Exhibit 10.21

AMERISOURCE FUNDING, INC.,

a Texas corporation

and

5J TRUCKING, LLC,

a Texas limited liability company,

5J OILFIELD SERVICES, LLC,

a Texas limited liability company,

5J TRANSPORTATION, LLC,

a Texas limited liability company,

5J BROKERAGE, LLC,

a Texas limited liability company,

and

5J SPECIALIZED LLC,

a Texas limited liability company

$12,740,000.00 Loan Documents

LOAN AGREEMENT

September 07, 2021

This loan agreement ("Loan Agreement" or "Agreement") confirms the mutual agreement between 5J TRUCKING, LLC, a Texas limited liability company, and 5J OILFIELD SERVICES, LLC, a Texas limited liability company, and 5J SPECIALIZED LLC, a Texas limited liability company and 5J TRANSPORTATION, LLC, a Texas limited liability company, and 5J BROKERAGE, LLC, a Texas limited liability company ("Borrower", whether one or more, jointly and severally) and AMERISOURCE FUNDING, INC., a Texas corporation ("Lender"), in connection with a certain credit facility more fully described herein.

Section 1. Credit Facility. Subject to the terms of this Agreement, Lender agrees to lend and Borrower agrees to borrow ("Credit Facility"):

Section 1.5 Security. The Credit Facility will be secured by a first priority lien on all assets of Borrower, including, but not limited to the Equipment listed on the attached Exhibit A, and additionally reflected in the Security Agreement of even date herewith, and a lien on all of Guarantor’s assets. Said liens shall be the only liens on such property. Borrower also grants Lender the express right of setoff and recoupment with respect to all sums on deposit with Lender.

Section 2. Representations and Warranties. The Borrower represents and warrants to Lender that Borrower is a for-profit limited liability company, duly organized, legally existing and in good standing with the State of Texas and the Texas Comptroller. The Borrower is authorized to execute all documents or instruments such organization is required to execute in connection with the transactions contemplated by this Agreement including, this Agreement, all promissory notes issued pursuant to this Agreement, and any and all other documents or instruments related to this Agreement, and those documents or instruments, when executed and delivered will be valid and binding obligations of the Borrower, enforceable in accordance with their terms and do not violate the provisions of any contract, agreement, law or regulation to which the Borrower is subject; provided, however, the enforceability of the agreement may be limited by federal bankruptcy laws and other similar laws affecting the rights of creditors and may be limited by general principles of equity which permit the exercise of judicial discretion. All financial statements of the Borrower delivered to Lender are complete and correct, in all material respects, and have been prepared in accordance with generally accepted accounting principles, consistently applied. The financial statements of the Borrower dated prior hereto ("Prior Financial Statements") delivered to the Lender are complete and correct, in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied and no material adverse change in the condition of the Borrower, financial or otherwise, has occurred since the date of said Prior Financial Statements, except as has been disclosed to the Lender in writing. The Borrower has not made investments, guarantees or advances or incurred liabilities except (i) for investments or advances to other entities in the ordinary course of business and (ii) as disclosed in said Prior Financial Statements. The Borrower has good title to its assets and properties, including specifically all of its tax and/or assessment revenues, collections and receivables, free and clear of all liens or adverse claims, except as (i) disclosed in said Prior Financial Statements, and (ii), expressly approved by Lender in writing. The Borrower has filed all Federal and State income tax returns required to be filed as of the date of this Agreement, or has filed extension related thereto, and has paid all taxes or assessments related to said returns. The Borrower is not in default in any material respect under any contract, agreement or instrument to which Borrower is a party or by which Borrower may be bound, and the Borrower is in compliance with all applicable laws and regulations. No fact exists, including but not limited to any reportable event or prohibited transaction [as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")] which might constitute grounds for termination of any plan of Borrower or appointment of a trustee to administer such plan. The Borrower does not own any "margin security" or "margin stock" as defined in Regulations U or X of the Board of Governors of the Federal Reserve System. The Borrower has all patents, licenses, trademarks, franchises, or the like necessary to conduct its business and is not aware of any conflict with the rights of others. Neither this Agreement nor any other information furnished by the Borrower to the Lender contains any untrue statement of a material fact or omits a fact necessary to make the statements not misleading. Guarantor makes the same warranties and representations as described above with respect to Guarantor.

Section 3. Reporting Requirements. Borrower and Guarantor will deliver or cause to be delivered to Lender, the following reports:

Section 4. Affirmative Covenants. Borrower will comply with all statutes and government regulations and will pay all taxes, assessments, governmental charges, claims for labor and the like except as same are disputed or contested by Borrower in good faith. The Borrower will maintain its existence as a limited liability company of the State of Texas and will maintain good standing with the State of Texas and the Texas Comptroller, and will maintain its properties in good and workable condition at all times. The Borrower will perform all obligations under this Agreement, and under all indentures, agreements and contracts by which the Borrower is bound. Borrower shall at all times maintain a Minimum Tangible Net Worth equal to or greater than $0.00, which shall be monitored quarterly. For purposes hereof, Tangible Net Worth shall include Net Equity plus Subordinated Loans and cash assets (or other collateral approved by the Lender and on which the Lender has a first priority lien) less Goodwill and other intangible assets. Capitalized terms not otherwise defined herein shall be defined according to GAAP.

