Exhibit 10.4


 


GUARANTY


 


GUARANTY,
dated as of August 9, 2022 (this “Guaranty”), made by each of the signatories hereto (together with any other entity
that may become a party hereto as provided herein, the “Guarantors”), in favor of Lind Global Fund II LLP, a Delaware
limited partnership (the “Investor), to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Fingermotion,
Inc., a Delaware corporation (the “Company”) and the Investor, dated as of the date hereof (the “Purchase
Agreement”).


 


 


W
I T N E S S E T H:


 


WHEREAS,
pursuant to the Purchase Agreement, the Company has agreed to sell and issue to the Investor, and the Investor agreed to purchase from
the Company the Note, subject to the terms and conditions set forth therein; and


 


WHEREAS,
each Guarantor will directly benefit from the extension of the loans to the Company represented by the issuance of the Note.


 


NOW,
THEREFORE, in consideration of the premises and to induce the Investor to enter into the Purchase Agreement and to carry out the transactions
contemplated thereby; each Guarantor hereby agrees with the Investor as follows:


 


1.
Definitions. Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings
given to them in the Purchase Agreement. The words “hereof,” “herein,” “hereto”
and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and
not to any particular provision of this Guaranty, and Section and Schedule references are to this Guaranty unless otherwise specified.
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. The following
terms shall have the following meanings:


 


“Guaranty”
means this Guaranty, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Obligations”
means, in addition to all other costs and expenses of collection incurred by Investor in enforcing any of such
“Obligations” (as defined in the Security Agreement) and/or this Guaranty, all of the liabilities and obligations
(primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter
contracted or acquired, or owing to, of the Company or any Guarantor to the Investor under this Guaranty, the Note and any other
instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now
or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or
not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or
incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is
avoided or recovered directly or indirectly from the Investor as a preference, fraudulent transfer or otherwise as such obligations
may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing,
the term “Obligations” shall include, without limitation: (i) principal of, and interest on the Note and the
loans extended pursuant thereto, (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company or any
Guarantor from time to time under or in connection with this Guaranty, the Note and any other instruments, agreements or other
documents executed and/or delivered in connection herewith or therewith, and (iii) all amounts (including but not limited to
post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts
are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving the Company
or any Guarantor.


 






    1


     


    

2.
Guaranty.


 


(a)
Guaranty.


 


(i)
The Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantee to the Investor and its successors, indorsees,
transferees and assigns, the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or
otherwise) of the Obligations.


 


(ii)
Anything herein or in any other Transaction Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder
and under the other Transaction Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable
federal and state laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the
rights of creditors generally (after giving effect to the right of contribution established in Section 2(b)).


 


(iii)
Each Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Investor hereunder.


 


(iv)
The guarantee contained in this Section 2 shall remain in full force and effect until all the Obligations and the obligations
of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by indefeasible payment in full.





 






    2


     


    

(v)
No payment made by the Company, any of the Guarantors, any other guarantor or any other Person or received or collected by the Investor
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 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 Obligations or any payment received or collected from such Guarantor in respect
of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor hereunder until the Obligations
are indefeasibly paid in full.


 


(vi)
Notwithstanding anything to the contrary in this Guaranty, with respect to any defaulted non-monetary Obligations the specific performance
of which by the Guarantors is not reasonably possible (e.g., the issuance of the Company’s Common Stock), the Guarantors shall
only be liable for making the Investor whole on a monetary basis for the Company’s failure to perform such Obligations in accordance
with the Transaction Documents.


 


(b)
Right of Contribution. Subject to Section 2(c), each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution
from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right
of contribution shall be subject to the terms and conditions of Section 2(c). The provisions of this Section 2(b) shall
in no respect limit the obligations and liabilities of any Guarantor to the Investor and each Guarantor shall remain liable to the Investor
for the full amount guaranteed by such Guarantor hereunder until the indefeasible repayment in full of all amounts owed under the Purchase
Agreement, the Note and the other Transaction Documents.


