Exhibit
10.5


 


GUARANTY


 


This
GUARANTY, dated as of January 4, 2023 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”,
and collectively, the “Guarantors”), in favor of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B,
a limited partnership registered in the Cayman Islands, in its capacity as collateral agent (in such capacity, the “Collateral
Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined
below).


 








W
I T N E S S E T H:


 


WHEREAS,
Addentax Group Corp., a Nevada corporation, with offices located at Kingkey 100, Block A, Room 4805, Luohu District, Shenzhen City, China
(the “Company”), and each party listed as a “Buyer” on the Schedule of Buyers attached thereto
(collectively, the “Buyers”) are parties to the Securities Purchase Agreement, dated as of January 4, 2023 (as amended,
restated, extended, replaced or otherwise modified from time to time, the “Securities Purchase Agreement”), pursuant
to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes”
issued pursuant thereto (as such Notes may be amended, restated, extended, replaced or otherwise modified from time to time in accordance
with the terms thereof, collectively, the “Notes”);


 


WHEREAS,
the Securities Purchase Agreement requires that the Guarantors execute and deliver to the Collateral Agent, (i) a guaranty guaranteeing
all of the obligations of the Company under the Securities Purchase Agreement, the Notes and the other Transaction Documents (as defined
below); and (ii) a Security and Pledge Agreement, dated as of January 4, 2023, granting the Collateral Agent a lien on and security interest
in all of their assets and properties (the “Security Agreement”); and


 


WHEREAS,
each Guarantor has determined that the execution, delivery and performance of this Guaranty directly benefits, and is in the best interest
of, such Guarantor.


 


NOW,
THEREFORE, in consideration of the premises and the agreements herein and in order to induce the Buyers to perform under the Securities
Purchase Agreement, each Guarantor hereby agrees with each Buyer as follows:


 


SECTION
1. Definitions. Reference is hereby made to the Securities Purchase Agreement and the Notes for a statement of the terms thereof.
All terms used in this Guaranty and the recitals hereto which are defined in the Securities Purchase Agreement or the Notes, and which
are not otherwise defined herein shall have the same meanings herein as set forth therein. In addition, the following terms when used
in the Guaranty shall have the meanings set forth below:


 


“Bankruptcy
Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C §§ 101 et seq. (or other applicable bankruptcy,
insolvency or similar laws).


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York City are authorized or required
by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law
to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other
similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long
as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open
for use by customers on such day.


 






    	 



     


    

 


“Buyer”
or “Buyers” shall have the meaning set forth in the recitals hereto.


 


“Capital
Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents
(however designated and whether or not voting) of corporate stock (including, without limitation, any warrants, options, rights or other
securities exercisable or convertible into equity interests or securities of such Person), and (ii) with respect to any Person that is
not a corporation, any and all partnership, membership or other equity interests of such Person.


 


“Collateral”
means all assets and properties of the Company and each Guarantor, wherever located and whether now or hereafter existing and whether
now owned or hereafter acquired, of every kind and description, tangible or intangible, including, without limitation, the collateral
described in Section 3(a) of the Security Agreement.


 


“Collateral
Agent” shall have the meaning set forth in the recitals hereto.


 


“Company”
shall have the meaning set forth in the recitals hereto.


 


“Governmental
Authority” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal,
state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising,
or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any
nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public
international organization or any of the foregoing.


 


“Guaranteed
Obligations” shall have the meaning set forth in Section 2 of this Guaranty.


 


“Guarantor”
or “Guarantors” shall have the meaning set forth in the recitals hereto.


 


“Indemnified
Party” shall have the meaning set forth in Section 13(a) of this Guaranty.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any
other bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, or extensions
generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 


“Notes”
shall have the meaning set forth in the recitals hereto.


 


“Obligations”
shall have the meaning set forth in Section 4 of the Security Agreement.


 


“Other
Taxes” shall have the meaning set forth in Section 12(a)(iv) of this Guaranty.


 


“Paid
in Full” or “Payment in Full” means the indefeasible payment in full in cash of all of the Guaranteed Obligations.


 






    	2



     


    

 


“Person”
means an individual, corporation, limited liability company, partnership, association, joint-stock company, trust, unincorporated organization,
joint venture or other enterprise or entity or Governmental Authority.


 


“Securities
Purchase Agreement” shall have the meaning set forth in the recitals hereto.


 


“Security
Agreement” shall have the meaning set forth in the recitals hereto.


