and to the extent a Payment Default exists as set forth in Section 13.g.(i) and (x) if ArenaCo fails to make any required payment of the Annual Reimbursement Amount as and when due and payable as provided herein and in the Use Agreement and subsequently fails to replenish the Reserve Account as required herein and in the Use Agreement, and (y) Parent Guarantor fails to satisfy its obligations to make the required payment of the Annual Reimbursement Amount and to replenish the Reserve Account under the Personal Guaranty, then Personal Guarantor (or, if applicable, Successor Personal Guarantor(s), as hereinafter defined) shall personally guarantee and make payment as and when they become due of the case difference between any such Annual Reimbursement Amounts and any sums paid to or received by the City and County in payment of any such Annual Reimbursement Amounts from any sources, including from any amounts remaining in the Reserve Account or sums or amounts thereafter deposited into the Reserve Account by ArenaCo or any Parent Guarantor. In connection with the Personal Guaranty, the Personal Guarantor or any Successor Personal Guarantor(s) shall provide certification from an independent certified public accountant that Personal Guarantor's or such Successor Personal Guarantor(s)' net worth is no less than $300 million (“Minimum Net Worth”). Such certification shall be made upon the reasonable request of the City and County, but in no event shall such certification be required to be made more frequently than annually. Any such certification shall be paid for as an operating expense of ArenaCo. If any such certification shows that the Personal Guarantor’s or any Successor Personal Guarantor(s)' net worth is less than the Minimum Net Worth, then the Personal Guarantor or such Successor Personal Guarantor(s) shall be required to provide a nonrecourse letter of credit for the benefit of the City and County in an amount equal to 2.0x the then current year’s Annual Reimbursement Amount until such time as such a certification is provided that shows that such Personal Guarantor's or successor owner(s)' Minimum Net Worth is no less than $300 Million. In approving any future sale, assignment or transfer of interest as provided in Section 23.(c)(ii) of this MOU, the City and County must be reasonably satisfied with a comparable Personal Guaranty from any successor majority or plurality owner(s) of any purchaser, assignee or transferee ("Successor Personal Guarantor(s)"). Notwithstanding anything to the contrary contained herein, the obligations of Personal Guarantor or any Successor Personal Guarantor under the Personal Guaranty will only require Personal Guarantor or any Successor Personal Guarantor to guaranty and make payment of any shortfall in any payments of Annual Reimbursement Amounts during the Remedy Period as provided above as and when such Annual Reimbursement Amounts would otherwise have become due absent a Payment Default as provided in this MOU. The obligations of Personal Guarantor or any Successor Personal Guarantor(s) under the Personal Guaranty will continue only for a period of up to five (5) years (the “Remedy Period”) from the date on which Personal Guarantor makes the first payment of the shortfall in any Annual Reimbursement Amount required under the Personal Guaranty, and will apply only to any shortfall in any Annual Reimbursement Amounts as and when the same would otherwise have become due during the Remedy Period as provided herein. During the Remedy Period, the City and County may, but shall not be obligated to, continue to pursue their remedies against ArenaCo and Parent Guarantor (and, if applicable, any Other ArenaCo Parent Entities) resulting from such Payment Default and default by any Parent Guarantor under the Parent Guaranty as provided for herein, and in the Use Agreement, the Parent Guaranty, and in any of the other Transaction Documents. Any payments made by Personal Guarantor or any Successor Personal Guarantor(s) under the Personal Guaranty provided for in this Section 13.g.