Section 5. Negative Covenants. Unless with prior written consent of the Lender, the Borrower shall not create or permit to exist any lien, encumbrance or pledge of any kind on any of the Collateral defined in the Security Agreement (unless expressly permitted thereby), nor shall it incur any indebtedness other than the Note or any contingent liability, or assume or guarantee in any manner any indebtedness of third parties.

Section 6. Default and Remedies. In the event Borrower fails to pay any indebtedness when due (including indebtedness under this Agreement or any other indebtedness owed to Lender), fails to perform any and all of the foregoing agreements or agreements contained in any note, or other agreement or document executed in connection with the loans made hereunder, any representation or warranty proves to have been untrue in any material respect, files or permits to be filed any action pursuant to State or Federal laws of bankruptcy or receivership, or permits a monetary judgment against the Borrower to remain undischarged for a period in excess of thirty (30) days unless appealed or otherwise secured, Lender shall have the option, subject to all applicable notice requirements set forth herein, to elect not to fund additional loans to Borrower and/or to declare all indebtedness of the Borrower immediately due and payable. The Borrower expressly waives presentment, demand, protest, notice of protest, or other notice of dishonor of any kind including, without limitation, notice of intent to accelerate and notice of acceleration. Borrower waives notice of default and notice of presentment or acceleration or intent to accelerate or any other such notice. Though Borrower expressly waives any manner or requirement of notice (including notice of default, notice of presentment, notice of acceleration or intent to accelerate) as a defense to Borrower’s performance of any obligations or enforcement of any Lender remedies hereunder, Lender agrees to provide Borrower notice of Lender’s intention to take action upon a Default and Borrower shall have seven (7) days to cure such Default.

Section 7. Miscellaneous.

Section 8. Special Provision. During the term of the Note, Borrower shall maintain adequate liability and property insurance in amounts and with carriers as approved and directed by Lender, with Lender listed as a “Lender’s Loss Payee”.

If this evidences your understanding of the agreements herein, please execute in the space provided.

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{Signature Pages Follow}

ACCEPTED AND AGREED TO EFFECTIVE THE 7th DAY OF SEPTEMBER, 2021.

	GUARANTOR:
	SMG INDUSTRIES, INC.,
	a Delaware corporation
	By:	/s/ Allen R. Parrott
		Allen R. Parrott, Chief Financial Officer
	Guarantor’s Address for Notice:
	710 Post Oak Road Houston, Texas 77024

Exhibit A

COMMERCIAL PROMISSORY NOTE

FOR VALUE RECEIVED and WITHOUT GRACE, on the dates, and in the amounts so herein stipulated, the undersigned, 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, located at 4090 North US Highway 79, Palestine, Texas 75801-7065 (hereinafter called “Maker”, whether one or more, jointly and severally), promises to pay to the order of AMERISOURCE FUNDING, INC., a Texas corporation (“Payee”) at its banking quarters located at 7225 Langtry Street, Houston, Texas 77040, in coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, the principal sum of TWELVE MILLION SEVEN HUNDRED AND FORTY THOUSAND AND 00/100 DOLLARS ($12,740,000.00), together with accrued interest on the principal amount hereof remaining unpaid from time to time, computed from the date hereof until maturity at a per annum rate, calculated on the basis of a three hundred sixty (360) day year [except for calculation of the Maximum Rate, which will be calculated on the basis of a three hundred sixty five (365) or three hundred sixty six (366) day year, as the case may be] (fixed), equal to the lesser of (i) or (ii) as follows:

which interest rate is further limited and controlled by the provisions of this Note hereinafter set forth. The term “Maximum Rate”, as used herein, shall mean, on any day, the highest non-usurious rate of interest (if any) permitted by applicable law on such day. For purposes of the Texas Finance Code, as it may from time to time be amended, the Maximum Rate shall be referred to in and determined under the Texas Finance Code, from time to time in effect; provided, however, that to the extent permitted by applicable law, Payee reserves the right to change, from time to time by further notice and disclosure to Maker, the ceiling on which the Maximum Rate is based under the Texas Finance Code; and, provided further, that the “highest non-usurious rate of interest permitted by applicable law” for purposes of this Note shall not be limited to the applicable rate ceiling under the Texas Finance Code if federal laws or other state laws now or hereafter in effect and applicable to this Note (and the interest contracted for, charged and collected hereunder) shall permit a higher rate of interest.