 


“Subsidiary”
means any Person in which a Guarantor directly or indirectly, (i) owns any of the outstanding Capital Stock or holds any equity or
similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration of such Person,
and all of the foregoing, collectively, “Subsidiaries”.


 


“Taxes”
shall have the meaning set forth in Section 12(a) of this Guaranty.


 


“Transaction
Party” means the Company and each Guarantor, collectively, “Transaction Parties”.


 


SECTION
2. Guaranty.


 


(a)
The Guarantors, jointly and severally, hereby unconditionally and irrevocably, guaranty to the Collateral Agent, for the benefit of the
Collateral Agent and the Buyers, the punctual payment, as and when due and payable, by stated maturity or otherwise, of all Obligations,
including, without limitation, all interest, make-whole and other amounts that accrue after the commencement of any Insolvency Proceeding
of the Company or any Guarantor, whether or not the payment of such interest, make-whole and/or other amounts are enforceable or are
allowable in such Insolvency Proceeding, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense
reimbursements, indemnifications and all other amounts due or to become due under any of the Transaction Documents (all of the foregoing
collectively being the “Guaranteed Obligations”), and agrees to pay any and reasonable costs and expenses (including
counsel fees and expenses) incurred by the Collateral Agent in enforcing any rights under this Guaranty or any other Transaction Document.
Without limiting the generality of the foregoing, each Guarantor’s liability hereunder shall extend to all amounts that constitute
part of the Guaranteed Obligations and would be owed by the Company to the Collateral Agent or any Buyer under the Securities Purchase
Agreement and the Notes but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding
involving any Transaction Party.


 


(b)
Each Guarantor, and by its acceptance of this Guaranty, the Collateral Agent and each Buyer, hereby confirms that it is the intention
of all such Persons that this Guaranty and the Guaranteed Obligations of each Guarantor hereunder not constitute a fraudulent transfer
or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar foreign, federal, provincial, state, or other applicable law to the extent applicable to this Guaranty and the Guaranteed Obligations
of each Guarantor hereunder. To effectuate the foregoing intention, the Collateral Agent, the Buyers and the Guarantors hereby irrevocably
agree that the Guaranteed Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will
result in the Guaranteed Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.


 






    	3



     


    

 


SECTION
3. Guaranty Absolute; Continuing Guaranty; Assignments.


 


(a)
The Guarantors, jointly and severally, guaranty that the Guaranteed Obligations will be paid strictly in accordance with the terms of
the Transaction Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of
such terms or the rights of the Collateral Agent or any Buyer with respect thereto. The obligations of each Guarantor under this Guaranty
are independent of the Guaranteed Obligations, and a separate action or actions may be brought and prosecuted against any Guarantor to
enforce such obligations, irrespective of whether any action is brought against any Transaction Party or whether any Transaction Party
is joined in any such action or actions. The liability of any Guarantor under this Guaranty shall be as a primary obligor (and not merely
as a surety) and shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives, to the
extent permitted by law, any defenses it may now or hereafter have in any way relating to, any or all of the following:


 


(i)
any lack of validity or enforceability of any Transaction Document;


 


(ii)
any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other
amendment or waiver of or any consent to departure from any Transaction Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any Transaction Party or extension of the maturity of any
Guaranteed Obligations or otherwise;


 


(iii)
any taking, exchange, release or non-perfection of any Collateral;


 


(iv)
any taking, release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;


 


(v)
any change, restructuring or termination of the corporate, limited liability company or partnership structure or existence of any Transaction
Party;


 


(vi)
any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of the Guaranteed Obligations, or
any manner of sale or other disposition of any Collateral or any other collateral for all or any of the Guaranteed Obligations or any
other Obligations of any Transaction Party under the Transaction Documents or any other assets of any Transaction Party or any of its
Subsidiaries;


 


(vii)
any failure of the Collateral Agent or any Buyer to disclose to any Transaction Party any information relating to the business, condition
(financial or otherwise), operations, performance, properties or prospects of any other Transaction Party now or hereafter known to the
Collateral Agent or any Buyer (each Guarantor waiving any duty on the part of the Collateral Agent or any Buyer to disclose such information);


 


(viii)
taking any action in furtherance of the release of any Guarantor or any other Person that is liable for the Obligations from all or any
part of any liability arising under or in connection with any Transaction Document without the prior written consent of the Collateral
Agent; or


 






    	4



     


    

 


(ix)
any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation
by the Collateral Agent or any Buyer that might otherwise constitute a defense available to, or a discharge of, any Transaction Party
or any other guarantor or surety.