 


(c) No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Investor, no Guarantor shall be entitled to be subrogated to any of the rights of the Investor against the Company or any
other Guarantor or any collateral security or guarantee or right of offset held by the Investor for the payment of the Obligations,
nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Company or any other Guarantor in
respect of payments made by such Guarantor hereunder, until all amounts owing to the Investor by the Company on account of the
Obligations are indefeasibly paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any
time when all of the Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the
Investor, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the
Investor in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Investor, if required), to be applied
against the Obligations, whether matured or unmatured, in such order as the Investor may determine.


 






    3


     


    

(d)
Amendments, Etc. With Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any
of the Obligations made by the Investor may be rescinded by the Investor and any of the Obligations continued, and the Obligations, or
the liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with
respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Investor, and the Purchase Agreement and the other Transaction Documents and any other documents executed
and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Investor may
deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Investor for the
payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Investor shall have no obligation to protect,
secure, perfect or insure any Lien at any time held by them as security for the Obligations or for the guarantee contained in this Section
2 or any property subject thereto.


 


(e) Guaranty
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of
the Obligations and notice of or proof of reliance by the Investor upon the guarantee contained in this Section 2 or
acceptance of the guarantee contained in this Section 2; the Obligations, and any of them, shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section
2; and all dealings between the Company and any of the Guarantors, on the one hand, and the Investor, on the other hand,
likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section
2. Each Guarantor waives to the extent permitted by law diligence, presentment, protest, demand for payment and notice of
default or nonpayment to or upon the Company or any of the Guarantors with respect to the Obligations. Each Guarantor understands
and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional
guarantee of payment and performance without regard to: (a) the validity or enforceability of the Purchase Agreement or any other
Transaction Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect
thereto at any time or from time to time held by the Investor, (b) any defense, set-off or counterclaim (other than a defense of
payment or performance or fraud by Investor) which may at any time be available to or be asserted by the Company or any other Person
against the Investor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Company or such
Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company for the
Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance.
When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Investor may,
but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as they may have against
the Company, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or any
right of offset with respect thereto, and any failure by the Investor to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Company, any other Guarantor or any other Person or to realize upon any such collateral
security or guarantee or to exercise any such right of offset, or any release of the Company, any other Guarantor or any other
Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the
Investor against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance
of any legal proceedings.


 






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(f)
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned
by the Investor upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon
or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any
Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.


 


(g)
Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Investor without set-off or counterclaim
in U.S. dollars at the address set forth or referred to in the Signature Pages to the Purchase Agreement.


 


3.
Representations and Warranties. Each Guarantor hereby makes the following representations and warranties to Investor as of the
date hereof:


 


(a)
Organization and Qualification. The Guarantor is duly organized, validly existing and in good standing under the laws of the applicable
jurisdiction set forth on Schedule 1, with the requisite corporate power and authority to own and use its properties and assets
and to carry on its business as currently conducted. Except for contractually controlled entities, the Company has no subsidiaries other
than (1) Finger Motion Company Limited (2) Finger Motion (CN) Global Limited, (3) Finger Motion (CN) Limited, (4) Shanghai JiuGe Business
Management Co., Ltd., (5) Finger Motion Financial Company Limited and (6) Finger Motion Financial Company Limited. The Guarantor is duly
qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case
may be, could not, individually or in the aggregate, (x) adversely affect the legality, validity or enforceability of any of this Guaranty
in any material respect, (y) have a material adverse effect on the results of operations, assets, prospects, or financial condition of
the Guarantor, or (z) adversely impair in any material respect the Guarantor’s ability to perform fully on a timely basis its obligations
under this Guaranty (a “Material Adverse Effect”).


