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FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023
GUARANTER
FOR VALUE RECEIVED and in consideratlan of and in order to induce the
executlan of that certain Asset Purchase Agreement June 1, 2021 (the "Agreement") and the
Promissory N©te executed in connection therewith together with all anolilary documents executed
therewith (collectively the "Operative Documents") between RD Geronimo, Ltd, ("Seller") and
Property Analytlx, LLC d/b/s Archstone Group and Archstone Group NYC LLC
(collectively, "Buyer") for the sale of those assets of RD Oeronimo, Ltd, ("Assets") and other
good and valuable e©nsideratiom
1, The undersigned, jointly and severally (hereinafter sometimes collectively
ealled the "Guarantor"), acting as surety hereby absolutely and unconditlanally, for itself and its
legal representatives, successors and assigns, guarantees to Seller and to its legal representatives,
sueoessors and assigns, the prompt and full performance and observance by the Buyer and by its
legal representatives, suesessors and assign of Buyer's obligation to make payment in ace©rdance
with the terms of the Promissory Note and any charges accruing under the Operative Documents
(or damages in lieu thereof) and the performance of all other obligations of Buyer under the
Operative Documents, This guarantee is an absolute, continuing and unconditional guarantee of
payment (and not of colleetlan) and of performance. Notl©e of all defaults is waived and consent
is hereby given to all extensions of time that Seller may grant to Buyer in the performance of any
of the terms of the Operative Documents and/or to the waiving in whole or in part of any such
performance, and/or to the releasing of Buyer in whole or in part from any such performance,
and/or to the adjusting of any dispute in connection with the Operative Documents, and/or to the
assignment of the Operative Documents to any other entity; and no such defaults, extenslans,
waivers, releases, adjustments, or assignments, with or without the knowledge of the undersigned,
shall affect or discharge the liability of the undersigned; and the undersigned hereby waives any
and all right to a trial by jury in any action or proceeding to enfbree such liability hereaAer
instituted by Seller, or its successors or assigns, to whleh the undersigned may be a party, The
undersigned further agrees to pay all expenses, including legal fees and disbursements paid or
incurred by Seller in seeking to enfbree this guarantee,
2. This guarantee shall not be impaired by, and the undersigned hereby
consents to (1) any modifloation, supplement, extension or amendment of the Operative Documents
to whleh the parties thereto may hereafter agree and (11) any assignment of the Operative
Documents, The liability of the Ouarantor hereunder is direct, unconditional and co-extensive
with that of the Bayer primarily responsible party under each ofthe Operative Documents and may
be enforced without requiring Seller first to resort to any other right, remedy or security, The
enforceability of this guarantee shall not be affected by any bankruptcy proceeding or other
proceeding affecting the rights of oreditors of Buyer nor by discharge or modifloation of Buyer's
liability under the Operative Documents in any bankruptcy proceeding. An assignment of the
Operative Documents shall not release or relieve the undersigned from its liability hereunder, The
0uarantor shall have no right of subrogation, reimbursement or hidemnity whatsoever, nor any
right of recourse to security for the debts and obligations of Buyer to Seller, unless and until all of
said debts and obligations have been satisfied in full,
FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023
2
3.This guarantee is a continuing guarantee whloh shall remain effective during the
term of all or any portion of the Operative Documents and as to any surviving provisions that
remain eflbotive a8er the termination of the Operative Documents.
4, This guarantee shall be governed by and interpreted in accordance with the
laws of the State of New York, shall be deemed to have been made and performed in New York,
and shall be enforeeable in New York,
5, The 0uarantor hereby submits to the jurisdlotlen of the courts of the State
of New York and agrees that the sole and exclusive forum to adjudicate any disputes arising from
this guarantee is the Supreme Court of the State of New York located in the County of Buftbik.