 


(b)
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 Guaranteed
Obligations is rescinded or must otherwise be returned by the Collateral Agent, any Buyer, or any other Person upon the insolvency, bankruptcy
or reorganization of any Transaction Party or otherwise, all as though such payment had not been made.


 


(c)
This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations
(other than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of each Note
(other than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective successors and
assigns. This Guaranty shall inure to the benefit of and be enforceable by the Collateral Agent, the Buyers, and their respective successors,
and permitted pledgees, transferees and assigns. Without limiting the generality of the foregoing sentence, the Collateral Agent or any
Buyer may pledge, assign or otherwise transfer all or any portion of its rights and obligations under and subject to the terms of any
Transaction Document to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof
granted to the Collateral Agent or such Buyer (as applicable) herein or otherwise, in each case as provided in the Securities Purchase
Agreement or such Transaction Document.


 


SECTION
4. Waivers. To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, protest, notice of
acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty and any
requirement that the Collateral Agent exhaust any right or take any action against any Transaction Party or any other Person or any Collateral.
Each 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 4 is knowingly made in contemplation of such benefits. The Guarantors hereby waive any
right to revoke this Guaranty, and acknowledge that this Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future. Without limiting the foregoing, to the extent permitted by applicable law, each Guarantor hereby
unconditionally and irrevocably waives (a) any defense arising by reason of any claim or defense based upon an election of remedies by
the Collateral Agent or any Buyer that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the
other Transaction Parties, any other guarantor or any other Person or any Collateral, and (b) any defense based on any right of set-off
or counterclaim against or in respect of the Guaranteed Obligations of such Guarantor hereunder. Each Guarantor hereby unconditionally
and irrevocably waives any duty on the part of the Collateral Agent or any Buyer to disclose to such Guarantor any matter, fact or thing
relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Transaction
Party or any of its Subsidiaries now or hereafter known by the Collateral Agent or a Buyer.


 






    	5



     


    

 


SECTION
5. Subrogation. No Guarantor may exercise any rights that it may now or hereafter acquire against any Transaction Party or any
other guarantor that arise from the existence, payment, performance or enforcement of any Guarantor’s obligations under this Guaranty,
including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Collateral Agent or any Buyer against any Transaction Party or any other guarantor or any Collateral,
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 any Transaction Party 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 there has been
Payment in Full of the Guaranteed Obligations. If any amount shall be paid to a Guarantor in violation of the immediately preceding sentence
at any time prior to Payment in Full of the Guaranteed Obligations and all other amounts payable under this Guaranty, such amount shall
be held in trust for the benefit of the Collateral Agent and shall forthwith be paid to the Collateral Agent to be credited and applied
to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the
terms of the Transaction Document, or to be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If (a) any Guarantor shall make payment to the Collateral Agent of all or any part of the Guaranteed Obligations,
and (b) there has been Payment in Full of the Guaranteed Obligations, the Collateral Agent will, at such Guarantor’s request and
expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment by
such Guarantor.


 


SECTION
6. Representations, Warranties and Covenants.


 


(a)
Each Guarantor hereby represents and warrants as of the date first written above as follows:


 


(i)
such Guarantor (A) is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization as set forth on the signature pages hereto, (B) has all requisite corporate, limited
liability company or limited partnership power and authority to conduct its business as now conducted and as presently contemplated and
to execute, deliver and perform its obligations under this Guaranty and each other Transaction Document to which such Guarantor is a
party, and to consummate the transactions contemplated hereby and thereby and (C) is duly qualified to do business and is in good standing
in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes
such qualification necessary except where the failure to be so qualified (individually or in the aggregate) would not result in a Material
Adverse Effect.


 


(ii)
The execution, delivery and performance by such Guarantor of this Guaranty and each other Transaction Document to which such Guarantor
is a party (A) have been duly authorized by all necessary corporate, limited liability company or limited partnership action, (B) do
not and will not contravene its charter, articles, certificate of formation or by-laws, its limited liability company or operating agreement
or its certificate of partnership or partnership agreement, as applicable, or any applicable law or any contractual restriction binding
on such Guarantor or its properties do not and will not result in or require the creation of any lien, security interest or encumbrance
(other than pursuant to any Transaction Document) upon or with respect to any of its properties, and (C) do not and will not result in
any default, non-compliance, suspension, revocation, impairment, forfeiture or non-renewal of any material permit, license, authorization
or approval applicable to it or its operations or any of its properties.