This Note is payable as follows, to-wit:

Monthly payments of interest only shall be due and payable beginning October 01, 2021, and continuing thereafter on the same day of each succeeding calendar month through October 01, 2022, followed by monthly payments of principal and interest in an amount sufficient to fully amortize the unpaid principal balance at that time over the remainder of the term, due and payable on the same day of each succeeding calendar month, and continuing until September 7, 2026 (the “Maturity Date”), at which time all unpaid principal and all accrued and unpaid interest shall be due and payable in full. Notwithstanding the above, the interest payments shall be paid in kind and added to the outstanding balance of the loan until the earlier of the Second Closing or October 31, 2021

THE WRITTEN LOAN 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.

As used in this Note, the following terms shall have the respective meanings indicated below:

"Event of Default" shall have the meaning given to such term in the Loan Agreement and the other Loan Documents.

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

“Guaranty Agreement” (whether one or more) means the Guaranty Agreement(s) of even date herewith executed by Guarantor and any Guaranty Agreement(s) executed hereafter by any Other Liable Party, in connection with the Guaranteed Indebtedness as defined therein.

“Loan Documents” means this Note, Security Agreement, Pledge Agreement, Guaranty Agreement, and every other document executed in connection with this Note by Maker or any Other Liable Party, and all modifications or extensions of any of the foregoing.

“Other Liable Party” means any co-maker, drawer, acceptor, endorser, guarantor, surety, accommodation party, or other person now or hereafter primarily or secondarily liable upon or for payment of all or any part of this Note.

“Security Agreement” (whether one or more) means that certain Security Agreement (however titled) of even date herewith executed by Maker and Payee, and any Security Agreement(s) executed hereafter by any Other Liable Party, covering the property described therein.

This Note is entitled to the benefits and security afforded by the Security Agreement, and Guaranty Agreement.

All regularly scheduled payments of the indebtedness evidenced by this Note shall be applied first against late fees, then against any accrued but unpaid interest then due and payable hereunder, and then to the principal amount then due and payable. All partial prepayments shall be applied toward the payment of principal installments in the inverse order of maturity. All non-regularly scheduled payments (including payments received by the holder hereof during the existence of any Event of Default) shall be applied to such indebtedness in such order and manner as the holder of this Note may from time to time determine in its sole discretion. In the event a regularly scheduled payment under this Note is required to be made on the 29th, 30th, or 31st day of the month (the “due date”), the regularly scheduled payment date shall be the last day of the month that does not have such corresponding due date.

Maker shall have the right to prepay this Note at any time and from time to time, in whole or in part, without penalty. All prepayments shall include accrued and unpaid interest to the date of payment.

All payments and prepayments of principal of or interest on this Note shall be made in lawful money of the United States of America in immediately available funds, at the address designated by Payee, or such other place as the holder of this Note shall designate in writing to Maker. If any payment of principal of or interest on this Note shall become due on a day which is not a Business Day (as hereinafter defined), such payment shall be made on the next succeeding Business Day and any such extension of time shall be included in computing interest in connection with such payment. As used herein, the term "Business Day" shall mean any day other than a Saturday, Sunday or any other day on which national banks in Texas are authorized to be closed. The books and records of Payee shall be prima facie evidence of all outstanding principal of and accrued and unpaid interest on this Note.

It is agreed that time is of the essence of this Note and the other Loan Documents. It is especially agreed that if default shall be made in any payment due hereon, either principal or interest, or if there is a default in any of the terms, covenants or provisions set forth in any of the Loan Documents then, after any applicable cure period (if any), the holder hereof may, at holder’s option, (a) declare the entire unpaid principal of and accrued interest on this Note immediately due and payable without demand, presentment for payment, notice of dishonor, notice of nonpayment, protest, notice of protest, notice of intent to accelerate, notice of acceleration, notice of intent to foreclose, notice of foreclosure, or any other demand or notice (except for any notices specifically required by this Note or any other Loan Instrument), all of which are expressly waived by Maker and each Other Liable Party, and upon such declaration, the unpaid principal balance of this Note and all accrued interest shall at once become due and payable; (b) foreclose or otherwise enforce all liens or security interests securing payment hereof, or any part hereof, (c) offset against this Note any sum or sums owed by the holder hereof to Maker or any Other Liable Party; and/or (d) take any and all other actions available to the holder hereof under this Note and/or the other Loan Documents at law, in equity or otherwise. Failure of the holder hereof to exercise any of the foregoing options shall not constitute a waiver of the right to exercise the same upon another default. Any sum, principal or interest, payable under this Note which is not paid when due shall bear interest from the date such payment is due until paid at the Maximum Rate, or if no Maximum Rate is established by applicable law, then at the Applicable Rate plus five percent (5%) per annum.