(ii)(b) will be considered to be and will be treated as recoupable advances by Personal Guarantor or Successor Personal Guarantor(s), and will be added to and included in any claims made or remedies that may bebe sought by the City and County against or from ArenaCo, Parent Guarantor and, if applicable any Other ArenaCo Parent Entities. In the event the City and County recoup, receive or collect amounts, whether from ArenaCo, Parent Guarantor, any Other ArenaCo Parent Entity, the NBA Team, NHL Team, or in their respective successors, transferees, assigns, bankruptcy estates or trustees or administrators, sufficient to satisfy all damages incurred by the case City and County as the result of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of defaults plus all amounts due necessary to Autobooks from User, whether arising satisfy all the obligations of the City and County under this Exhibit E or otherwise the Public Financing (the “Guaranteed AmountRecoupment Amounts”), then, to the extent the City and County recoup amounts in excess of the Recoupment Amounts, the City and will repay and reimburse to Personal Guarantor or Successor Personal Guarantor(s), as applicable, any amounts so collected and received by the City and County, until such time as Personal Guarantor or any such Successor Personal Guarantor(s) have been reimbursed and repaid in full for any amounts previously paid and advanced to the City and County under the Personal Guaranty as provided for in this Section 13.g.(ii)(b), less all reasonable expenses incurred by the City and County in the recoupment of the Recoupment Amounts (including reasonable attorney’s fees). Notwithstanding the foregoing, it is expressly understood and agreed that any amounts paid and advanced to the City and County under the Personal Guaranty are recoupable by Personal Guarantor or any Successor Personal Guarantor(s) only if and to the extent that the City and/or County collect or receive payment or reimbursement of such amounts as provided herein, and the City and County will otherwise have no obligation to repay or reimburse any such payments or advances to Personal Guarantor or any Successor Personal Guarantor(s). In addition to and without limiting the foregoing, in the event of a sale of the NBA Team following a Payment Default by ArenaCo and the receipt by City and County of any proceeds from any such sale of the NBA Team as provided in Section 13.g (iii) below, if all of the obligations due to the City and County under the Public Financing have not been previously fully repaid or fully defeased, or are not fully repaid or fully defeased from any such proceeds received by the City and County, then until either 120 days following receipt by the City and County of the proceeds from the sale of the NBA Team as provided in Section 13.g (iii) below, or if the NBA Team is sold as provided in Section 13.g (iii) below but the City and County are not entitled to receive any proceeds from such sale, then 180 days following the date on which such sale of the NBA Team is completed, the City and County will have the right, but not the obligation, under the Use Agreement to "put" the Arena Facility, all the City's and County's rights in or to the Arena Tenant Improvements, the Project Site and all of the City's and County's rights under the Arena Use Agreement to Personal Guarantor or, if applicable, any Successor Personal Guarantor(s), and Personal Guarantor or such Successor Personal Guarantor(s) will have the obligation to purchase and acquire all of the same from the City and County, for a purchase price equal to (a) any then remaining unpaid or undefeased obligations of the Public Financing that have not been previously paid or defeased from all sources, including by application of any proceeds received or to be received by the City and County from or in connection with the exercise of any of their rights and remedies, including, but not limited to, all: processing fees; chargebacks; Card Brand feessuch a sale of the NBA Team, fines, penalties, plus (b) any legal fees and costs and City and County staff billable hours and costs actually paid or assessments; any governmental fees; fines; penalties; or assessments; or incurred by the City and County directly in connection with collecting any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, from Personal Guarantor or any portion thereofSuccessor Personal Guarantor(s) under the Personal Guaranty. In the event that the City and County do not exercise this put right within the applicable time period provided for above, which has not been paid by Autobooks then this put right and all obligations of Personal Guarantor and any Successor Personal Guarantor(s) relating to User. This is a guaranty this put right under the Personal Guaranty will terminate and be of payment and not of collection, and Autobooks may seek recourse no further force or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expenses. This guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementeffect.

Personal Guaranty. Unless User has obtained a written waiver signed Each Guarantor, solidarily, jointly and severally (if more than one), absolutely and unconditionally guarantee the prompt payment to Lender, including its successors and assignees, of any and all Obligations incurred by Autobooks, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or Borrower pursuant to the Agreement in the case event one of ten the following occurs: (i) Borrower interferes with Xxxxxx’s right to collect the amount due pursuant to this Agreement with the intent to disrupt the collection of such amount; or (ii) Borrower sets up one or more such ownersnew depositary accounts to receive payments from without the prior written consent of Lender (each of the foregoing (i) and (ii), User’s Presidenta Personal Guaranty Trigger Event” and the personal guaranty arising therefrom, CEOthe “Personal Guaranty”). Xxxxxx expressly acknowledges and agrees that except upon the occurrence of a Personal Guaranty Trigger Event, or other highest ranking officer(i) no Guarantor will be liable for any failure of Borrower to pay its Obligations pursuant to this Agreement and (collectively “Guarantors”ii) jointly, severally, and unconditionally guaranty no liability shall attach to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising any Guarantor under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as Agreement. Upon the result occurrence of a Security Breach. Autobooks shall have immediate recourse Personal Guaranty Trigger Event, each Guarantor further agrees to repay the Obligations on demand, without requiring Lender first to enforce payment against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to UserBorrower. This is a guaranty guarantee of payment and not of collection. This is an absolute, unconditional, primary, and Autobooks may seek recourse or receive payment from Guarantors prior tocontinuing obligation and will remain in full force and effect until the first to occur of the following: taking steps to collect Guaranteed Amounts from User; taking steps to enforce(a) all of the Obligations have been indefeasibly paid in full, acceptand Xxxxxx has terminated this Personal Guaranty, or perfect Autobooks’s interest in (b) 30 days after the date on which written notice of revocation is actually received and accepted by Lender. No revocation will affect: (i) the then existing liabilities of the revoking Guarantor under this Personal Guaranty; (ii) Obligations created, contracted, assumed, acquired or incurred prior to the effective date of such revocation; (iii) Obligations created, contracted, assumed, acquired or incurred after the effective date of such revocation pursuant to any collateral (including but not limited agreement entered into or commitment obtained prior to amounts in a reserve account)the effective date of such revocation; or (iv) any Obligations then or thereafter arising under the agreements or instruments then in effect and then evidencing the Obligations. Each Guarantor represents and warrants that (i) it is a legal resident of the United States of America and (ii) neither Borrower, nor itself individually as Guarantor, intends to file for reorganization or liquidation under the bankruptcy or reorganization laws of any other respect exercise any diligence in collecting jurisdiction within 6 months of the date hereof. Each Guarantor waives all notices to which the Guarantor might otherwise be entitled by law, and also waives all defenses, legal or attempting equitable, otherwise available to collect the amount by any meansGuarantor. Guarantor’s liability This Personal Guaranty shall be absolute and unconditionalconstrued in accordance with the laws of the Commonwealth of New York, and shall inure to the benefit of Lender, its successors and assigns. To the extent not be discharged for prohibited by applicable law, each of the undersigned Guarantors waives its right to a trial by jury of any reason other than the final and full payment to Autobooks claim or cause of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement action based upon, arising out of or collection under related to this guaranty, including without limitation reasonable attorney’s fees the Agreement and expensesall other documentation evidencing the Obligations, in any legal action or proceeding. This guaranty is freely and voluntarily givenSubject to Section 33 above, and Guarantors recognize that Autobooks would not enter into this Exhibit E without any such guaranty. Guarantors understand and agree that this guaranty claim or cause of action shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor tried by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementcourt sitting without a jury.

Personal Guaranty. Unless User has obtained a written waiver signed by AutobooksIn consideration for the extension of credit to the Applicant, User’s owners the undersigned (shareholders, members, partners, or independent contractors, as the case may be, or in the case of ten or more such owners, User’s President, CEO, or other highest ranking officer) (collectively “GuarantorsGuarantor”) jointly, severally, jointly and severally personally and unconditionally guaranty guarantees to Autobooks HVAC Distributors, Inc. (“HVAC”), for the full and benefit of HVAC, (i) the prompt payment when due (whether by acceleration or otherwise) of all amounts due owed by Applicant to Autobooks from UserHVAC in connection with the purchase of the Products, whether and (ii) all other obligations of Applicant arising under this Exhibit E or otherwise (“Guaranteed Amount”)in connection with the purchase of Products, including but not limited toto interest and attorneys’ fees. Each undersigned Guarantor’s liability under this Guaranty shall be several and not joint with any other guarantor. Guarantor hereby guarantees that the obligations of Applicant will be paid in accordance with HVAC’s Standard Terms and Conditions of Sale, all: processing fees; chargebacks; Card Brand feesMaster Dealer Agreement, finesand the terms of this Guaranty. This Guaranty is continuing and irrevocable, penaltiesand Guarantor hereby knowingly accepts the full range of risk encompassed within a contract of “continuing guaranty,” which risk includes the possibility that Applicant will contract additional indebtedness with HVAC for which Guarantor may be liable hereunder after Applicant’s financial condition or ability to pay its lawful debts when they fall due has deteriorated, whether or assessments; not Applicant has properly authorized incurring such additional indebtedness. Guarantor further acknowledges that (i) no oral representations, including any governmental fees; fines; penalties; representations