 






    	6



     


    

 


(iii)
No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required
in connection with the due execution, delivery and performance by such Guarantor of this Guaranty or any of the other Transaction Documents
to which such Guarantor is a party (other than expressly provided for in any of the Transaction Documents).


 


(iv)
This Guaranty has been duly executed and delivered by each Guarantor and is, and each of the other Transaction Documents to which such
Guarantor is or will be a party, when executed and delivered, will be, a legal, valid and binding obligation of such Guarantor, enforceable
against such Guarantor in accordance with its terms, except as may be limited by the Bankruptcy Code or other applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance, suretyship or similar laws and equitable principles (regardless of whether
enforcement is sought in equity or at law).


 


(v)
There is no pending or, to the best knowledge of such Guarantor, threatened action, suit or proceeding against such Guarantor or to which
any of the properties of such Guarantor is subject, before any court or other Governmental Authority or any arbitrator that (A) if adversely
determined, could reasonably be expected to have a Material Adverse Effect or (B) relates to this Guaranty or any of the other Transaction
Documents to which such Guarantor is a party or any transaction contemplated hereby or thereby.


 


(vi)
Such Guarantor (A) has read and understands the terms and conditions of the Securities Purchase Agreement and the other Transaction Documents,
and (B) now has and will continue to have independent means of obtaining information concerning the affairs, financial condition and
business of the Company and the other Transaction Parties, and has no need of, or right to obtain from the Collateral Agent or any Buyer,
any credit or other information concerning the affairs, financial condition or business of the Company or the other Transaction Parties.


 


(vii)
There are no conditions precedent to the effectiveness of this Guaranty that have not been satisfied or waived.


 


(b)
Each Guarantor covenants and agrees that until Payment in Full of the Guaranteed Obligations, it will comply with each of the covenants
(except to the extent applicable only to a public company) which are set forth in Section 4 of the Securities Purchase Agreement as if
such Guarantor were a party thereto.


 


Section
7. Right of Set-off. Upon the occurrence and
during the continuance of any Event of Default, the Collateral Agent and any Buyer may, and is hereby authorized to, at any time and
from time to time, without notice to the Guarantors (any such notice being expressly waived by each Guarantor) and to the fullest extent
permitted by law, set-off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held
and other indebtedness at any time owing by the Collateral Agent or any Buyer to or for the credit or the account of any Guarantor against
any and all obligations of the Guarantors now or hereafter existing under this Guaranty or any other Transaction Document, irrespective
of whether or not the Collateral Agent or any Buyer shall have made any demand under this Guaranty or any other Transaction Document
and although such obligations may be contingent or unmatured. The Collateral Agent and each Buyer agrees to notify the relevant Guarantor
promptly after any such set-off and application made by the Collateral Agent or such Buyer, provided that the failure to give such notice
shall not affect the validity of such set-off and application. The rights of the Collateral Agent or any Buyer under this Section
7 are in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent
or such Buyer may have under this Guaranty or any other Transaction Document in law or otherwise.


 






    	7



     


    

 


Section
8. Limitation on Guaranteed Obligations.


 


(a)
Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount
not to exceed as of any date of determination the greater of:


 


(i)
the amount of all Guaranteed Obligations, plus interest thereon at the applicable Interest Rate as specified in the Note; and


 


(ii)
the amount which could be claimed by the Collateral Agent from any Guarantor under this Guaranty without rendering such claim voidable
or avoidable under the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act
or similar statute or common law after taking into account, among other things, Guarantor’s right of contribution and indemnification.


 


(b)
Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guaranty hereunder or affecting the rights and remedies of the Collateral Agent or any Buyer
hereunder or under applicable law.


 


(c)
No payment made by the Company, any Guarantor, any other guarantor or any other Person or received or collected by the Collateral Agent
or any other Buyer from the Company, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding
or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations
shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected
from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability
of such Guarantor hereunder until after all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have
been Paid in Full.


 


SECTION
9. Notices, Etc. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Guaranty must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) Business Day after deposit with an nationally recognized overnight courier service with next day delivery specified,
in each case, properly addressed to the party to receive the same. All notices and other communications provided for hereunder shall
be sent, if to any Guarantor, to the Company’s address and/or facsimile number, or if to the Collateral Agent or any Buyer, to
it at its respective address and/or facsimile number, each as set forth in Section 9(f) of the Securities Purchase Agreement.


