Exhibit 10.24


 


GUARANTY AGREEMENT (UNLIMITED)


 


Date: September 07, 2021


 


Guarantor (whether
one or more):SMG INDUSTRIES, INC., a Delaware corporation


 


Guarantor’s Mailing Address: 4090 North
US Highway 79, Palestine, Texas 75801-7065


 


		Borrower:	5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability
company, 5J SPECIALIZED LLC, a Texas limited liability company, 5J TRANSPORTATION, LLC, a Texas limited liability company, and 5J BROKERAGE,
LLC, a Texas limited liability company



 


Borrower’s Mailing Address: 4090 North US
Highway 79, Palestine, Texas 75801-7065


 


Lender: AMERISOURCE FUNDING, INC., A TEXAS
CORPORATION


 


Lender’s Mailing Address: 7225 Langtry
Street, Houston, Texas 77040


 


Guaranteed Indebtedness: Each and every obligation
of Borrower hereafter, herewith or heretofore created for the benefit of Lender, including, but not limited to the debt evidenced by the
note of even date herewith, in the original principal amount of $12,740,000.00, executed by Borrower and payable to the order of Lender,
the obligations under the security agreement executed in connection with the note and any other document executed by Borrower evidencing
or securing the note (collectively, the “Loan Documents”), plus all interest, penalties, expenses, attorney’s fees,
and other collection costs as provided in the Loan Documents.


 


1.       Guarantor’s
guaranty pursuant to this Guaranty will or may be expected to reasonably benefit such Guarantor, either directly or indirectly. Guarantor
agrees to pay, when due or declared due, the Guaranteed Indebtedness to Lender at Lender’s Mailing Address.


 


2.       Guarantor
waives (a) diligence in preserving liability of any person on the Guaranteed Indebtedness and in collecting or bringing suit to collect
the Guaranteed Indebtedness; (b) all rights of Guarantor under chapter 34 of the Texas Business and Commerce Code and rule 31 of the Texas
Rules of Civil Procedure; (c) protest; (d) notice of extensions, increases, renewals, or rearrangements of the Guaranteed Indebtedness;
and (e) notice of acceptance of this guaranty, of creation of the Guaranteed Indebtedness, of failure to pay the Guaranteed Indebtedness
as it matures, of any other default, of material adverse change in Borrower's financial condition, of release or substitution of collateral,
of notice, presentment, demand for payment, protest, notice of protest and non-payment or dishonor, notice of acceleration, notice of
intent to accelerate, notice of intent to demand, diligence in collecting, grace, and of subordination of Lender's rights in any collateral,
and every other notice of every kind. Guarantor's obligations under this guaranty will not be altered nor will Lender be liable to Guarantor
because of any action or inaction of Lender in regard to a matter waived or of which notice is waived by Guarantor in the preceding sentence.


 






     


     


    

 


3.       Guarantor
agrees to pay reasonable attorney’s fees and other collection costs if this guaranty is placed in the hands of an attorney for collection.
If any party retains an attorney to enforce this guaranty, the party prevailing in litigation is entitled to recover reasonable attorney’s
fees and court and other costs.


 


4.       This
guaranty is an absolute, irrevocable, unconditional, and continuing guaranty of payment and performance and not of collection.


 


5.       Lender
need not resort to Borrower or any other person or proceed against collateral before pursuing its rights against Guarantor or any other
guarantor. Lender’s action or inaction with respect to any right of Lender under the law or any agreement will not alter the obligation
of Guarantor hereunder. Lender may pursue any remedy against Borrower or any collateral or under any other guaranty without altering the
obligations of Guarantor hereunder and without liability to Guarantor, even though Lender’s pursuit of such remedy may result in
Guarantor’s loss of rights of subrogation or to proceed against others for reimbursement of contribution or any other right.


 


6.       Guarantor
will remain liable for the Guaranteed Indebtedness even though the Guaranteed Indebtedness may be unenforceable against or uncollectible
from Borrower or any other person because of incapacity, lack of power or authority, discharge, or any other reason.