Dated: June 30 2021
WCHAEL MLLER
Residing at 13914 Clayment Hill Drive
Cypress, Texas 77429
RO CE AS loN ROV£E¯S
Residing at 4658 W. Quaker Ridge Drive
Meridian, Idaho 83646
RYAN LYNN
Residing at
FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023
2
3.This guarantee is a continuing guarantee which shall remain effective the
during
term of all or any portion of the Operative Documents and as to any surviving provisions that
remain effective after the termination of the Operative Documents.
4. This guarantee shall be governed by and interpreted in accordance with the
laws of the State of New York, shall be deemed to have been made and perfonned in New York,
and shall be enforceable in New York.
S. The Guarantor submits to the jurisdiction of the courts of the
hereby State
of New York and agrees that the sole and exclusive forum to adjudicate disputes
any arising from
this guarantee is the Supreme Court of the State of New York located in the County of Suffolk.
Dated: June 30 2021
CHAEL MILL
siding at 13914 C1 mont Hill Drive
Cypress, Texas 77429
ROY CE ASHTON ROWLES
Residing at 4658 W. Quaker Ridge Drive
Meridian, Idaho 83646
Residing at
FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023
NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023
2
3.This guarantee is a continuing guarantee which shall remain effective during the
term of all or any portion of the Operative Documents and as to any surviving provisions that
remain effective after the termination of the Operative Documents.
4. This guarantee shall be governed by and interpreted in accordance with the
laws of the State of New York, shall be deemed to have been made and performed in New York,
and shall be enforceable in New York.
5, The Guarantor hereby submits to the jurisdiction of the courts of the State
of New York and agrees that the sole and exclusive forum to adjudicate any disputes from
arising
this guarantee is the Supreme Court of the State of New York located in the County of Suffolk.
Dated: June 30 2021
MICHAEL MILLER
Residing at 13914 Claymont Hill Drive
Cypress, Texas 77429
ROYCE ASHTON ROWLES
Residing at 4658 W. Quaker Ridge Drive
Meridian, Idaho 83646
RYAN LIN
Residing at 97 6 4 We s tvie w Drive
Houston, Texas 77055
Preview
FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023 GUARANTER FOR VALUE RECEIVED and in consideratlan of and in order to induce the executlan of that certain Asset Purchase Agreement June 1, 2021 (the "Agreement") and the Promissory N©te executed in connection therewith together with all anolilary documents executed therewith (collectively the "Operative Documents") between RD Geronimo, Ltd, ("Seller") and Property Analytlx, LLC d/b/s Archstone Group and Archstone Group NYC LLC (collectively, "Buyer") for the sale of those assets of RD Oeronimo, Ltd, ("Assets") and other good and valuable e©nsideratiom 1, The undersigned, jointly and severally (hereinafter sometimes collectively ealled the "Guarantor"), acting as surety hereby absolutely and unconditlanally, for itself and its legal representatives, successors and assigns, guarantees to Seller and to its legal representatives, sueoessors and assigns, the prompt and full performance and observance by the Buyer and by its legal representatives, suesessors and assign of Buyer's obligation to make payment in ace©rdance with the terms of the Promissory Note and any charges accruing under the Operative Documents (or damages in lieu thereof) and the performance of all other obligations of Buyer under the Operative Documents, This guarantee is an absolute, continuing and unconditional guarantee of payment (and not of colleetlan) and of performance. Notl©e of all defaults is waived and consent is hereby given to all extensions of time that Seller may grant to Buyer in the performance of any of the terms of the Operative Documents and/or to the waiving in whole or in part of any such performance, and/or to the releasing of Buyer in whole or in part from any such performance, and/or to the adjusting of any dispute in connection with the Operative Documents, and/or to the assignment of the Operative Documents to any other entity; and no such defaults, extenslans, waivers, releases, adjustments, or assignments, with or without the knowledge of the undersigned, shall affect or discharge the liability of the undersigned; and the undersigned hereby waives any and all right to a trial by jury in any action or proceeding to enfbree such