EXHIBIT
10.3
PERSONAL GUARANTY
THIS GUARANTY (the
‘‘Guaranty’’) is made and entered into this
December 14, 2006, by XXXXXX XXXXXX as guarantor
(the ‘‘Guarantor’’), a California resident
with principal home address located at
,
in favor of ,
as beneficiary (the ‘‘Beneficiary’’) with
principal offices located at
with respect to the Bridge Loan (the
‘‘Loan’’) described herein, each
individually referred herein as a Party and collectively as the
Parties, with respect to the facts set forth
below.
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| A. |
Reference is made to the Loan by
(‘‘Lender’’)
in the principal amount of
($ .00),
dated as of December 14, 2006 entered into by TAG
ENTERTAINMENT CORP., (the
‘‘Company’’ or the ‘‘Parent
Borrower’’) and TAG ENTERTAINMENT USA (the
‘‘Subsidiary Borrower’’) in favor of the
Beneficiary; and |
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| B. |
The Loan shall be secured by:
(1) the Company’s accounts receivables and (2) the
Company’s contract rights and proceeds therefrom in an agreement
to be executed between Gaiam, Inc. and the Company or any affiliate of
the Company (collectively the
‘‘Collateral’’) and (3) all books,
instruments, certificates, records, ledger cards, files,
correspondence, customer lists and other documents, and all computer
software, computer printouts, tapes, disks and related data processing
software and similar items, in each case that at any time represent,
cover or otherwise evidence, or contain information relating to, any of
the Collateral or are otherwise necessary or helpful in the collection
thereof or realization thereupon, as collateral security for the due
and punctual payment and performance of all obligations and
liabilities, whether direct or indirect, absolute or contingent, due or
to become due, or now existing or hereafter incurred, arising under,
out of or in connection with the Note, the Purchase Agreement or any
other Loan Document (each of the foregoing obligations being
collectively referred to as the
‘‘Obligations’’). |
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| C. |
Beneficiary desires Guarantor to provide his
guarantee of the Obligations based on and incorporating all terms and
conditions contained in the Loan. Guarantor shall guarantee the prompt
payment of the Principal Balance plus any interest thereon accruing
from the Maturity Date in the event of a default in the payment of such
amounts, provided that this guarantee obligation shall only commence in
the event that the Company does not repay the Lender the Principal
Balance of the Loan plus interest thereon during a 30-day cure period
immediately following the Maturity
Date. |
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| D. |
Capitalized terms used and not otherwise
defined herein that are defined in the Purchase Agreement will have the
meanings given such terms in the Purchase Agreement. |
IN WITNESS
WHEREOF, the Parties hereto have caused their duly authorized
representatives to enter into this Agreement effective as of the date
set forth below.
Agreed & Accepted
By: Agreed
& Accepted
By:
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| Xxxxxx
Xxxxxx |
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| Signed |
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Signed |
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| Authorized
Name (Please print) |
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Authorized Name (Please
print) |
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