GUARANTY AGREEMENT
THIS GUARANTY AGREEMENT, dated as of June 28, 2005, by Xxxxxx Xxxxxxx
Promotions, Inc. a Delaware corporation ("CKP") and Ckrush Entertainment, Inc. a
Delaware corporation and wholly owned subsidiary of CKP ("Ckrush"), (CKP and
Ckrush are collectively referred to herein as the "Guarantor") in favor of
CORNELL CAPITAL PARTNERS, L.P., a Delaware limited partnership ("Cornell").
W I T N E S S E T H:
WHEREAS, Ckrush and Headliners Entertainment, Inc. ("Headliners") entered
into a Subscription Agreement dated as of the date hereof (the "Subscription
Agreement") in connection with an investment by Headliners in units of revenue
participation rights (the "Units") in connection with two motion pictures (the
"Pictures");
WHEREAS, Cornell has purchased, and Headliners has issued to Cornell, a
Convertible Debenture dated as of the date hereof with a principal amount of
$3,000,000 (the "Convertible Debenture"), the net proceeds of which will be used
by Headliners for its purchase of the Units;
WHEREAS, to induce Cornell to purchase the Convertible Debenture Cornell
and Headliners have entered into that certain Security Agreement, dated as of
the date hereof (the "Security Agreement") pursuant to which, among other
things, Headliners grants to Cornell a security interest in and to the Pledged
Property (as defined in the Security Agreement);
WHEREAS, to induce Cornell to purchase the Convertible Debenture Cornell
and Headliners have entered into that certain Amended Pledge and Escrow
Agreement, dated as of the date hereof (the "Pledge Agreement") pursuant to
which, among other things, Headliners pledged to Cornell the Pledged Shares (as
defined in the Pledge Agreement);
WHEREAS, to induce Cornell to purchase the Convertible Debenture and to
finance Headliners investment in the Picture, the Guarantor will guarantee the
repayment of the Convertible Debenture to Cornell.
WHEREAS, the Guarantor will benefit from Cornell's purchase of the
Convertible Debenture issued by Headliners through Headliners' investment in the
Units which will provide Ckrush with financing in connection with the Pictures;
and
NOW, THEREFORE, in consideration of the promises and the agreements herein
and in order to induce Cornell to purchase the Convertible Debenture, the
Guarantor hereby agrees with Cornell as follows:
Section 1. Definitions. All terms used in this Guaranty which are defined
in the Convertible Debenture and not otherwise defined herein shall have the
same meanings herein as set forth in the Convertible Debenture.
Section 2. Guaranty.
(a) Subject to the provisions of Section 2(c) below, the Guarantor
does hereby irrevocably, absolutely and unconditionally guaranty the prompt
payment by Headliners, as and when due and payable (whether maturity, required
payment, acceleration, demand or otherwise), of all of the obligations
(collectively, the "Obligations") from time to time owing by Headliners to
Cornell under the Convertible Debenture, whether for principal, Disbursements,
interest (including, without limitation, all interest that accrues after the
commencement of any insolvency proceeding with respect to Headliners, whether or
not a claim for post-filing interest is allowed in such proceeding), fees,
commissions, expense reimbursements, indemnifications or otherwise, and whether
accruing before or subsequent to the commencement of any insolvency proceeding
with respect to Headliners (notwithstanding the operation of the automatic stay
under Section 362(a) of the U.S. Bankruptcy Code), and the due performance and
observance by Headliners of its other Obligations now or hereafter existing in
respect of the Convertible Debenture (the "Guaranteed Obligations"),
(b) The Guarantor does hereby agrees to pay any and all expenses
(including counsel fees and expenses) incurred by Cornell in enforcing any
rights under this Guaranty. Without limiting the generality of the foregoing,
the Guarantor's liability shall extend to all amounts that constitute part of
the Guaranteed Obligations and would be owed by Headliners to Cornell under the
Convertible Debenture but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving Headliners or any Guarantor.
