PERSONAL GURANTEE DISCLAIMER

PERSONAL GUARANTY OF PAYMENT

This Personal Guaranty of Payment (“Guaranty”) is by and between 174 Power Global Retail Texas, LLC d/b/a Chariot Energy (“Chariot Energy”), a Delaware limited liability company with its principal place of business located at 5051 Westheimer Road, Suite 1400, Houston, Texas 77056 and Guarantor”), an individual with a principal place of residence indicated in customer enrollment application. Chariot Energy and Guarantor may be referred to herein each, singularly, as a “Party” and, collectively, as the “Parties” to this Guaranty.

Whereas, Guarantor is an authorized representative of (“Customer”), with its principal place of business located at and with a federal tax identification number provided in the enrollment application.

Whereas, Customer wishes to receive retail electric service from Chariot Energy but does not satisfy Chariot Energy’s credit and deposit requirements;

Whereas, Guarantor wishes to personally guarantee payments owed by Customer to Chariot Energy under any and all agreements by and/or between Customer and Chariot Energy, whether now existing or which may in the future come into existence (each, singularly, an “Agreement” and, collectively, the “Agreements”); and

Now therefore, in consideration of the substantial direct and indirect benefits derived by Guarantor from the transactions contemplated by the Agreements, and in order to induce Chariot Energy to enter into the Agreements, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Guarantor, as principal obligor and not merely as surety, hereby absolutely, unconditionally, and irrevocably guarantees to Chariot Energy the payment of all obligations of Customer under the Agreements, plus any and all costs, expenses, and fees (including, without limitation, reasonable attorneys’ fees) in any way relating to the enforcement or protection of Chariot Energy’s rights under the Agreements (“Obligations”).
2. Guarantor agrees that, whenever Customer does not pay in-full the amounts due under an Agreement or the Agreements, Guarantor shall promptly satisfy Customer’s Obligations upon written demand made upon Guarantor by Chariot Energy at Guarantor’s address set forth above.
3. This guaranty is absolute and is a guaranty of payment, not of collection. Chariot Energy shall not be obligated to enforce or exhaust its remedies against Customer before proceeding to enforce this guaranty.
4. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the agreement(s) between Chariot Energy and Customer, regardless of any law, regulation, or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Chariot Energy with respect thereto. The obligations of the Guarantor under this Guaranty are independent of the Obligations, and a separate action or actions may be brought and prosecuted against Customer or any other guarantors, or Customer or any other guarantor may be joined in any such action or actions. The liability of the Guarantor under this Guaranty constitutes a primary obligation and not a contract of surety, and to the extent permitted by law, shall be irrevocable, continuing, absolute, and unconditional.
5. The Guarantor hereby irrevocably waives any defenses it may now or hereafter have in any way relating to any or all of the following:

Any lack of validity or enforceability of the Obligations or any agreement or instrument relating thereto; and

Any change in the time, manner, or place of payment of, or in any other term of any of the Obligations, or any other amendment or waiver of, or any consent to depart from, the agreements entered into by the parties, including, without limitation, any increase in the Obligations resulting from the extension of additional credit to the Customer or otherwise; and

Any taking, exchange, release, subordination, 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 Obligations; and

Promptness, diligence, notice of acceptance, and any other notice with respect to any of the Obligations and this Guaranty, and any requirement that Chariot Energy exhausts any right or take any action against Customer or any other person or entity or any collateral.  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 is knowingly made in contemplation of such benefits; and

The Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all presently existing and future Obligations; and

Any other circumstance (including, without limitation, any statute of limitations) or manner of administering the Obligations or any existence of or reliance on any representation by Chariot Energy that might vary the risk of the Guarantor or otherwise operate as a defense available to, or a legal or equitable discharge of, Customer or any other guarantor or surety.

Notwithstanding any provision herein contained to the contrary, the Guarantor’s liability with respect to the Obligations shall be limited to an amount not to exceed, as of any date of determination, the amount that could be claimed by Chariot Energy from the Guarantor without rendering such claim voidable or avoidable under Section 548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, or similar statute or common law.

6. 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 Obligations is rescinded or must otherwise be returned by Chariot Energy or any other entity upon the insolvency, bankruptcy, or reorganization of Customer or otherwise (and whether as a result of any demand, settlement, litigation, or otherwise), all as though such payment had not been made.
7. The Guarantor shall not exercise any rights that he may now or hereafter acquire against Customer or other guarantors (if any) that arise from the existence, payment, performance, or enforcement of such Guarantor’s obligations under this Guaranty, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification, whether or not such claim, remedy, or right arises in equity or under contract, statute, or common law, including, without limitation, the right to take or receive from Customer or any other guarantor, directly or indirectly, in cash or other property, or by set-off or in any other manner, payment or security solely on account of such claim, remedy, or right, unless and until all of the Obligations and all other amounts payable under this Guaranty shall have been indefeasibly paid in full. If any payment is made under this Guaranty by or on behalf of the Guarantor (including by way of exercise by Chariot Energy of any rights and remedies under this Guaranty), after full payment in cash of: (i) all of the Obligations and (ii) all other amounts payable to Chariot Energy under the Agreement(s), Chariot Energy will, at the request and expense of the Guarantor, execute and deliver to the Guarantor, without recourse or representation or warranty, all appropriate documents that are necessary to evidence transfer by subrogation to Guarantor of an interest in the Obligations resulting from such payment.
8. The Guarantor hereby subordinates any and all obligations owed to the Guarantor by Customer (the “Subordinated Obligations“) to the Obligations to the extent that the Obligations (including post-petition interest) are paid in full in any proceeding under the Bankruptcy Code or similar debtor relief laws or upon any default or event of default to Chariot Energy before the Guarantor receives any payment on account of the Subordinated Obligations.
9. Any sum paid to the Guarantor in violation of this Section 5 shall be held in trust for the benefit of Chariot Energy, segregated from other funds of the Guarantor, and promptly paid or delivered to Chariot Energy in the same form as so received to be credited against the Obligations. For the avoidance of doubt, the obligations under this Section 5 shall survive the Guarantor’s performance of its Obligations hereunder until satisfied in full in cash.
10. The Guarantor represents and warrants that the following are true and correct and that the Guarantor:
11. Is an adult individual and is sui juris;