If the holder hereof expends any effort in any attempt to enforce payment of all or any part or installment of any sum due the holder hereunder, or if this Note is placed in the hands of an attorney for collection, or if it is collected through any legal proceedings, Maker agrees to pay all costs, expenses, and fees incurred by the holder, including all reasonable attorneys' fees in the event that the holder is held to be the prevailing party in such legal proceedings.

If the holder hereof has not received the full amount of any installment payment at the end of the 10th day after it is due, Maker agrees to pay a late charge to the holder. The amount of the late charge will be five percent (5%) of the amount of the overdue installment payment. Maker agrees to pay the late charge promptly. The late charge will be charged only one time with respect to any late installment payment.

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. THIS NOTE IS PERFORMABLE IN HARRIS COUNTY, TEXAS.

WAIVER OF JURY TRIAL: MAKER HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN THE EVENT SUIT IS FILED TO ENFORCE THE TERMS HEREOF.

Maker and each Other Liable Party, jointly and severally waive 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 all other formalities of any kind, and consent to all extensions without notice for any period or periods of time and partial payments, before or after maturity, and any impairment of any collateral securing this Note, all without prejudice to the holder. The holder shall similarly have the right to deal in any way, at any time, with one or more of the foregoing parties without notice to any other party, and to grant any such party any extensions of time for payment of any of said indebtedness, or to release or substitute part or all of the collateral securing this Note, or to grant any other indulgences or forbearances whatsoever, without notice to any other party and without in any way affecting the personal liability of any party hereunder.

It is further agreed that Maker grants to Payee or any other holder hereof a first lien and security interest on (and the express right of setoff against) all deposits and other sums at any time credited by or due from Payee or any other holder hereof to Maker, or any endorser, surety or guarantor hereof as collateral security for the payment of this Note, and Payee or other holder hereof, at its option, may at any time, without notice and without any liability, hold all or any part of any such deposits or other sums until all sums owing on this Note have been paid in full and/or apply or set off all or any part of any such deposits or other sums credited by or due from Payee or any other holder hereof to or against any sums due on this Note in any manner and in any order of preference which Payee or other holder hereof, at its sole discretion, chooses.

It is the intention of the parties hereto to comply with the usury laws of the State of Texas and of the United States of America. The parties hereto do not intend to contract for, charge or receive any interest or other charge that is usurious, and by execution of this Note, Maker agrees that Payee has no such intent. This Note, the other Loan Documents, and all other agreements between Maker and Payee or any other holder hereof, which are now existing or hereafter arising, whether written or oral, are hereby expressly limited so that in no event whatsoever, whether by reason of acceleration of maturity hereof, or otherwise, shall the amount paid, or agreed to be paid, to Payee or any other holder hereof for the use, forbearance or detention of the money to be due hereunder or otherwise, or for the payment or performance of any covenant or obligation contained herein or in any other document evidencing, securing, or pertaining to the indebtedness evidenced hereby, exceed the Maximum Rate. If from any circumstance whatsoever fulfillment of any provisions hereof or other document, at the time performance of such provisions shall be due, shall involve transcending the valid limits prescribed by law, then, ipso facto, the obligation to be fulfilled shall be reduced to the Maximum Rate, and if from any such circumstance Payee or any other holder shall ever receive as interest or otherwise an amount which will exceed the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing hereunder or on account of any other principal indebtedness of Maker to the holder and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal hereof and such other indebtedness, such excess shall be refunded to Maker. All sums paid and agreed to be paid to Payee or any other holder for use, forbearance or detention of the indebtedness of Maker shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the periods until payment in full of this Note (or any renewals, extensions and rearrangements hereof) so that the actual rate of interest on account of this indebtedness evidenced by this Note is uniform throughout the term of this Note (and all renewals, extensions and rearrangements hereof) and does not exceed the Maximum Rate. The terms and provisions of this paragraph shall control and supersede any other provisions of this Note.

If at any time the Applicable Rate exceed the Maximum Rate, then interest hereon shall accrue at the Maximum Rate. If the Applicable Rate should then subsequently decrease to a level less than the Maximum Rate or if the Maximum Rate applicable to this Note should then subsequently be increased to a level which would be greater than the Applicable Rate, then, in either case, the interest hereon shall thereafter accrue at a rate equal to the applicable Maximum Rate until the aggregate amount of interest accrued through the term of this Note equals the aggregate amount of interest which would have accrued at the Applicable Rate without regard to any usury limit, at which time interest hereon shall again accrue at the Applicable Rate.

If at maturity or final payment of this Note the total amount of interest accrued under the foregoing provisions is less than the total amount of interest which would have accrued if the Applicable Rate had at all times been in effect, then Maker shall pay Payee the amount by which (i) the lesser of (a) the amount of interest which would have accrued on this Note if the Maximum Rate had at all times been in effect or (b) the amount of interest which would have accrued if the Applicable Rate had at all times been in effect, exceeds (ii) the amount of interest paid by Maker to Payee in accordance with the other provisions of this Note.