(c) Condition to Guaranty. Notwithstanding anything to the contrary
set forth in this Guaranty, Cornell shall have the absolute right to enforce
this Guaranty at any time commencing on the second anniversary of the date
hereof, but in no event prior to such date, provided however, that Cornell may
enforce this Guaranty earlier upon the occurrence of (i) a material breach under
the Limited Liability Company Agreements of TV The Movie Holdings, LLC or Beer
League Holdings, LLC which affects the rights or interests of Cornell, (ii) an
Event of Default under the Security Agreement dated the date hereof by and
between TV The Movie Holdings, LLC, Headliners, and the Other Investors (as
defined therein) ("TV The Movie Security Agreement") or the Security Agreement
dated the date hereof by and between Beer League Holdings, LLC, Headliners, and
the Other Investors (as defined therein) ("Beer League Security Agreement"),
(ii) a material breach by Ckrush under the Subscription Agreement which affects
the rights or interests of Headliners, or (iv) a material breach under the
Security Agreement dated the date hereof between Ckrush and Cornell ("Ckrush
Security Agreement"); provided, however, that upon the occurrence of any of the
items set forth in (i), (ii), (iii), or (iv) above, prior to any actions by
Cornell to enforce this Guaranty, Cornell shall provide the Guarantor with
written notice of such occurrence and an opportunity for the Guarantor to cure
any material breach or Event of Default, as applicable within ten (10) days from
its receipt of written notice
Section 3. Guaranty Absolute; Continuing Guaranty; Assignments.
(a) Subject to the conditions to this Guaranty set forth in Section
2(c) above, the Guarantor hereby guarantees that the Guaranteed Obligations will
be paid strictly in accordance with the terms of the Convertible Debenture,
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Cornell with respect
thereto. The Guarantor agrees that its guarantee constitutes a guaranty of
payment of the Obligations and not of collection and waives any right to require
that any resort be made by Cornell to any collateral. The Obligation of the
Guarantor under this Guaranty are independent of the Obligation under the
Convertible Debenture, and a separate action or actions may be brought and
prosecuted against the Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against Headliners or the Guarantor or whether
Headliners or the Guarantor is joined in any such action or actions. The
liability of the Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and the Guarantor hereby irrevocably waives
any defenses it may now or hereafter have in any way relating to, any or all of
the following:
(i) any lack of validity or enforceability of the Convertible
Debenture or any agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in
any other term in respect of, all or any of the Guaranteed Obligation, or any
other amendment or waiver of or any consent to departure from the Convertible
Debenture, provided, however, the Guarantor shall not be liable under this
Guarantee as a result of any increase in the Guaranteed Obligations resulting
from the extension of additional credit to Headliners or the Guarantor or
otherwise;
(iii) any taking, exchange, release or non-perfection of any
collateral, or any taking, release or amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
(iv) the existence of any claim, set-off, defense or other right
that the Guarantor may have against any Person, including, without limitation,
Cornell;
(v) any change, restructuring or termination of the corporate,
limited liability company or partnership structure or existence of Cornell; or
(vi) any other circumstance (including any statute of
limitations) or any existence of or reliance on any representation by Cornell
that might otherwise constitute a defense available to, or a discharge of,
Headliners or any Guarantor or surety.
(b) This Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment of any of the Guaranteed Obligation
is rescinded or must otherwise be returned by Cornell or any other Person upon
the insolvency, bankruptcy or reorganization of Headliners or otherwise, all as
though such payment had not been made.
(c) This Guaranty is a continuing guaranty and shall (i) remain in
full force and effect until the payment in full, whether in cash or securities,
as the case may be, of the Guaranteed Obligation and all other amounts payable
under this Guaranty, (ii) shall be binding upon the Guarantor, its successors
and assigns and (iii) inure to the benefit of and be enforceable by Cornell and
its successors, pledgees, transferees and assigns. Without limiting the
generality of the foregoing clause (iii), Cornell may pledge, assign or
otherwise transfer all or any portion of its rights under the Convertible
Debenture to any other Person, and such other Person shall thereupon become
vested with all the benefits in respect thereof granted to such Cornell herein
or otherwise, in each case as provided in the Convertible Debenture.
