GUARANTEE
FROM: PRITHVI INFORMATION SOLUTIONS, LTD., a corporation incorporated pursuant
to the laws of the Commonwealth of Pennsylvania, USA (the "Guarantor”)
To: KYKO GLOBAL INE, 2 corporation incorporated pursuant to the laws of the
province of Ontarip, Canada (the “Trade Financier”)
WHEREAS: |
‘A. The Trade Financier has pfovided trade financing (the "Trade Financing Facility”) to the
parties set out in Schedule A attathed hereto (each, a “Debtor”) up to a maximum amount as
set out next to each Debtor’s nar, in exchange for which each Debtor will provide executed
invoices and acknowledgments in favour of the Trade Financier regarding the repayment of the
‘Trade Financing Facility (collectively, the “Invoices”); and
8. The Guarantor has agreed to guarantee the obligations of each Debtor to the Trade
Financier In respect of the paymehts of all amounts payable under the Trade Financing Facility
and the Invoices (collectively, the {Obligations and each, an “Obligation” by each Debtor;
NOW THEREFORE this Guarantde witnesses that in consideration of the covenants and
‘agreements herein contained and for other good and valuable consideration (the receipt and
oo sufficiency of which is hereby ackrppwledged), the Guarantor covenants and agrees as follows:
1.1 Guarantee, Subject to thd terms hereof, in consideration of the Trade Financier making
available the Trade Financing Facility to each Debtor, the Guarantor, absolutely, irrevocably and
unconditionally, guarantees and 4s| primary obligor and not merely as a surety, to the Trade
Financier the punctual and complete payment and satisfaction when due (whether at stated
‘maturity, by acceleration or otherpiise), and at all times thereafter, of each of the Obligations.
All amounts payable by the Guafentor hereundet will be paid to the Trade Financier at the
address of the Trade Financier in Section 1.8 below or as otherwise directed in writing by the
Trade Financier. Any amounts paypble by the Guarantor under this Guarantee which are not
paid forthwith upon demand therefor by the Trade Financier will bear interest from the date of
such demand at the rate or rates 4pplicable to the corresponding Obligations, and if no interest
rate Is applicable to a particular invoice, at a rate of five percent (5%) per month in respect of
the Obligations under such invol |
1.2 Demand. The Trade Finafcier shall be entitled to make demand upon the Guarantor
upon (i) a default in payment of|the Obligations by a Debtor, or (li) any belief by the Trade
Financier that the Obligations willlnot be paid by a Debtor when due, and upon such default or
belief the Trade Financier may treat all Obligations as immediately due and payable. The Trade
Financier is not required to exhaust its recourse against a Debtor or others or under any other
security or guarantee before bging entitled to! payment from the Guarantor under this
Guarantee, irrespective of any conflict, dispute or disagreement between the Trade Financier
and such Debtor or between such Debtor and the Guarantor.
lan i
i13
Benefit of the Guarantes,
on, the Guarantor and the Trade
permitted assigns. The Guarantor
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the occurrence of any other even|
repayment of the entire Obligatio
Continuing Guarantee, Ti
and independent obligations of tk
and/or the Invoices.
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Guarantee of all Moneys,
obtained or payable by a Debtor
Obligations notwithstanding any ir
such Debtor or of the directors, o
such Debtor may not be a legal e
or obtaining of such moneys or
Guarantor the Trade Financier or
Financier from the Guarantor as p
Financier forthwith after demand tt
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a Debtor in respect of the Olli
Stay of Acceleration. If a
reorganization of such Debtor or
such amounts otherwise subject
hereunder forthwith on demand by
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Waivers of Defences. The!
Financier’s rights under this Guarar
for additional or future exercise, b
full and irrevocable payment of
release or prejudice any of its
constitute a legal or equitable
‘equitable discharge or defence othe
the obligations of the Guarantor o'
known to the Guarantor orto the
(a)
(b)
()
(a)
any time, waiver, c
any assertion of, o}
remedy against a
Facility or Invoices
any _amplificatior
replacement of th
any other agreeme|
a Debtor, subject t
any failure of a Del
law, regulation or
2
his Guarantee will enure to the benefit of, and be binding
Inancier and their respective and applicable successors and
not assign this Guarantee, or any part hereof.
Obligations are primary, absolute, unconditional, separate
Guarantor, notwithstanding any settlement of account or
F thing, and shall remain in full force and effect until the
to the Trade Financier under the Trade Financing Facilty
‘All moneys and credits in fact borrowed or
im the Trade Financier, will be deemed to form part of the
pacity, disability or lack or limitation of status or power of
fs, employees, partners or agents of such Debtor, or that
/ oF any irregularity, defect or informality in the borrowing
ts. Any amount which may not be recoverable from the
the basis of a guarantee will be recoverable by the Trade
{cipal debtor in fespect thereof and will be paid to the Trade
erefor as herein provided.
leration of the time for payment of any amount payable by
ations is stayed upon the insolvency, bankruptey oF
‘moratorium affecting the payment of the Obligations, all
cceeration wi onetveess be payable by the Guarantor
the Trade Finantier.
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Guarantor’s obligations under this Guarantee and the Trade
3¢ shall not be affected or impaired or walved or precluded
any act, omission, circumstance, matter or thing (other than
Obligations) which, but for this provision, would reduce,
izations under [this Guarantee or which might otherwise
jrge or defence of a guarantor or any other legal or
se available to it, or otherwise discharge, impact or affect
he rights of the Trade Financier, including (whether or not
Financier):
position, forbearance or concession given to a Debtor;
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allure to assert, or delay in asserting, any right, power or
ebtor, in respect of any security for the Trade Financing
under this Guarantee;
amendment | {however fundamental}, variation or
provisions of any Trade Financing Faclty or Invoices or of
‘or security between the Trade Financier, the Guarantor or
brior notice to the either Guarantor;
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or or the =a to comply with any requirement of any
der;
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|{e) bankruptcy, the di
legal status or stri
(the Trade Financ
whole or in part)
otherwise of limited
{) any failure by the|
or substitute, or tp
Obligations.
1.8 — Communication.
the address or facsimile number:
Ito the Trade Financier:
If to the Guarantor:
‘Any communication so given will
the day of delivery if so delivered
provided that such day is @ busine!
4:30 p.m. (local time at the place d
have been given and to have beer
sent by mail will be deemed to hay
day following mailing, provided tt
and the Trade Financier may fro
numbers or email addresses for
provisions of this Section
lution, liquidation, reorganization or other alteration of the
ie of a Debtot or the Guarantor (as applicable);
Facility or any Invoice or any other document being in
legal, void, voidable, avoided, invalid, unenforceable or
fore and fessor
ade Financier to take, enforce, release, discharge, exchange
ealise the full value of, any security taken in respect of the
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\unication to be given in connection with this Guarantee,
riginating process, enforcement proceeding or other legal
I be effectively given if (i) delivered personally, (ii) sent by
ii) sent by facsimile transmission or e-mail, in each case to
lout below:
Finley Road |
Ainpton, ON, Canada, L6T 149
Sonal Thomas
1-416-907-3794
ail; sthomas@toronto-taw.com
1 NE 29th Pac
vue, Washneto
Guru Pandyar and Satish Vuppalapati
, Suite 110
mn, USA - 98007
ail: guru@prithvisolutions.com, satish@prithvisolutions.com
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deemed to have been given and to have been received on
F on the day of facsimile transmission or sending by email
day and the communication is so delivered or sent prior to
receipt). Otherwise, such communication will be deemed to
feceived on the|following business day. Any communication
been given and to have been received on the fifth business
‘no disruption of postal service is in effect. The Guarantor
ime to time change their respective addresses or facsimile
ice by giving notice to the other in accordance with the
1.9 Indemnity. The Guarantor hereby irrevocably, absolutely and unconditionally agrees, as
a primary obligation, to indemnify the Trade Financier from time to time on demand from and
against any loss, cost, damage, cl
result of any of the Obligations bai
for any reason whatsoever, wheti
loss being the amount which the
from a Debtor.
or liability suffered or incurred by the Trade Financier as a
1g oF becoming void, voidable, unenforceable or ineffective
i or not known| to the Trade Financier, the amount of such
fe Financier would otherwise have been entitled to recover1.10 Guarantors Covenants.
Financier under this Guarantee i
agreement.
111 Entire Agreement.
Guarantor and the Trade Financi
Guarantor and cancels and super
1.13 Applicable Law. This Gi
accordance with, and the respecti
the laws of the Province of Ontaf}
Guarantor irrevocably and exclusi
Time. Time is of the
performance of the obligations of
by the Trade Financier.
115
jurisdiction to be invalid, illegal or:
impair or affect the validity, legal
each provision is hereby declared t9
IN WITNESS WHEREOF the Guarai
J-\__ day of November, 2011.
Severability. If any provisip
Guarantor shall when requested by the Trade Financier, do
ids the exercise of any power, right or remedy of the Trade
iding, but not limited to, the execution of any document or
luarantee constitutes the entire agreement between the
‘with respect to the guarantee of the Obligations by the
any prior understandings and agreements between such
fe are no representations, warranties, terms, conditions,
ints, whether express, implied or statutory, between the
¢ of the Obligations by the Guarantor except as expressly
|. No amendment to this Guarantee will be valid or binding
executed by the Guarantor and the Trade Financier. No
of this Guarantee will be effective or binding unless made
porting to give the same and, unless otherwise provided in
ithe specific breach waived.
antee shall be construed, interpreted and enforced in
rights and obligations of the parties shall be governed by
\d and the federal laws of Canada applicable therein. The
attorns tothe courts of Ontario, Canada.
nce with respect to this Guarantee and the time for
Guarantor under this Guarantee may be strictly enforced
of this Guarantee is determined by a court of competent
inenforceable in any respect, such determination shall not
or enforceability of the remaining provisions hereof, and
€ separate, ible and distinct.
Jor has duly executed this Guarantee with effect as of the
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SIGNED, SEALED AND DELIVERED PRITHVI INFORMATION SOJAITIONS, LTD.
inthe presence of ‘
Wame: SRiwivas Sis 7 Name: G waar
Address: 419 Coe-u-@ tw Lo As S TEdey Title: AVP\pperations & Accounts
Hieoror Ome Two
(RK, (S22
4Debtor
Amount (USS)
‘Microsoft Corporation
'$2,000,000
Huawei do Brasil Telecomunica
$40,000,000