Any check, draft, money order or other instrument given in payment of all or any part hereof or on any part of the indebtedness may be accepted by the holder hereof and handled in collection in a customary manner, but same shall not constitute payment hereof or of the indebtedness or diminish any rights of Payee, except to the extent that actual cash proceeds of such instrument are unconditionally received by Payee.

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If Maker is not a natural person, the individual signing below warrants and represents that s/he has the requisite authority to bind the entity on whose behalf s/he signs.

	5J TRUCKING, LLC,
	a Texas limited liability company
	By:
		Allen R. Parrott
	Title:	Manager

	5J OILFIELD SERVICES, LLC,
	a Texas limited liability company
	By:
		Allen R. Parrott
	Title:	Manager

	5J SPECIALIZED, LLC,
	a Texas limited liability company
	By:
		Allen R. Parrott
	Title:	Manager

	5J BROKERAGE, LLC,
	a Texas limited liability company
	By:
		Allen R. Parrott
	Title:	Manager

	5J TRANSPORTATION,
	a Texas limited liability company
	By:
		Allen R. Parrott
	Title:	Manager

Exhibit 10.22

SECURITY AGREEMENT

5J TRUCKING, LLC, a Texas limited liability company, 5J OILFIELD SERVICES, LLC, a Texas limited liability company, and 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 (“Debtor”, whether one or more, jointly and severally), and AMERISOURCE FUNDING, INC., A TEXAS CORPORATION (“Secured Party”) agree, effective September 07, 2021, as follows:

The parties acknowledge that Debtor (also as the “Borrower”), has executed one or more promissory notes payable to the order of Secured Party in the original face amount of $12,740,000.00 (collectively, the “Note”). The parties further acknowledge that to secure Borrower’s obligations under the Note, and Debtor’s obligations under this Agreement, Debtor has agreed to grant Secured Party a security interest as provided below and that the parties desire to set forth more fully the terms of their understanding in this Agreement.

To secure Debtor’s Obligations (as defined in Paragraph 3 below), Debtor grants to Secured Party a security interest in the Collateral (as defined in Paragraph 4 below).

For purposes of this Agreement, “Obligations” means any and all debts, obligations, and liabilities of Borrower and Debtor to Secured Party, including but not limited to those arising out of, or relating in any way to the Note, any Deed of Trust, any guaranties, and any obligations of Debtor to Secured Party pursuant to this Agreement, whether existing or arising after the date of this Agreement, including but not limited to the Guaranty, if any; whether voluntary or involuntary; whether jointly owned with others; whether direct or indirect; or whether absolute or contingent; and whether or not from time to time amended, modified, extended, increased, decreased, extinguished, created, or incurred.

For purposes of this Agreement, “Collateral” means all assets, including:

As a material inducement to Secured Party under this Agreement, Debtor represents and warrants that the following are and shall remain true and correct:

Debtor is the owner of all right, title, and interest in the Collateral free and clear of all liens, encumbrances, and security interests, except the security interest created by this Agreement.

All information that Debtor has provided to Secured Party concerning the Collateral is true and correct in all material respects.

No defenses, offsets, claims, or counterclaims exist against Debtor that may be asserted against Secured Party in any proceeding to enforce Secured Party’s rights in the Collateral.

The execution, delivery, and performance of this Agreement by Debtor is not in violation of any applicable law or regulation or contractual obligation of Debtor.

The liens granted to Secured Party under this Agreement will constitute a first and exclusive priority lien on the Collateral on the filing of a UCC-1 Financing Statement and Debtor’s grant of such lien to Secured Party does not constitute a fraudulent conveyance under any applicable law. Any landlord’s lien and other lien in favor of Borrower are hereby subordinated.

Debtor is duly organized, validly existing, and in good standing under the laws of the State of Texas.

Debtor has been duly authorized to execute and deliver this Agreement, which is a valid and binding obligation of Debtor.

All of the Debtor’s representations and warranties contained in this Agreement shall survive its execution until all Obligations are satisfied.

Contemporaneously with the execution of this Agreement, Secured Party shall file one or more UCC-1 Financing Statements to enable Secured Party to perfect Secured Party’s security interest in the Collateral. Debtor agrees also to execute, file, and record such other statements, notices, and agreements, take such action and obtain such certificates and documents, in accordance with all applicable laws, statutes, and regulations as may be necessary or advisable to perfect, evidence, and continue Secured Party’s security interest in the Collateral. Debtor must maintain insurance on the Collateral of at least $12,740,000.00, in the form and substance as required in Secured Party’s reasonable discretion, and Debtor shall cause Secured Party to be designated as an additional insured on such Policy(ies).