 






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(b)
Authorization; Enforcement. The Guarantor has the requisite corporate power and authority to enter into and to consummate the
transactions contemplated by this Guaranty, and otherwise to carry out its obligations hereunder. The execution and delivery of this
Guaranty by the Guarantor and the consummation by it of the transactions contemplated hereby have been duly authorized by all requisite
corporate action on the part of the Guarantor. This Guaranty has been duly executed and delivered by the Guarantor and constitutes the
valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


(c)
No Conflicts. The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor
of the transactions contemplated thereby do not and will not: (i) conflict with or violate any provision of its Certificate of Incorporation
or By-laws or (ii) conflict with, constitute a default (or an event which with notice or lapse of time or both would become a default)
under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument
to which the Guarantor is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Guarantor is subject (including Federal and State securities laws
and regulations), or by which any material property or asset of the Guarantor is bound or affected, except in the case of each of clauses
(ii) and (iii), such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as could not, individually
or in the aggregate, have or result in a Material Adverse Effect. The business of the Guarantor is not being conducted in violation of
any law, ordinance or regulation of any governmental authority, except for violations which, individually or in the aggregate, do not
have a Material Adverse Effect.





 






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(d)
Consents and Approvals. The Guarantor is not required to obtain any consent, waiver, authorization or order of, or make any filing
or registration with, any court or other federal, state, local, foreign or other governmental authority or other person in connection
with the execution, delivery and performance by the Guarantor of this Guaranty.


 


(e)
Purchase Agreement. The representations and warranties of the Company set forth in the Purchase Agreement as they relate to such
Guarantor, each of which is hereby incorporated herein by reference, are true and correct as of each time such representations are deemed
to be made pursuant to such Purchase Agreement, and the Investor shall be entitled to rely on each of them as if they were fully set
forth herein, provided that each reference in each such representation and warranty to the Company’s knowledge shall, for the purposes
of this Section 3, be deemed to be a reference to such Guarantor’s knowledge.


 


(f)
Foreign Law. Each Guarantor has consulted with appropriate foreign legal counsel with respect to any of the above representations
for which non-U.S. law is applicable. Such foreign counsel has advised each applicable Guarantor that such counsel knows of no reason
why any of the above representations would not be true and accurate. Such foreign counsel was provided with copies of this Guaranty and
the Transaction Documents prior to rendering their advice.


 


4.
Covenants.


 


(a)
Each Guarantor covenants and agrees with the Investor that, from and after the date of this Guaranty until the Obligations shall have
been indefeasibly paid in full, such Guarantor shall take, and/or shall refrain from taking, as the case may be, each commercially reasonable
action that is necessary to be taken or not taken, as the case may be, so that no Event of Default (as defined in the Note) is caused
by the failure to take such action or to refrain from taking such action by such Guarantor.


 


(b)
So long as any of the Obligations are outstanding, unless Investor shall otherwise consent in writing, each Guarantor will not directly
or indirectly on or after the date of this Guaranty:


 


i.
other than Permitted Indebtedness (as defined in the Note), enter into, create, incur, assume or suffer to exist any indebtedness for
borrowed money of any kind, including but not limited to, a guarantee, on or with respect to any of its property or assets now owned
or hereafter acquired or any interest therein or any income or profits therefrom;





 






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ii.
other than Permitted Liens (as defined in the Security Agreement), enter into, create, incur, assume or suffer to exist any liens of
any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or
profits therefrom;


 


iii.
amend its certificate of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Investor;


 


iv.
repay, repurchase or offer to repay, repurchase or otherwise acquire more than a de minimis number of shares of its securities
or debt obligations;


 


v.
pay cash dividends on any equity securities of such Guarantor other than dividends paid to another Guarantor or to the Company;


 


vi.
enter into any transaction with any Affiliate of the Guarantor which would be required to be disclosed in any public filing of the Company
with the Commission, unless such transaction is made on an arm’s-length basis and expressly approved by a majority of the disinterested
directors of the Company (even if less than a quorum otherwise required for board approval); or


 


vii.
enter into any agreement with respect to any of the foregoing.


 


5.
Miscellaneous.


 


(a)
Amendments in Writing. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified
except in writing by the Investor.


 


(b)
Notices. All notices, requests and demands to or upon the Investor or any Guarantor hereunder shall be effected in the manner
provided for in the Purchase Agreement, provided that any such notice, request or demand to or upon any Guarantor shall be addressed
to such Guarantor at its notice address set forth on Schedule 1.