 


7.       Guarantor
consents and acknowledges that Guarantor’s obligations will not be released by (a) the renewal, extension, increase (new money)
or modification of the Guaranteed Indebtedness or any of the Loan Documents; (b) the insolvency, bankruptcy, liquidation, or dissolution
of Borrower or any other obligor; (c) the failure of Lender to properly obtain, perfect, or preserve any security interest or lien in
any collateral for the Guaranteed Indebtedness; (d) the release, substitution, or addition of any collateral for the Guaranteed Indebtedness;
or (e) the failure of Lender to exercise diligence, commercial reasonableness, or reasonable care in the preservation, enforcement, or
sale of any of the collateral.


 


8.       Lender
need not notify Guarantor that Lender has sued Borrower, but if Lender gives written notice to Guarantor that it has sued Borrower, Guarantor
will be bound by any judgment or decree, to the extent permitted by law.


 


9.       Lender
may sue any guarantor without impairing Lender’s rights against any other guarantor, with or without making Borrower a party. Lender
may settle with Borrower or any other guarantor for such amounts as it may elect or may release Borrower or any guarantor or any collateral
securing the Guaranteed Indebtedness without impairing Lender’s right to collect the Guaranteed Indebtedness from Guarantor. Guarantor
grants to Lender the right of set off with respect to all sums on deposit with Lender.


 


10.       This
guaranty binds Guarantor and Guarantor’s heirs, successors, and assigns, and it benefits and may be enforced by Lender and Lender’s
successors in interest. When the context requires, singular nouns and pronouns include the plural. This guaranty will be construed under
the laws of the State of Texas and venue in Harris County, Texas, without regard to choice-of-law rules of any jurisdiction. The provisions
of this guaranty are severable. If a court of competent jurisdiction finds that any provision of this guaranty is unenforceable, then
the remaining provisions will remain in effect without the unenforceable parts. Venue to enforce this guaranty shall be exclusively in
Harris County, Texas. If Guarantor is more than one, each Guarantor is jointly and severally liable.


 






     


     


    

 


11.       FINAL
AGREEMENT: THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


 


12.       Guarantor
hereby grants to Lender the express right of setoff with respect to all of Guarantor’s sums on deposit or under control by Lender
via a DACA or any other loan facility document.


 


13.       This
guaranty agreement is in addition to, and not in replacement, modification or novation of, any prior guaranty agreement executed by Guarantor
for the benefit of Lender.


 


14.       WAIVER
OF JURY TRIAL. GUARANTOR HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT GUARANTOR MAY HAVE TO
A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER LEGAL THEORY). GUARANTOR CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND GUARANTOR
ACKNOWLEDGES THAT LENDER HAS BEEN INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS IN THIS
JURY TRIAL WAIVER SECTION.


 


15.       GUARANTOR
HEREBY WAIVES ALL RIGHTS, REMEDIES, CLAIMS AND DEFENSES (OTHER THAN THE FULL PAYMENT OF THE GUARANTEED INDEBTEDNESS IN ACCORDANCE WITH
THE TERMS HEREIN) THAT THE GUARANTOR MAY OR MIGHT HAVE AS TO GUARANTOR’S RESPECTIVE UNDERTAKINGS, LIABILITIES AND OBLIGATIONS UNDER
THE LOAN DOCUMENTS, THIS GUARANTY AGREEMENT, AND ANY OTHER DOCUMENT EXECUTED BY GUARANTOR IN CONNECTION WITH THE GUARANTEED INDEBTEDNESS.


 


16.       WAIVER
OF CONSUMER RIGHTS. GUARANTOR WAIVES GUARANTOR’S RIGHTS UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SECTION
17.41 ET SEQ., BUSINESS & COMMERCE CODE, A LAW THAT GIVES CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY
OF GUARANTOR’S OWN SELECTION, GUARANTOR VOLUNTARILY CONSENTS TO THIS WAIVER.


 






     


     


    

 


	 	GUARANTOR(S):	 
	 	 	 
	 	SMG INDUSTRIES, INC.,	 
	 	a Delaware corporation	 
	 	 	 	 
	 	By:	/s/ Allen R. Parrott	 
	 	 	Allen R. Parrott, Chief Financial Officer