Debtor shall not, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (a) sell, offer to sell, or otherwise transfer the Collateral except in the ordinary course of business, or (b) pledge, mortgage, encumber, or otherwise permit the Collateral to be subject to any lien, security interest, or charge, other than the security interest created by this Agreement.

Debtor shall comply with all laws, statutes, and regulations pertaining to the Collateral.

Debtor shall pay when due all taxes, assessments, and liens with regard to the Collateral. Debtor may withhold any such payment or may elect to contest any lien if Debtor is conducting appropriate proceedings in good faith to contest the obligation to pay and so long as Secured Party’s interest is not jeopardized.

The Debtor shall notify the Secured Party in writing of a change in the Debtor’s name, identity, or corporate structure within ten (10) days after the change. The Debtor shall also cooperate with the Secured Party to enable the Secured Party to file either a new UCC-1 Financing Statement or an amendment to the existing UCC-1 Financing Statement to reflect the change and to continue the Secured Party’s security interest in the Collateral.

The Debtor shall supply, or cause to be supplied to Secured Party, the following financial reports, along with any other financial reports requested by Secured Party:

Debtor irrevocably appoints Secured Party as Debtor’s attorney in fact to do any act that Debtor is obligated to do pursuant to this Agreement to preserve or protect the Collateral and to preserve, protect, or establish Secured Party’s lien on the Collateral. Debtor further irrevocably appoints Secured Party to exercise such rights and powers as Debtor might exercise with respect to the Collateral following an Event of Default, as defined below. These powers shall include without limitation the right to:

Any of the following events or conditions shall constitute an Event of Default by Debtor under this Agreement:

On the occurrence of an Event of Default, Secured Party:

All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy.

Debtor expressly waives any constitutional or other right to a judicial hearing prior to the time Secured Party takes possession or disposes of the Collateral on an Event of Default as provided in Paragraph 8 above.

Secured Party shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right.

Each party shall, on the request of the other, execute, acknowledge, and deliver to the other any instrument that may be required to accomplish the intent of this Agreement. Each party agrees to cooperate to effectuate the intent of this Agreement and shall take all appropriate action necessary or useful in doing so.

Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties.

Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (a) on the date of personal service on the parties, (b) on the third business day after mailing, if the document is mailed by registered or certified mail, (c) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or (d) on the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

The provisions of this Agreement may be modified at any time by written agreement of the parties. Any such agreement made after the date of this Agreement shall be ineffective to modify this Agreement in any respect unless in writing and signed by Secured Party.

If the services of an attorney are required by Secured Party to secure the performance of this Agreement or otherwise on the breach or default of this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation to this Agreement, Secured Party shall be entitled to reasonable attorney fees, costs, and other expenses, in addition to any other relief to which Secured Party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

If the services of an attorney are required by any party to enforce a judgment rendered in connection with this Agreement, the judgment creditor shall be entitled to reasonable attorney fees, costs, and other expenses, and such fees, costs, and expenses shall be recoverable as a separate item. This provision shall be severable from all other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into the judgment.

All paragraph captions are for reference only and shall not be considered in construing this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement that can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of the State of Texas, excluding its conflict of laws rules.

Debtor agrees that any actions arising under this Agreement shall be heard and resolved exclusively in the courts in Harris County, Texas.

This document and its exhibits constitute the entire agreement between the parties, all oral agreements being merged in this Agreement, and supersede all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement or its exhibits.

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 ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY). EACH PARTY HERETO 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 DEBTOR ACKNOWLEDGES THAT SECURED PARTY HAS BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS JURY TRIAL WAIVER SECTION.

DEBTOR WAIVES ITS 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 DEBTOR’S OWN SELECTION, DEBTOR VOLUNTARILY CONSENTS TO THIS WAIVER.

[Remainder of Page Intentionally Left Blank]

{Signature Pages Follow}

	SECURED PARTY:
	AMERISOURCE FUNDING, INC.,
	a Texas corporation
	By:	/s/ Joseph L. Page
		Signature of Authorized Representative
	Printed Name:	Joseph L. Page
	Title:	EVP and General Counsel

	DEBTOR:
	5J TRUCKING, LLC,
	a Texas limited liability company
	By:	/s/ Allen R. Parrott
		Allen R. Parrott
	Title:	Manager

	5J OILFIELD SERVICES, LLC,
	a Texas limited liability company
	By:	/s/ Allen R. Parrott
		Allen R. Parrott
	Title:	Manager

	5J SPECIALIZED, LLC,
	a Texas limited liability company
	By:	/s/ Allen R. Parrott
		Allen R. Parrott
	Title:	Manager

	5J BROKERAGE, LLC,
	a Texas limited liability company
	By:	/s/ Allen R. Parrott
		Allen R. Parrott
	Title:	Manager