 






    	8



     


    




 


Section
10. Governing Law; Jurisdiction. All questions
concerning the construction, validity, enforcement and interpretation of this Guaranty shall be governed by the internal laws of the
State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdiction other than the State of New York. Each Guarantor
hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of
Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or
with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim, obligation or defense that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to
such party at the address for such notices to it under Section 9(f) of the Securities Purchase Agreement and agrees that such service
shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Collateral
Agent or the Buyers from bringing suit or taking other legal action against any Guarantor in any other jurisdiction to collect on a Guarantor’s
obligations or to enforce a judgment or other court ruling in favor of the Collateral Agent or a Buyer.


 


SECTION
11. WAIVER OF JURY TRIAL, ETC. EACH GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A
JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT
OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.


 


SECTION
12. Taxes.


 


(a)
All payments made by any Guarantor hereunder or under any other Transaction Document shall be made in accordance with the terms of the
respective Transaction Document and shall be made without set-off, counterclaim, withholding, deduction or other defense. Without limiting
the foregoing, all such payments shall be made free and clear of and without deduction or withholding for any present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the
net income of the Collateral Agent or any Buyer by the jurisdiction in which the Collateral Agent or such Buyer is organized or where
it has its principal lending office (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities,
collectively or individually, “Taxes”). If any Guarantor shall be required to deduct or to withhold any Taxes from
or in respect of any amount payable hereunder or under any other Transaction Document:


 






    	9



     


    

 


(i)
the amount so payable shall be increased to the extent necessary so that after making all required deductions and withholdings (including
Taxes on amounts payable to the Collateral Agent or any Buyer pursuant to this sentence) the Collateral Agent or each Buyer receives
an amount equal to the sum it would have received had no such deduction or withholding been made,


 


(ii)
such Guarantor shall make such deduction or withholding,


 


(iii)
such Guarantor shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law,
and


 


(iv)
as promptly as possible thereafter, such Guarantor shall send the Collateral Agent or each Buyer an official receipt (or, if an official
receipt is not available, such other documentation as shall be satisfactory to the Collateral Agent, as the case may be) showing payment.
In addition, each Guarantor agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies that arise from any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise
with respect to, this Guaranty or any other Transaction Document (collectively, “Other Taxes”).


 


(b)
Each Guarantor hereby indemnifies and agrees to hold each Indemnified Party harmless from and against Taxes or Other Taxes (including,
without limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 12) paid by any
Indemnified Party as a result of any payment made hereunder or from the execution, delivery, registration or enforcement of, or otherwise
with respect to, this Guaranty or any other Transaction Document, and any liability (including penalties, interest and expenses for non-payment,
late payment or otherwise) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally
asserted. This indemnification shall be paid within thirty (30) days from the date on which the Collateral Agent or such Buyer makes
written demand therefor, which demand shall identify the nature and amount of such Taxes or Other Taxes.


 


(c)
If any Guarantor fails to perform any of its obligations under this Section 12, such Guarantor shall indemnify the Collateral
Agent and each Buyer for any taxes, interest or penalties that may become payable as a result of any such failure. The obligations of
the Guarantors under this Section 12 shall survive the termination of this Guaranty and the payment of the Obligations and all
other amounts payable hereunder.


 


Section
13.  Indemnification.


 


(a)
Without limitation of any other obligations of any Guarantor or remedies of the Collateral Agent or the Buyers under this Guaranty or
applicable law, except to the extent resulting from such Indemnified Party’s gross negligence or willful misconduct, as determined
by a final judgment of a court of competent jurisdiction no longer subject to appeal, each Guarantor shall, to the fullest extent permitted
by law, indemnify, defend and save and hold harmless the Collateral Agent and each Buyer and each of their affiliates and their respective
officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay
on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses
of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure
of any Guaranteed Obligations to be the legal, valid and binding obligations of any Transaction Party enforceable against such Transaction
Party in accordance with their terms.


 






    	10



     


    

 


(b)
Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract,
tort or otherwise) or any fiduciary duty or obligation to any of the Guarantors or any of their respective affiliates or any of their
respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any
Indemnified Party on any theory of liability, for special, indirect, consequential, incidental or punitive damages arising out of or
otherwise relating to the facilities, the actual or proposed use of the proceeds of the advances, the Transaction Documents or any of
the transactions contemplated by the Transaction Documents.


 


SECTION
14. Miscellaneous.


 


(a)
Each Guarantor will make each payment hereunder in lawful money of the United States of America and in immediately available funds to
the Collateral Agent or each Buyer, at such address specified by the Collateral Agent or such Buyer from time to time by notice to the
Guarantors.