 


(c) No
Waiver By Course Of Conduct; Cumulative Remedies. The Investor shall not by any act (except by a written instrument pursuant to Section
5(a)), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in
any default under the Transaction Documents or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
the Investor, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Investor of any right or remedy hereunder on any one occasion shall not be construed as a bar to any
right or remedy which the Investor would otherwise have on any future occasion. The rights and remedies herein provided are
cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by
law.


 






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(d)
Enforcement Expenses; Indemnification.


 


(i)
Each Guarantor agrees to pay, or reimburse the Investor for, all its costs and expenses incurred in collecting against such Guarantor
under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Guaranty and the other Transaction
Documents to which such Guarantor is a party, including, without limitation, the reasonable fees and disbursements of counsel to the
Investor.


 


(ii)
Each Guarantor agrees to pay, and to save the Investor harmless from, any and all liabilities with respect to, or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable in connection with
any of the transactions contemplated by this Guaranty.


 


(iii)
Each Guarantor agrees to pay, and to save the Investor harmless from, any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of this Guaranty to the extent the Company would be required to do so pursuant to the Purchase
Agreement.


 


(iv)
The agreements in this Section shall survive repayment of the Obligations and all other amounts payable under the Purchase Agreement
and the other Transaction Documents.


 


(e)
Successor and Assigns. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the
benefit of the Investor and its successors and assigns; provided that no Guarantor may assign, transfer or delegate any of its rights
or obligations under this Guaranty without the prior written consent of the Investor.


 


(f) Set-Off.
Each Guarantor hereby irrevocably authorizes the Investor at any time and from time to time while an Event of Default under any of
the Transaction Documents shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such
notice being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits, credits, indebtedness or
claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or
owing by to the Investor to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Investor
may elect, against and on account of the obligations and liabilities of such Guarantor to the Investor hereunder and claims of every
nature and description of the Investor against such Guarantor, in any currency, whether arising hereunder, under the Purchase
Agreement, any other Transaction Document or otherwise, as the Investor may elect, whether or not the Investor has made any demand
for payment and although such obligations, liabilities and claims may be contingent or unmatured. The Investor shall notify such
Guarantor promptly of any such set-off and the application made by the Investor of the proceeds thereof, provided that the failure
to give such notice shall not affect the validity of such set-off and application. The rights of the Investor under this Section are
in addition to other rights and remedies (including, without limitation, other rights of set-off) which the Investor may
have.


 






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(g)
Counterparts. This Guaranty may be executed by one or more of the parties to this Guaranty on any number of separate counterparts
(including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


(h)
Severability. Any provision of this Guaranty which 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 provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


(i)
Section Headings. The Section headings used in this Guaranty are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


(j)
Integration. This Guaranty and the other Transaction Documents represent the agreement of the Guarantors and the Investor with
respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Investor
relative to subject matter hereof and thereof not expressly set forth or referred to herein or in the other Transaction Documents.


 


(k) Governing
Laws. All questions concerning the construction, validity, enforcement and interpretation of this Guaranty shall be governed by
and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each of the Company and the Guarantors agree that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Guaranty (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York, Borough of Manhattan. Each of the Company and the Guarantors 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 with any transaction contemplated hereby or discussed herein, and
hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of
process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Guaranty 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. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Guaranty or the transactions contemplated hereby.


 






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(l)
Acknowledgements. Each Guarantor hereby acknowledges that:


 


(i)
it has been advised by counsel in the negotiation, execution and delivery of this Guaranty and the other Transaction Documents to which
it is a party;


 


(ii)
the Investor has no fiduciary relationship with or duty to any Guarantor arising out of or in connection with this Guaranty or any of
the other Transaction Documents, and the relationship between the Guarantors, on the one hand, and the Investor, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(iii)
no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Guarantors and the Investor.


 


(m)
Additional Guarantors. The Company shall cause each of its subsidiaries formed or acquired on or subsequent to the date hereof
to become a Guarantor for all purposes of this Guaranty by executing and delivering an Assumption Agreement in the form of Annex 1
hereto.