Section 4. Waivers. The Guarantor hereby waives, to the full extent
permitted by applicable law, (i) promptness and diligence; (ii) notice of
acceptance and notice of the incurrence of any Obligation by Headliners or the
Guarantor; (iii) notice of any actions taken by Cornell under the Convertible
Debenture or any other agreement or instrument related thereto; (iv) all other
notices, demands and protests, and all other formalities of every kind in
connection with the enforcement of the Obligation or of the Obligation of the
Guarantor hereunder, the omission of or delay in which, but for the provisions
of this Section 4, might constitute grounds for relieving the Guarantor of its
Obligation hereunder; (v) any right to compel or direct Cornell to seek payment
or recovery of any amounts owed under this Guaranty from any one particular fund
or source; (vi) any requirement that Cornell protect, secure, perfect or insure
any security interest or security interest or any property subject thereto or
exhaust any right or take any action against Headliners, any other Guarantor or
any other Person or any collateral; and (vii) any other defense available to the
Guarantor. The Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated herein and that the waiver
set forth in this Section 4 is knowingly made in contemplation of such benefits.
The Guarantor hereby waives any right to revoke this Guaranty, and acknowledges
that this Guaranty is continuing in nature and applies to all Guaranteed
Obligations, whether existing now or in the future.
Section 5. Subrogation.
(a) Until the final payment in cash and securities pursuant to the
terms of the Convertible Debenture and performance in full of all of the
Obligations, the Guarantor shall not exercise any rights against Headliners
arising as a result of payment by Headliners by way of subrogation,
reimbursement, restitution, contribution or otherwise, and will not prove any
claim in competition with Cornell in respect of any payment hereunder in any
insolvency proceedings; the Guarantor will not claim any set-off, recoupment or
counterclaim against Headliners or any other Guarantor in respect of any
liability of the Guarantor to Headliners; and the Guarantor and Headliners
waives any benefit of and any right to participate in any collateral security
which may be held by Cornell. Following the final payment in cash and securities
pursuant to the terms of the Convertible Debenture and performance in full of
all Obligations, the Guarantor shall be entitled to receive any and all amounts
of such Obligations paid from the Disbursements (as defined in the Convertible
Debenture) to Headliners and to exercise any of the Guarantor's other
subrogation rights at law with respect to the foregoing. The Guarantor hereby
agrees that, except with respect to Disbursements as set forth in the preceding
sentence, the rights to any payments to the Guarantor from Headliners shall at
all times be junior in right of payment and fully subordinated to Cornell of all
indebtedness now existing or hereafter arising, contingent or otherwise, of
Headliners to Cornell including, without limitation, obligations to pay (i)
principal, (ii) interest or premium, (iii) fees, (iv) costs, expenses and other
amounts related to any indemnity against loss, damage or liability, and (v) any
other monetary obligations.
(b) The payment of any amounts due with respect to any indebtedness of
Headliners or the Guarantor for money borrowed or credit received now or
hereafter owed to the Guarantor is hereby subordinated to the prior payment in
full of all of the Obligations. The Guarantor agrees that, after the occurrence
of any default in the payment or performance of any of the Obligations, the
Guarantor will not demand, xxx for or otherwise attempt to collect any such
indebtedness of Headliners to the Guarantor until all of the Obligations shall
have been paid in full. If, notwithstanding the foregoing sentence, the
Guarantor shall collect, enforce or receive any amounts in respect of such
indebtedness while any Obligations are still outstanding, such amounts shall be
collected, enforced and received by the Guarantor as trustee for Cornell and be
paid over to Cornell, on account of the Obligations without affecting in any
manner the liability of the Guarantor under the other provisions of this
Guaranty.
Section 6. Representations, Warranties and Covenants. The Guarantor hereby
represents and warrants as follows:
(a) The Guarantor (i) is a corporation or other entity, duly
organized, validly existing and in good standing under the laws of the state or
other applicable jurisdiction of its organization as set forth on the first page
hereof, (ii) has all requisite power and authority to conduct its business as
now conducted and as presently contemplated and to execute and deliver this
Guaranty and each other related document to which the Guarantor is a party, and
to consummate the transactions contemplated hereby and thereby and (iii) is duly
qualified to do business and is in good standing in each jurisdiction in which
the character of the properties owned or leased by it or in which the
transaction of its business makes such qualification necessary and where the
failure to be so qualified could reasonably be expected to have a material
adverse effect.