to extend credit or assessments; provide other financial accommodations to Applicant, have been made to induce Guarantor to enter into this Guaranty, and (ii) any extension of credit to Applicant shall be governed solely by the provisions of the Agreement. The liability of Guarantor under this Guaranty shall be absolute and unconditional, in accordance with its terms, and shall remain in full force and effect until the payment in full of the obligations, and shall not be released, suspended, discharged, terminated or otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation, any waiver, indulgence, renewal, extension, amendment or modification of or addition, consent or supplement to or deletion from or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment other action or inaction under or in respect of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Useragreement between HVAC and Applicant. This Guaranty is a guaranty of payment and not of collection. HVAC shall be under no obligation to institute suit, exercise rights or remedies or take any other action against Applicant or any other person liable with respect to any of the guaranteed obligations or resort to any collateral security held by them to secure any of the guaranteed obligations as a condition precedent to any Guarantor being obligated to perform as agreed herein, and Autobooks Guarantor hereby waives to the full extent permitted by law any and all rights which it may seek recourse have by statute or receive otherwise which would require HVAC to do any of the foregoing. To the fullest extent permitted by applicable law, Guarantor hereby waives any rights to interpose any defense (other than the defense of payment from Guarantors prior to: taking steps in full of the obligations, to collect Guaranteed Amounts from User; taking steps to enforcethe extent of any such payment), acceptcounterclaim or offset of any nature and description which it may have or which may exist, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in failure of consideration, breach of warranty, fraud by Applicant, statute of frauds, bankruptcy, defenses and rights of a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute surety, infancy, statute of limitations, accord and unconditionalsatisfaction, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesusury. This guaranty Guaranty is freely and voluntarily given, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantysecured by the Products as collateral. Guarantors understand and agree that this guaranty shall be subject to the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooks. If any portion of this guaranty is determined to be invalid, illegal, or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with the Rules and other Card Brand requirements with respect to the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreement.GUARANTOR DATE: ADDITIONAL GUARANTOR DATE:

Personal Guaranty. Unless User has obtained a written waiver signed The undersigned, jointly and severally, in consideration of the monthly billing privileges requested by Autobooksthe Applicant, User’s owners (shareholders, members, partners, or independent contractors, as the case may be, or do hereby unconditionally guarantee and promise to pay any and all obligations of said Applicant which have in the case of ten past or more such owners, User’s President, CEO, may in the future be owing to the Seller on open-account or other highest ranking officer) (collectively “Guarantors”) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt payment of all amounts due to Autobooks from User, whether arising under this Exhibit E or otherwise (“Guaranteed Amount”), including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to User. This is a guaranty of payment and not of collection, and Autobooks may seek recourse or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforce, accept, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guarantyotherwise, including without limitation service charges. The undersigned agree to all the terms of the aforementioned Sales Agreement. The undersigned waive any right to require Seller to proceed against Applicant or pursue any other remedy and any statute of limitations pertaining hereto; and the undersigned further waive all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty and of the incurrence or modification of existing or additional indebtedness. No delay in the enforcement of this Guaranty shall affect the liability of any of the undersigned. In case Seller enforces the Guaranty, the undersigned, jointly and severally, shall pay Seller's reasonable attorney’s attorneys' and collection fees and expenses. This guaranty costs, whether or not any action is freely filed, including without limitation such fees and voluntarily givencosts related to collection, arbitration, trial and on any appeal, review, or reconsideration thereof, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guarantyfees and costs incurred after any award or judgment is entered. Guarantors understand The undersigned, jointly and severally, agree that this guaranty shall be subject to the exclusive choice of law same jurisdiction and venue requirements for any legal action on this Guaranty as those set forth agreed to by Applicant above in the Agreement. Guarantors waive, with seller having the sole right to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobookschoose among these jurisdictions and venues for any particular dispute. If any portion provision of this guaranty Guaranty is determined held to be invalid, illegal, illegal or unenforceable, such provision shall remain enforceable to the fullest extent permitted by law and the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. This personal guaranty will survive termination remainder of this Exhibit E. These User Guidelines (“User Guidelines”Guaranty will continue in full force and effect. Guarantor(s) are provided acknowledge(s) that said transaction is a commercial transaction and waives guarantor’s(s’) rights to facilitate compliance with the Rules notice and other Card Brand requirements hearing allowed by any state or federal law with respect to any prejudgment remedy which USESI may desire to use, and further waives all requirements of diligence, demand, presentment for payment, notice of nonpayment, protest and notice of protest, and notice of any renewals or extensions under the Card Processing Services and User’s acceptance of Cards. These User Guidelines are incorporated into and made part of Exhibit E of the Agreement. Capitalized terms used but not defined here will have the meanings ascribed to them in Exhibit E or the Agreementcredit agreement.