	5J TRANSPORTATION,
	a Texas limited liability company
	By:	/s/ Allen R. Parrott
		Allen R. Parrott
	Title:	Manager

Exhibit 10.23

PLEDGE AGREEMENT

(Security Agreement for Guaranty)

SMG INDUSTRIES, INC, a Delaware corporation (“Debtor), and AMERISOURCE FUNDING, INC., a Texas corporation (“Secured Party”) agree, effective September 07, 2021, as follows:

The parties acknowledge that 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 (the “Borrower”, whether one or more, jointly and severally), has executed one or more promissory notes payable to the order of Secured Party in the original principal amount of $12,740,000.00 (collectively, the “Note”), and Debtor (also as the “Guarantor”) has executed a Guaranty Agreement to secure Borrower’s obligations under the Note. The parties further acknowledge that to secure Guarantor’s obligations under the Note, and the Guaranty Agreement, and Debtor’s obligations under this Agreement, Debtor has agreed to grant Secured Party a security interest as provided below and that the parties desire to set forth more fully the terms of their understanding in this Agreement.

To secure Debtor’s Obligations (as defined in Paragraph 3 below), Debtor grants to Secured Party a security interest in the Collateral (as defined in Paragraph 4 below).

For purposes of this Agreement, “Obligations” means any and all debts, obligations, and liabilities of Borrower and Debtor to Secured Party, including but not limited to those arising out of, or relating in any way to the Note, any Deed of Trust, any guaranties, and any obligations of Debtor to Secured Party pursuant to this Agreement, whether existing or arising after the date of this Agreement, including but not limited to the Guaranty, if any; whether voluntary or involuntary; whether jointly owned with others; whether direct or indirect; or whether absolute or contingent; and whether or not from time to time amended, modified, extended, increased, decreased, extinguished, created, or incurred.

For purposes of this Agreement, “Collateral” means all assets, including:

As a material inducement to Secured Party under this Agreement, Debtor represents and warrants that the following are and shall remain true and correct:

Except as otherwise disclosed to Secured Party, Debtor is the owner of all right, title, and interest in the Collateral free and clear of all liens, encumbrances, and security interests, except the security interest created by this Agreement.

All information that Debtor has provided to Secured Party concerning the Collateral is true and correct in all material respects.

No defenses, offsets, claims, or counterclaims exist against Debtor that may be asserted against Secured Party in any proceeding to enforce Secured Party’s rights in the Collateral.

The execution, delivery, and performance of this Agreement by Debtor is not in violation of any applicable law or regulation or contractual obligation of Debtor.

The liens granted to Secured Party under this Agreement will constitute a first priority lien on the Collateral on the filing of a UCC-1 Financing Statement and Debtor’s grant of such lien to Secured Party does not constitute a fraudulent conveyance under any applicable law. Any landlord’s lien and other lien in favor of Borrower are hereby subordinated.

Debtor is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

Debtor has been duly authorized to execute and deliver this Agreement, which is a valid and binding obligation of Debtor.

All of the Debtor’s representations and warranties contained in this Agreement shall survive its execution and until all Obligations are satisfied.

Contemporaneously with the execution of this Agreement, Secured Party shall file one or more UCC-1 Financing Statements to enable Secured Party to perfect Secured Party’s security interest in the Collateral. Debtor agrees also to execute, file, and record such other statements, notices, and agreements, take such action and obtain such certificates and documents, in accordance with all applicable laws, statutes, and regulations as may be necessary or advisable to perfect, evidence, and continue Secured Party’s security interest in the Collateral. Debtor, Guarantor or an affiliate of either party, must maintain insurance on the Collateral, in the amounts, form and substance as required in Secured Party’s reasonable discretion, and Debtor shall cause Secured Party to be designated as an additional insured on such Policy(ies).

Debtor shall not, without the prior written consent of Secured Party, which consent shall not be unreasonably withheld, (a) sell, offer to sell, or otherwise transfer the Collateral except in the ordinary course of business, or (b) pledge, mortgage, encumber, or otherwise permit the Collateral to be subject to any lien, security interest, or charge, other than the security interest created by this Agreement.

Debtor shall comply with all laws, statutes, and regulations pertaining to the Collateral.

Debtor shall pay when due all taxes, assessments, and liens with regard to the Collateral. Debtor may withhold any such payment or may elect to contest any lien if Debtor is conducting appropriate proceedings in good faith to contest the obligation to pay and so long as Secured Party’s interest is not jeopardized.

The Debtor shall notify the Secured Party in writing of a change in the Debtor’s name, identity, or corporate structure within ten (10) days after the change. The Debtor shall also cooperate with the Secured Party to enable the Secured Party to file either a new UCC-1 Financing Statement or an amendment to the existing UCC-1 Financing Statement to reflect the change and to continue the Secured Party’s security interest in the Collateral.