(b) The execution, delivery and performance by the Guarantor of this
Guaranty and each other related document to which the Guarantor is a party (i)
have been duly authorized by all necessary action, (ii) do not and will not
contravene its charter or by-laws, or any applicable law or regulation or any
contractual restriction binding on or otherwise affecting the Guarantor or its
properties, (iii) do not and will not result in or require the creation of any
lien (other than pursuant to the Convertible Debenture) upon or with respect to
any of its properties, and (iv) do not and will not result in any default,
noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of
any permit, license, authorization or approval applicable to it or its
operations or any of its properties.
(c) No authorization or approval or other action by, and no notice to
or filing with, any governmental agency is required in connection with the due
execution, delivery and performance by the Guarantor of this Guaranty or any of
the other related document to which the Guarantor is a party, except for the
filing of any UCC financing statement or such other registrations, filings or
recordings as may be necessary to perfect any lien purported to be created by
the Convertible Debenture or any related document to which the Guarantor is a
party, and any public filings with the Securities and Exchange Commission.
(d) Each of this Guaranty and the Convertible Debenture and related
documents to which the Guarantor is or will be a party, when delivered, will be,
a legal, valid and binding obligation of the Guarantor, enforceable against the
Guarantor in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws.
(e) There are no pending or written notices threatening any action,
suit or proceeding affecting the Guarantor before any court or other
governmental agency or any arbitrator that (x) if adversely determined could
reasonably be expected to have a material adverse effect, except as disclosed in
public filings with the Securities and Exchange Commission, or (y) relates to
this Guaranty, the Convertible Debenture or any of the related documents to
which the Guarantor is a party or any transaction contemplated hereby or thereby
and = as of the date hereof, the Guarantor does not hold any commercial tort
claims in respect of which a claim has been filed in a court of law or a written
notice by an attorney has been given to a potential defendant.
(f) The Guarantor (i) has read and understands the terms and
conditions of the Convertible Debenture and the other related documents to which
it is a party, and (ii) now has and will continue to have independent means of
obtaining information concerning the affairs, financial condition and business
of Headliners, and has no need of, or right to obtain from Cornell, any credit
or other information concerning the affairs, financial condition or business of
Headliners that may come under the control of Cornell.
Section 7. Right of Set-off. Upon the occurrence and during the continuance
of any Event of Default, Cornell may, and is hereby authorized to, at any time
and from time to time, without notice to the Guarantor (any such notice being
expressly waived by the Guarantor) and to the fullest extent permitted by law,
set-off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing
by Cornell to or for the credit or the account of the Guarantor against any and
all Obligations of the Guarantor now or hereafter existing under this Guaranty
or any other related document, irrespective of whether or not Cornell shall have
made any demand under this Guaranty or any other related document and although
such Obligation may be contingent or unmatured. Cornell agrees to notify the
Guarantor promptly after any such set-off and application made by Cornell,
provided that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of Cornell under this Section 7 are in
addition to other rights and remedies (including, without limitation, other
rights of set-off) which Cornell may have under this Guaranty or any other
related document in law or otherwise.