Personal Guaranty. Unless User has obtained In consideration of the extension of credit to ("Applicant"), the undersigned, jointly, severally and unconditionally guarantees and promises to pay all amounts now owing or which may hereinafter become owing by the Applicant to Opifex LLC ("Opifex"). It is understood and agreed that this is a written waiver signed by Autobookscontinuing guaranty and Opifex shall not be obligated to notify the undersigned of the dates or amounts of any such credit, User’s owners (shareholders, members, partners, or independent contractors, as that the case may be, or in the case undersigned waives demand and notice of ten or more such owners, User’s President, CEO, default and agrees that any extension of time or other highest ranking officerforbearance, which may be granted by Opifex shall not affect or alter Opifex's rights under this guaranty. The undersigned further waives: (a) notice of acceptance of this guaranty; (collectively “Guarantors”b) jointly, severally, and unconditionally guaranty to Autobooks the full and prompt any demand for payment under this guaranty; (c) benefit of all amounts due exemptions and homestead laws; (d) all set-offs and counterclaims; and (e) all other notices to Autobooks from User, whether arising under this Exhibit E which the undersigned might otherwise be entitled. The undersigned for themselves and the Applicant further agrees to pay a service charge to Opifex at the maximum rate allowed by the laws of the jurisdiction where the originating Opifex location(s) stated on the invoice(s) is located on all delinquent balance(s) as well as all costs and expenses Opifex incurs in connection with the collection of any delinquent balance or otherwise (“Guaranteed Amount”)any other default by the Applicant on any agreement or transaction the Applicant may enter into with Opifex, including but not limited to, all: processing fees; chargebacks; Card Brand fees, fines, penalties, or assessments; any governmental fees; fines; penalties; or assessments; or any amounts due to third parties as the result of a Security Breach. Autobooks shall have immediate recourse against the Guarantors for the full without limitation reasonable attorney's fees and immediate payment of any Guaranteed Amount, or any portion thereof, which has not been paid by Autobooks to Userall other fees arising from collection. This is a guaranty of payment and not of collectioncollection and the undersigned further waives any right to require that any action be brought against the Applicant or other person or to require that resort be had to any security. The undersigned's obligation shall remain effective and be enforceable regardless of any subsequent incorporation, and Autobooks may seek recourse reorganization, merger or receive payment from Guarantors prior to: taking steps to collect Guaranteed Amounts from User; taking steps to enforceconsolidation transfer or sale of the Applicant or any other change in the composition, acceptnature, personnel, or perfect Autobooks’s interest in any collateral (including but not limited to amounts in a reserve account); or in any other respect exercise any diligence in collecting or attempting to collect location of the amount by any means. Guarantor’s liability shall be absolute and unconditional, and shall not be discharged for any reason other than the final and full payment to Autobooks of all Guaranteed Amounts. Guarantor’s jointly and severally agree to pay all of Autobooks’s costs incurred in enforcement of or collection under this guaranty, including without limitation reasonable attorney’s fees and expensesApplicant. This guaranty is freely shall inure to the benefit of Opifex, its successors and voluntarily givenassigns and shall bind the heirs, executors, personal representatives, administrators, assignees, purchasers, and Guarantors recognize that Autobooks would not enter into this Exhibit E without such guaranty. Guarantors understand and agree that this guaranty shall be subject to other successors of the exclusive choice of law and venue requirements as those set forth in the Agreement. Guarantors waive, to the fullest extent possible under law, the defense of forum non conviens. Guarantors agree that notice may be provided to each Guarantor by personal delivery or sending such by nationally recognized overnight carrier, registered or certified mail, postage prepaid, to each Guarantor’s address, which may be modified by Guarantor by sending written notice to Autobooksundersigned. If any portion provision or part of this guaranty is determined to be invalidin conflict with any applicable statute or rule of law, illegalsuch provision, or unenforceablepart thereof, such provision as the case may be, shall remain enforceable be deemed null and void to the fullest extent permitted by law and the validitythat it may conflict therewith, legality, and enforceability of but without invalidating the remaining provisions will hereof or the remaining part of such provision. The undersigned hereby consent(s) to Opifex's use of