The Debtor shall supply, or cause to be supplied to Secured Party, the following financial reports, along with any other financial reports requested by Secured Party:

Debtor irrevocably appoints Secured Party as Debtor’s attorney in fact to do any act that Debtor is obligated to do pursuant to this Agreement to preserve or protect the Collateral and to preserve, protect, or establish Secured Party’s lien on the Collateral. Debtor further irrevocably appoints Secured Party to exercise such rights and powers as Debtor might exercise with respect to the Collateral following an Event of Default, as defined below. These powers shall include without limitation the right to:

Any of the following events or conditions shall constitute an Event of Default by Debtor under this Agreement:

On the occurrence of an Event of Default, Secured Party:

All of Secured Party’s rights and remedies, whether evidenced by this Agreement or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Secured Party to pursue any remedy shall not exclude pursuit of any other remedy.

Debtor expressly waives any constitutional or other right to a judicial hearing prior to the time Secured Party takes possession or disposes of the Collateral on an Event of Default as provided in Paragraph 8 above.

Secured Party shall not be deemed to have waived any rights under this Agreement unless such waiver is in writing and signed by Secured Party. No delay or omission on the part of Secured Party in exercising any right shall operate as a waiver of such right or any other right.

Each party shall, on the request of the other, execute, acknowledge, and deliver to the other any instrument that may be required to accomplish the intent of this Agreement. Each party agrees to cooperate to effectuate the intent of this Agreement and shall take all appropriate action necessary or useful in doing so.

Subject to the provisions otherwise contained in this Agreement, this Agreement shall inure to the benefit of and be binding on the successors and assigns of the respective parties.

Any notice under this Agreement shall be in writing, and any written notice or other document shall be deemed to have been duly given (a) on the date of personal service on the parties, (b) on the third business day after mailing, if the document is mailed by registered or certified mail, (c) one day after being sent by professional or overnight courier or messenger service guaranteeing one day delivery, with receipt confirmed by the courier, or (d) on the date of transmission if sent by telegram, telex, telecopy, or other means of electronic transmission resulting in written copies, with receipt confirmed. Any such notice shall be delivered or addressed to the parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this provision. Failure to conform to the requirement that mailings be done by registered or certified mail shall not defeat the effectiveness of notice actually received by the addressee.

The provisions of this Agreement may be modified at any time by written agreement of the parties. Any such agreement made after the date of this Agreement shall be ineffective to modify this Agreement in any respect unless in writing and signed by Secured Party.

If the services of an attorney are required by Secured Party to secure the performance of this Agreement or otherwise on the breach or default of this Agreement, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement or the rights and duties of any person in relation to this Agreement, Secured Party shall be entitled to reasonable attorney fees, costs, and other expenses, in addition to any other relief to which Secured Party may be entitled. Any award of damages following judicial remedy or arbitration as a result of the breach of this Agreement or any of its provisions shall include an award of prejudgment interest from the date of the breach at the maximum amount of interest allowed by law.

If the services of an attorney are required by any party to enforce a judgment rendered in connection with this Agreement, the judgment creditor shall be entitled to reasonable attorney fees, costs, and other expenses, and such fees, costs, and expenses shall be recoverable as a separate item. This provision shall be severable from all other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into the judgment.

All paragraph captions are for reference only and shall not be considered in construing this Agreement.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement that can be given effect without the invalid provision shall continue in full force and effect and shall in no way be impaired or invalidated.

The rights and obligations of the parties and the interpretation and performance of this Agreement shall be governed by the law of the State of Texas, excluding its conflict of laws rules.

Debtor agrees that any actions arising under this Agreement shall be heard and resolved exclusively in the courts in Harris County, Texas.

This document and its exhibits constitute the entire agreement between the parties, all oral agreements being merged in this Agreement, and supersede all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement or its exhibits.

12.11 WAIVER OF JURY TRIAL

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 ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY). EACH PARTY HERETO 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 DEBTOR ACKNOWLEDGES THAT SECURED PARTY HAS BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS JURY TRIAL WAIVER SECTION.

12.12 WAIVER OF CONSUMER RIGHTS.

DEBTOR WAIVES ITS 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 DEBTOR’S OWN SELECTION, DEBTOR VOLUNTARILY CONSENTS TO THIS WAIVER.

[Remainder of Page Intentionally Left Blank]

{Signature Pages Follow}

	SECURED PARTY:
	AMERISOURCE FUNDING, INC.,
	a Texas corporation
	By:	/s/ Joseph L. Page
		Signature of Authorized Representative
	Printed Name:	Joseph L. Page
	Title:	EVP and General Counsel

	DEBTOR:
	SMG INDUSTRIES, INC.,
	a Delaware corporation
	By:	/s/ Allen R. Parrott
		Allen R. Parrott, Chief Financial Officer

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’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