Is not under any restraint and is not in any respect incompetent to enter into this Guaranty;

Does not, by the execution, delivery, and performance of this Guaranty, contravene or cause a default under (a) any contractual restriction binding on or affecting the Guarantor, (b) any court decree or order binding on or affecting the Guarantor, or (c) any Requirement of Law (as defined in the Agreement(s)) binding on or affecting the Guarantor; and

Has received and reviewed the Agreement(s).

The Guarantor covenants and agrees that, until such time as the Obligations shall have been paid in full, the Guarantor shall furnish or cause to be furnished to Chariot Energy: (a) copies of all income tax returns of the Guarantor and any requests for extensions of filing deadlines, within ten days of the filing of such returns or requests for extensions; and (b) such other financial and other information related to the Guarantor as Chariot Energy may from time to time reasonably request.

11. The Guarantor shall pay to Chariot Energy, on demand, the amount of any and all reasonable expenses, including, without limitation, attorneys’ fees, legal expenses, and brokers’ fees, which Chariot Energy may incur in connection with exercise or enforcement of any the rights, remedies, or powers of Chariot Energy hereunder or with respect to any or all of the Obligations.
12. No course of dealing by Chariot Energy and no failure by Chariot Energy to exercise, or delay by Chariot Energy in exercising, any right, remedy, or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, remedy, or power of Chariot Energy. No amendment, modification, or waiver of any provision of this Guaranty and no consent to any departure by the Guarantor therefrom, shall, in any event, be effective unless contained in a writing signed by Chariot Energy, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.  The rights, remedies, and powers of Chariot Energy, not only hereunder, but also under any instruments and agreements evidencing or securing the Obligations and under applicable law, are cumulative and may be exercised by Chariot Energy from time to time in such order as Chariot Energy may elect.
13. All notices or other communications given or made hereunder shall be in writing and shall be personally delivered or deemed delivered the first business day after being delivered by electronic means to the party to receive the same at its address set forth above or to such other address as either party shall hereafter give to the other by notice duly made under this Agreement.
14. This Guaranty shall (a) remain in full force and effect until payment and satisfaction in full of all of the Obligations; (b) be binding upon the Guarantor and its successors and permitted assigns; and (c) inure to the benefit of Chariot Energy and its successors and assigns. Upon the termination of the Agreement and payment in full of the Obligations: (a) this Guaranty shall automatically terminate; and (b) Chariot Energy will, upon the Guarantor’s request and at the Guarantor’s expense, execute and deliver to the Guarantor such documents as the Guarantor shall reasonably request to evidence such termination, all without any representation, warranty, or recourse whatsoever.
15. For all purposes of this Guaranty, the payment in full of the Obligations shall be conclusively deemed to have occurred when the Agreement has been terminated and the Obligations shall have been indefeasibly paid.
16. This Guaranty may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This Guaranty may be executed by facsimile signature and delivered by facsimile transmission.
17. This Guaranty and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Guaranty and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of Texas without regard to the conflict of laws principles thereof.
18. The Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever, whether in law or equity, or whether in contract or tort or otherwise, against Chariot Energy, in any way relating to this Guaranty or the transactions contemplated hereby, in any forum other than the courts of the State of Texas sitting in Harris County and of the United States District Court of the Fifth Circuit, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that any such action, litigation, or proceeding may be brought in any such Texas State court or, to the fullest extent permitted by applicable law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing herein or in the Agreement(s) shall affect any right that Chariot Energy may otherwise have to bring any action or proceeding relating to this Guaranty against the Guarantor or its properties in the courts of any jurisdiction.
19. The Guarantor irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court referred to herein. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
20. Each party hereto irrevocably consents to the service of process in the manner provided for notices herein and agrees that nothing herein will affect the right of any party hereto to serve process in any other manner permitted by applicable law.
21. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS GUARANTY OR THE AGREEMENT(S) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. EACH PARTY HERETO (A) CERTIFIES THAT NO AGENT, ATTORNEY, REPRESENTATIVE, OR ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF LITIGATION, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
22. This guaranty is irrevocable and continuing in nature and applies to all presently existing and future obligations, and Guarantor’s liability hereunder shall not be discharged or impaired by: (i) any amendment to any Agreement or Agreements; (ii) any bankruptcy, insolvency, reorganization, or other event of Customer that results in any payment of the obligations being voided, rescinded, or returned by Chariot Energy, in which case this guaranty shall be reinstated; or (iii) any circumstances whatsoever that constitute a defense or a legal or equitable discharge of a guarantor or surety, whether foreseen or unforeseen. Guarantor hereby unconditionally and irrevocably waives each and every such defense and any rights to revoke this guaranty.