 


(b)
No amendment or waiver of any provision of this Guaranty and no consent to any departure by any Guarantor therefrom shall in any event
be effective unless the same shall be in writing and signed by each Guarantor, the Collateral Agent and each Buyer, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given.


 


(c)
No failure on the part of the Collateral Agent or any Buyer to exercise, and no delay in exercising, any right or remedy hereunder or
under any other Transaction Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder
or under any Transaction Document preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights
and remedies of the Collateral Agent and the Buyers provided herein and in the other Transaction Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The rights and remedies of the Collateral Agent and the Buyers
under any Transaction Document against any party thereto are not conditional or contingent on any attempt by the Collateral Agent or
any Buyer to exercise any of their respective rights or remedies under any other Transaction Document against such party or against any
other Person.


 


(d)
Any provision of this Guaranty that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


(e)
This Guaranty is a continuing guaranty and shall (i) remain in full force and effect until Payment in Full of the Guaranteed Obligations
(other than inchoate indemnity obligations) and shall not terminate for any reason prior to the respective Maturity Date of each Note
(other than Payment in Full of the Guaranteed Obligations) and (ii) be binding upon each Guarantor and its respective successors and
assigns. This Guaranty shall inure, together with all rights and remedies of the Collateral Agent hereunder, to the benefit of and be
enforceable by the Collateral Agent, the Buyers, and their respective successors, and permitted pledgees, transferees and assigns. Without
limiting the generality of the foregoing sentence, the Collateral Agent or any Buyer may pledge, assign or otherwise transfer all or
any portion of its rights and obligations under and subject to the terms of the Securities Purchase Agreement or any other Transaction
Document to any other Person in accordance with the terms thereof, and such other Person shall thereupon become vested with all the benefits
in respect thereof granted to the Collateral Agent or such Buyer (as applicable) herein or otherwise, in each case as provided in the
Securities Purchase Agreement or such Transaction Document. None of the rights or obligations of any Guarantor hereunder may be assigned
or otherwise transferred without the prior written consent of each Buyer.


 






    	11



     


    

 


(f)
This Guaranty and the other Transaction Documents reflect the entire understanding of the transaction contemplated hereby and shall not
be contradicted or qualified by any other agreement, oral or written, entered into before the date hereof.


 


(g)
Section headings herein are included for convenience of reference only and shall not constitute a part of this Guaranty for any other
purpose.


 


Section
15. Currency Indemnity.


 


If,
for the purpose of obtaining or enforcing judgment against Guarantor in any court in any jurisdiction, it becomes necessary to convert
into any other currency (such other currency being hereinafter in this Section 15 referred to as the “Judgment Currency”)
an amount due under this Guaranty in any currency (the “Obligation Currency”) other than the Judgment Currency, the
conversion shall be made at the rate of exchange prevailing on the Business Day immediately preceding (a) the date of actual payment
of the amount due, in the case of any proceeding in the courts of courts of the jurisdiction that will give effect to such conversion
being made on such date, or (b) the date on which the judgment is given, in the case of any proceeding in the courts of any other jurisdiction
(the applicable date as of which such conversion is made pursuant to this Section 15 being hereinafter in this Section 15
referred to as the “Judgment Conversion Date”).


 


If,
in the case of any proceeding in the court of any jurisdiction referred to in the preceding paragraph, there is a change in the rate
of exchange prevailing between the Judgment Conversion Date and the date of actual receipt of the amount due in immediately available
funds, the Guarantors shall pay such additional amount (if any, but in any event not a lesser amount) as may be necessary to ensure that
the amount actually received in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will
produce the amount of the Obligation Currency which could have been purchased with the amount of the Judgment Currency stipulated in
the judgment or judicial order at the rate of exchange prevailing on the Judgment Conversion Date. Any amount due from the Guarantors
under this Section 15 shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts
due under or in respect of this Guaranty.


 


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]


 




    	12



     


    

 


IN
WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed by its respective duly authorized officer, as of the date first
above written.


 


	 

    
	GUARANTORS:
	 	 
	 	By:	 
	 	Name:	          
	 	Title:	 


 


[Signatures
continue on following page]


 




    	 



     


    

 


	

    ACCEPTED
    BY:

	 
	ALTO
    OPPORTUNITY MASTER FUND, SPC - SEGREGATED MASTER PORTFOLIO B, as Collateral Agent	 
	 	 	 
	By:	 	 
	Name:
    	           	 
	Title: