THIS GUARANTY (this Guaranty) is made as of April 7, 2020, by AVEPOINT PUBLIC SECTOR, INC., a Virginia corporation, and AVEPOINT HOLDINGS USA, LLC, a Virginia limited liability company (each, a Guarantor and, together, Guarantors), in favor of HSBC VENTURES USA INC. (Bank).
WHEREAS, pursuant to the terms of the Loan and Security Agreement, dated as of the date hereof, by and among AvePoint, Inc., a Delaware corporation (the Borrower), the Guarantors, and Bank (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement), Bank has agreed to extend a credit facility to Borrower (the Credit Facility), provided that each Guarantor guarantees Borrowers obligations relating to the Credit Facility as provided herein;
WHEREAS, each Guarantor is a wholly-owned subsidiary of Borrower; and
WHEREAS, each Guarantor, as a subsidiary of Borrower, will derive indirect benefits from Banks extension of the Credit Facility to Borrower under the Loan Agreement and is therefore willing to enter into and perform in accordance with this Guaranty.
EACH GUARANTOR THEREFORE GUARANTEES AND AGREES AS FOLLOWS:
1. Definitions and Terms.
(a) Definitions. For purposes of this Guaranty, the following terms shall have the following definitions:
Borrower shall include the named Borrower and any other Person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Loan Documents, including the trustee and the debtor-in-possession in any bankruptcy or similar proceeding involving the named Borrower.
(b) Other Terms. All other capitalized terms used herein without definition shall have the meanings assigned to them in the Loan Agreement.
2. Guaranty. Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees to Bank the due and punctual payment, performance and discharge (whether upon acceleration or otherwise in accordance with the terms thereof) of all Obligations. This guaranty of the Obligations includes in all cases all such Obligations which arise after the filing of a bankruptcy petition with respect to Borrower and all such Obligations which would become due but for the operation of (i) the automatic stay under Section 362(a) of the Bankruptcy Code, (ii) Section 502(b) of the Bankruptcy Code, or (iii) Section 506(b) of the Bankruptcy Code, including interest accruing under the Loan Documents after the filing of a Bankruptcy petition, whether or not allowed or allowable as a claim in the Bankruptcy proceeding. This Guaranty is a guaranty of prompt and punctual payment of the Obligations, whether at stated maturity, by acceleration or otherwise, and is not merely a guaranty of collection.