Section 8. Event of Default."Event of Default" shall mean: (a) any failure
by the Guarantor to pay any of the Guaranteed Obligations when due, subject to
the conditions of this Guaranty set forth in Section 2(c) above, (b) a material
breach by the Guarantor under this Agreement, (c) a material breach under the
Limited Liability Company Agreements of TV The Movie Holdings, LLC or Beer
League Holdings, LLC which affects the rights or interests of Cornell (d) a
material breach by Ckrush under the Subscription Agreement which affects the
rights or interests of Headliners (e) a material breach under the Ckrush
Security Agreement (f) a material breach under the Pledge and Escrow Agreement
dated the date hereof by and among Xxxxxx Xxxxxxx Promotions, Inc., Cornell, and
Xxxxx Xxxxxxxx, Esq. (g) the occurrence of an Event of Default (as defined in
the TV The Movie Security Agreement) under the TV The Movie Security Agreement,
(h) the occurrence of an Event of Default (as defined in the Beer League
Security Agreement) under the Beer League Security Agreement (i) the Guarantor
shall (i) fail to, be unable to or otherwise does not generally pay its debts as
they become due, (ii) conceal, remove or transfer any of its assets and
properties in violation or evasion of any bankruptcy, fraudulent conveyance or
similar applicable law, (iii) make an assignment for the benefit of its
creditors, (iv) petition or apply for or consent to the appointment of a
receiver, trustee, assignee, custodian, sequestrator, liquidator or similar
official for itself or any of its assets and properties, (v) commence a
voluntary case for relief as a debtor under the United States Bankruptcy Code,
(vi) file with or otherwise submit to any governmental authority any petition,
answer or other document seeking (A) reorganization, (B) an arrangement with
creditors or (C) to take advantage of any other present or future applicable law
respecting bankruptcy, reorganization, insolvency, readjustment of debts, relief
of debtors, dissolution or liquidation, (vii) be adjudicated bankrupt or
insolvent, or (viii) take any action for the purpose of effectuating, approving
or consenting to any of the other actions or events described in this
subsection; (j) any case, proceeding or other action shall be commenced against
the Guarantor for the purpose of effecting, or an order, judgment or decree
shall be entered by any court of competent jurisdiction approving (whether in
whole or in part), anything specified in subsection (j) of this Section, or any
receiver, trustee, assignee, custodian, sequestrator, liquidator or other
official shall be appointed with respect to the Guarantor or all or a
substantial part of the assets and properties of the Guarantor or any of its
respective principals or other affiliates; and (k) one or more final judgments
for the payment of money in excess of $100,000 shall be rendered against the
Guarantor and the same shall remain undischarged for a period of 30 days during
which levy and execution shall not be effectively stayed or contested in good
faith.
Section 9. Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed (by certified mail, postage
prepaid and return receipt requested), telecopied or delivered, if to each
Guarantor, to it at the address below its name on the signature page hereto, or
if to Cornell, to it at its address set forth in the Convertible Debenture; or
as to either such Person at such other address as shall be designated by such
Person in a written notice to such other Person complying as to delivery with
the terms of this Section 8. All such notices and other communications shall be
effective (i) if mailed, when received or three days after deposited in the
mail, whichever occurs first, (ii) if telecopied, when transmitted and
confirmation is received, or (iii) if delivered, upon delivery.
Section 10. THIS GUARANTY SHALL BE DEEMED TO BE MADE UNDER AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING
EFFECT TO THE PRINCIPALS OF CONFLICT OF LAWS THEREOF. EACH OF THE PARTIES
CONSENTS TO THE JURISDICTION OF THE U.S. DISTRICT COURT SITTING IN THE DISTRICT
OF THE STATE OF NEW JERSEY OR THE STATE COURTS OF THE STATE OF NEW JERSEY
SITTING IN XXXXXX COUNTY, NEW JERSEY IN CONNECTION WITH ANY DISPUTE ARISING
UNDER THIS DEBENTURE AND HEREBY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW,
ANY OBJECTION, INCLUDING ANY OBJECTION BASED ON FORUM NON CONVENIENS TO THE
BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS.
SECTION 11. WAIVER OF JURY TRIAL, ETC. THE GUARANTOR HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING
ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, WAIVER, CONSENT,
INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE
DELIVERED IN CONNECTION HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING
RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY, AND AGREES THAT ANY SUCH
ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY. THE GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR
ATTORNEY OF CORNELL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT CORNELL WOULD
NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR CORNELL ENTERING INTO THIS AGREEMENT.
Section 12. Taxes.