liability hereaAer instituted by Seller, or its successors or assigns, to whleh the undersigned may be a party, The undersigned further agrees to pay all expenses, including legal fees and disbursements paid or incurred by Seller in seeking to enfbree this guarantee, 2. This guarantee shall not be impaired by, and the undersigned hereby consents to (1) any modifloation, supplement, extension or amendment of the Operative Documents to whleh the parties thereto may hereafter agree and (11) any assignment of the Operative Documents, The liability of the Ouarantor hereunder is direct, unconditional and co-extensive with that of the Bayer primarily responsible party under each ofthe Operative Documents and may be enforced without requiring Seller first to resort to any other right, remedy or security, The enforceability of this guarantee shall not be affected by any bankruptcy proceeding or other proceeding affecting the rights of oreditors of Buyer nor by discharge or modifloation of Buyer's liability under the Operative Documents in any bankruptcy proceeding. An assignment of the Operative Documents shall not release or relieve the undersigned from its liability hereunder, The 0uarantor shall have no right of subrogation, reimbursement or hidemnity whatsoever, nor any right of recourse to security for the debts and obligations of Buyer to Seller, unless and until all of said debts and obligations have been satisfied in full, FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023 2 3.This guarantee is a continuing guarantee whloh shall remain effective during the term of all or any portion of the Operative Documents and as to any surviving provisions that remain eflbotive a8er the termination of the Operative Documents. 4, This guarantee shall be governed by and interpreted in accordance with the laws of the State of New York, shall be deemed to have been made and performed in New York, and shall be enforeeable in New York, 5, The 0uarantor hereby submits to the jurisdlotlen of the courts of the State of New York and agrees that the sole and exclusive forum to adjudicate any disputes arising from this guarantee is the Supreme Court of the State of New York located in the County of Buftbik. Dated: June 30 2021 WCHAEL MLLER Residing at 13914 Clayment Hill Drive Cypress, Texas 77429 RO CE AS loN ROV£E¯S Residing at 4658 W. Quaker Ridge Drive Meridian, Idaho 83646 RYAN LYNN Residing at FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023 2 3.This guarantee is a continuing guarantee which shall remain effective the during term of all or any portion of the Operative Documents and as to any surviving provisions that remain effective after the termination of the Operative Documents. 4. This guarantee shall be governed by and interpreted in accordance with the laws of the State of New York, shall be deemed to have been made and perfonned in New York, and shall be enforceable in New York. S. The Guarantor submits to the jurisdiction of the courts of the hereby State of New York and agrees that the sole and exclusive forum to adjudicate disputes any arising from this guarantee is the Supreme Court of the State of New York located in the County of Suffolk. Dated: June 30 2021 CHAEL MILL siding at 13914 C1 mont Hill Drive Cypress, Texas 77429 ROY CE ASHTON ROWLES Residing at 4658 W. Quaker Ridge Drive Meridian, Idaho 83646 Residing at FILED: NASSAU COUNTY CLERK 10/23/2023 04:07 PM INDEX NO. 608383/2023 NYSCEF DOC. NO. 28 RECEIVED NYSCEF: 10/23/2023 2 3.This guarantee is a continuing guarantee which shall remain effective during the term of all or any portion of the Operative Documents and as to any surviving provisions that remain effective after the termination of the Operative Documents. 4. This guarantee shall be governed by and interpreted in accordance with the laws of the State of New York, shall be deemed to have been made and performed in New York, and shall be enforceable in New York. 5, The Guarantor hereby submits to the jurisdiction of the courts of the State of New York and agrees that the sole and exclusive forum to adjudicate any disputes from arising this guarantee is the Supreme Court of the State of New York located in the County of Suffolk. Dated: June 30 2021 MICHAEL MILLER Residing at 13914 Claymont Hill Drive Cypress, Texas 77429 ROYCE ASHTON ROWLES Residing at 4658 W. Quaker Ridge Drive Meridian, Idaho 83646 RYAN LIN Residing at 97 6 4 We s tvie w Drive Houston, Texas 77055