 


(n)
Release of Guarantors. Each Guarantor will be released from all liability hereunder concurrently with the indefeasible repayment
in full of all amounts owed under the Purchase Agreement, the Note and the other Transaction Documents.





 






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(o)
Seniority. The Obligations of each of the Guarantors hereunder rank senior in priority to any other indebtedness of such Guarantor.


 


(p)
WAIVER OF JURY TRIAL. EACH GUARANTOR AND, BY
ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS GUARANTY AND FOR ANY COUNTERCLAIM THEREIN.


 


*********************


 


 


(Signature
Pages Follow)


 












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IN
WITNESS WHEREOF, each of the undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.


 


FINGER
MOTION COMPANY LIMITED


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director


 


FINGER
MOTION (CN) GLOBAL LIMITED


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director


 


FINGER
MOTION (CN) LIMITED


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director


 


SHANGHAI
JIUGE BUSINESS MANAGEMENT CO., LTD.


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director


 


FINGER
MOTION FINANCIAL GROUP LIMITED


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director


 


FINGER
MOTION FINANCIAL COMPANY LIMITED


 


		By:	/s/
Wong Hsien Loong	 



Name:
Wong Hsien Loong


Title:
Director








 






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SCHEDULE
1


 


GUARANTORS


 


The
following are the names, notice addresses and jurisdiction of organization of each Guarantor.


 


	Name	Notice
    Addresses	Jurisdiction
    of Organization
	Finger
    Motion Company Limited	FingerMotion,
    Inc., c/o McMillan LLP.

                                                                                                                                                             

    Royal
Centre, 1055 W. Georgia Street, Suite 1500, PO Box 11117, Vancouver, BC V6E 4N7
	Hong
    Kong
	Finger
    Motion (CN) Global Limited	Same
    as above	Samoa
	Finger
    Motion (CN) Limited 	Same
    as above	Hong
    Kong
	Shanghai
    JiuGe Business Management Co., Ltd.	Same
    as above	PRC
	Finger
    Motion Financial Group Limited	Same
    as above	Samoa
	Finger
    Motion Financial Company Limited	Same
    as above	Hong
    Kong





 






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Annex
1 to


GUARANTY


 


ASSUMPTION
AGREEMENT, dated as of                       ,                
  made by                                                   ,
a                       corporation
(the “Additional Guarantor”), in favor of Lind Global Fund II LP pursuant to the Purchase Agreement referred to below.
All capitalized terms not defined herein shall have the meaning ascribed to them in such Purchase Agreement.


 


W
I T N E S S E T H :


 


WHEREAS,
Fingermotion, Inc., a Delaware corporation (the “Company”), and Lind Global Fund II LP have entered into that certain
Securities Purchase Agreement, dated as of August 9, 2022 (as amended, supplemented or otherwise modified from time to time, the “Purchase
Agreement”);


 


WHEREAS,
in connection with the Purchase Agreement, the Subsidiaries of the Company have entered into the Guaranty, dated as of August 9, 2022
(as amended, supplemented or otherwise modified from time to time, the “Guaranty”) in favor of Lind Global Fund II
LP;


 


WHEREAS,
the Purchase Agreement requires the Additional Guarantor to become a party to the Guaranty; and


 


WHEREAS,
the Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guaranty;


 


NOW,
THEREFORE, IT IS AGREED:


 


1.
Guaranty. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 5(m)
of the Guaranty, hereby becomes a party to the Guaranty as a Guarantor thereunder with the same force and effect as if originally named
therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities
of a Guarantor thereunder. The information set forth in Annex 1 hereto is hereby added to the information set forth in Schedule
1 to the Guaranty. The Additional Guarantor hereby represents and warrants that each of the representations and warranties contained
in Section 3 of the Guaranty is true and correct on and as the date hereof as to such Additional Guarantor (after giving effect
to this Assumption Agreement) as if made on and as of such date.


 


2.
Governing Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.


 






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IN
WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.





 


[ADDITIONAL
GUARANTOR]


 


	By:	 	



Name:


Title:


 






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