(a) All payments made by the Guarantor hereunder will be made without
setoff, counterclaim or other defense. All such payments will be made free and
clear of, and without deduction or withholding for, any present or future taxes,
levies, imposts, duties, fees, assessments or other charges of whatever nature
now or hereafter imposed by any jurisdiction or by any political subdivision or
taxing authority (collectively, "Taxes") thereof or therein with respect to such
payments (but excluding any Tax imposed on or measured by the net income or net
profits Cornell imposed on it pursuant to the laws of the jurisdiction in which
it is organized or the jurisdiction in which the principal office or applicable
lending office of Cornell is located). If the Guarantor shall be required to
deduct or to withhold any Taxes from or in respect of any amount payable
hereunder or under any related document,
(i) the Guarantor shall make such deduction or withholding,
(ii) the Guarantor shall pay the full amount deducted or withheld
to the relevant taxation authority in accordance with applicable law, and
(iii) as promptly as possible thereafter, the Guarantor shall
send Cornell an official receipt (or, if an official receipt is not available,
such other documentation as shall be satisfactory to Cornell, as the case may
be) evidencing payment of the amount or amounts so deducted or withheld.
(b) In addition, the Guarantor agrees to pay any present or future
taxes, charges or similar levies which arise from any payment made hereunder or
from the execution, delivery, performance, recordation or filing of, or
otherwise with respect to, this Agreement or any related document.
Section 13. Miscellaneous.
(a) The Guarantor will make each payment hereunder in lawful money of
the United States of America and in immediately available funds to Cornell, at
such address specified by Cornell from time to time by notice to the Guarantor.
(b) No amendment of any provision of this Guaranty shall be effective
unless it is in writing and signed by the Guarantor and Cornell, and no waiver
of any provision of this Guaranty, and no consent to any departure by the
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Guarantor and Cornell, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given.
(c) No failure on the part of Cornell to exercise, and no delay in
exercising, any right hereunder, under the Convertible Debenture, or under any
related document shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder, under the Convertible Debenture, or
under any other related document preclude any other or further exercise thereof
or the exercise of any other right. The rights and remedies of Cornell provided
herein, in the Convertible Debenture, and in the other related document are
cumulative and are in addition to, and not exclusive of, any rights or remedies
provided by law. The rights of Cornell under the Convertible Debenture against
any party thereto are not conditional or contingent on any attempt by Cornell to
exercise any of their rights under the Convertible Debenture or any other
related document against such party or against any other Person.
(d) Any provision of this Guaranty which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or thereof or affecting the validity or enforceability
of such provision in any other jurisdiction.
(e) This Guaranty shall (i) be binding on the Guarantor and its
successors and assigns, and (ii) inure, together with all rights and remedies of
Cornell hereunder, to the benefit of Cornell and their respective successors,
transferees and assigns. Without limiting the generality of clause (ii) of the
immediately preceding sentence, Cornell may assign or otherwise transfer its
rights under the Convertible Debenture to any other Person, and such other
Person shall thereupon become vested with all of the benefits in respect thereof
granted to Cornell herein or otherwise. None of the rights or Obligations of the
Guarantor hereunder may be assigned or otherwise transferred without the prior
written consent of Cornell.
(f) This Guaranty reflects the entire understanding of the
transactions contemplated hereby shall not be contradicted or qualified by any
other agreement, oral or written, before the date hereof.
(g) Section headings herein are included for convenience of reference
only and shall not constitute a part of this Agreement for any other purpose.
[signature page to follow]
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty Agreement to be
executed by an officer thereunto duly authorized, as of the date first above
written.
XXXXXX XXXXXXX PROMOTIONS, INC.
By: /s/ Xxx XxXxxxxxx
-----------------
Name: Xxx XxXxxxxxx
Title: Executive Vice President
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
CKRUSH ENTERTAINMENT, INC.
By: /s/ Xxx XxXxxxxxx
-----------------
Name: Xxx XxXxxxxxx
Title: Executive Vice President
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
CORNELL CAPITAL PARTNERS, L.P.
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
---------------
Name: Xxxx Xxxxxx
Title: Portfolio Manager
Address for Notices:
000 Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx Xxxx, XX 00000