a non-business consumer credit report on the undersigned in order to further evaluate the credit worthiness of the undersigned as principal(s), proprietor(s), and/or grantor(s) in connection with the extension of business credit as contemplated by this credit application. The undersigned hereby authorize(s) Opifex to obtain and utilize a consumer credit report on the undersigned from time to time in connection with the extension or continuation of the business credit represented by the credit application. The undersigned as (an) individual(s) hereby consent(s) to the use of such credit report consistent with the Federal Fair Credit Reporting Act as contained in 15 USC§ 1681 et seq. The undersigned's obligations hereunder may be canceled only by written notice delivered to Opifex by certified mail, with proof of delivery. Upon receipt by Opifex of such cancellation notice, the undersigned shall not be liable for any further extensions of credit to the Applicant; however, the undersigned shall continue to be liable for all indebtedness of Applicant incurred prior to the date of Opifex's receipt of the cancellation notice, together with all pre- and post- cancellation service charges, reasonable costs of collection, including attorney's fees, incurred in Opifex's efforts to collect any indebtedness incurred prior to the date of receipt of the cancellation notice. The undersigned agrees that any and all claims of the undersigned against the Applicant shall be subordinate and subject in right of payment to the prior payment in full of all indebtedness to Opifex by Applicant. In consideration of Opifex's extension of credit to Applicant, the undersigned hereby expressly waives any right of trial by jury in any way proceeding arising out of, or relating to, this guaranty, to the extent allowed by the laws of the State of Delaware. The undersigned further consents to jurisdiction and venue for any such action in Kent County, State of Delaware. The undersigned recognizes the obligation both of the Applicant and the undersigned to cause that portion of all payments received by Applicant which include payment to Applicant for the equipment and supplies furnished by Opifex pursuant to this agreement to be affected held in a separate account in trust for payment to Opifex. The undersigned agrees that the Applicant shall not use said payments for any other purpose until payment in full has been made to Opifex. The undersigned agrees to act as a fiduciary for payment to Opifex in exchange for the Applicant's ability to rent and/or purchase equipment and supplies on credit. The undersigned agrees that any failure to hold payments in trust for Opifex shall create a debt which is not dischargeable in bankruptcy and which shall be an exception to discharge pursuant to the terms of 11 U.S.C.§523(a)(4) and (6). The undersigned agrees to be bound, by the Online Rental Agreement Terms and Conditions [xxxxx://0xxxx00x-x000-00xx-x0xx-0xx00x000x00.xxxxxxxx.xxx/ugd/6bc5f2_1b966ff250c14b4590fe7c30cf1977c7.pdf], as amended from time to time (collectively the "Rental Agreement"). Such terms and conditions include, but are not limited to, indemnification and limitation of liability provisions that may affect the undersign's liability. The undersigned acknowledges that the Rental Agreement terms and conditions may change over time and agrees to be bound by such terms and conditions in use at the time of each rental or impairedsales transaction in the jurisdiction where the purchase or rental occurs. This personal guaranty will survive termination The terms and conditions of the Rental Agreement are incorporated herein by reference and constitute a part of this Exhibit E. These User Guidelines (“User Guidelines”) are provided to facilitate compliance with Credit Agreement and guaranty, regardless of whether the Rules and other Card Brand requirements with respect to Rental Agreement is executed by an authorized representative of Applicant or the Card Processing Services and User’s acceptance of Cardsundersigned. These User Guidelines are incorporated into and made part of Exhibit E A copy of the Agreementcurrent terms and conditions of the Rental Agreement is available upon request. Capitalized terms used but not defined here will have Individual Signature Date Signed Print Name of Individual Social Security Number Home Address City State ZIP ■ Witness Signature Date Print Name of Witness ■ Has Applicant or any of its owners, partners, officers, directors, or managing members, or any guarantor, ever been a debtor in a voluntary or an involuntary bankruptcy Yes D No filing, had a receiver appointed, or made an assignment for the meanings ascribed to them benefit of creditors? Has any of Applicant's owners, partners, officers, directors, or managing members ever been an owner, partner, officer, director, or managing member of any business Yes D No enterprise which was a debtor in Exhibit E a voluntary or an involuntary bankruptcy filing, had a receiver appointed, or made an assignment for the Agreement.benefit of creditors? ■