RECITALS:

EXHIBIT 10.5

THIS GUARANTEE (this “Guarantee”) is dated October 20, 2014 and made between:

RECITALS:

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Guarantor agrees as follows:

Article 1 – Guarantee

The Guarantor irrevocably and unconditionally guarantees to and in favor of the Vendors and the Agent by way of a continuing guarantee, the due and punctual payment and performance, whether at stated maturity, by acceleration or otherwise, of all liabilities and obligations of the Corporation to the Vendors and the Agent or any one of them arising pursuant to or in connection with the terms and conditions, and in respect of, the Promissory Note (such obligations, the “Guaranteed Obligations”).

If any or all of the Guaranteed Obligations are not paid or performed by the Corporation and are not paid or performed by the Guarantor under Section 1.1, for any reason whatsoever, the Guarantor will, as a separate and distinct obligation, indemnify and save harmless each of the Vendors and the Agent from and against all losses, costs and expenses suffered or incurred by such Vendor or Agent arising from, or in connection with, or as a result of (a) any of the provisions of the Promissory Note being or becoming void, voidable, unenforceable or invalid, or (b) the failure of the Corporation to fully and promptly pay or perform any of the Guaranteed Obligations.

If any or all of the Guaranteed Obligations are not paid or performed by the Corporation or a Vendor or the Agent are not indemnified under Section 1.2, in each case, such Guaranteed Obligations will, as a separate and distinct obligation, be paid and performed by the Guarantor as primary obligor promptly upon written demand to the Guarantor by the Agent for such payment or performance.

The Guarantor agrees that the liability of the Guarantor under Section 1.1, Section 1.2 and Section 1.3 is absolute and unconditional and the obligations of the Guarantor in this Guarantee shall remain in full force and effect until all Guaranteed Obligations have been validly and finally and irrevocably paid in full or until this Guarantee has been terminated and released. The liability and obligations of the Guarantor in this Guarantee shall not be affected by any matter or thing which but for this provision might operate to affect such liability or obligations, including:

Article 2 – Enforcement

The obligation of the Guarantor to pay the amount of the Guaranteed Obligations and all other amounts payable by it to the Agent and the Vendors under this Guarantee arises, and the Guarantor shall make such payments, promptly after demand for same is made in writing to it by the Agent, which demand may only be made when such Guaranteed Obligations become due pursuant to the terms and conditions of the Promissory Note.

Any account settled or stated by or among the Vendors, the Agent and the Corporation, or if any such account has not been settled or stated immediately before demand for payment under this Guarantee, any account stated by the Agent shall, in the absence of manifest mathematical error, be accepted by the Guarantor as prima facie evidence of the amount of the Guaranteed Obligations which is due by the Corporation to the Vendors and the Agent or remains unpaid by the Corporation to the Vendors and the Agent.

The liability of the Guarantor bears interest from the date of demand at the rate or rates of interest then applicable to the Guaranteed Obligations under, and calculated in the manner provided in, the Promissory Note (including any adjustment to give effect to the provisions of the Interest Act (Canada)).

The Agent and the Vendors need not seek or exhaust their recourse against the Corporation or any other person or realize on any security interest they may hold in respect of the Guaranteed Obligations before being entitled to (a) enforce payment and performance under this Guarantee, or (b) pursue any other remedy against the Guarantor. Should the Agent or the Vendors elect to realize on any security interest they hold, either before, concurrently with, or after demand for payment under this Guarantee, the Guarantor shall have no right of discussion or division.

The Vendors and the Agent are not prejudiced in any way in the right to enforce any provision of this Guarantee by any act or failure to act on the part of the Corporation, the Vendors or the Agent. The Agent and the Vendors may, at any time and from time to time, in such manner as they may determine is expedient, without any consent of, or notice to, the Guarantor, and without impairing or releasing the obligations of the Guarantor, (a) change the manner, place or terms of payment or change or extend the time of payment of, or renew or alter, all or any part of, the Guaranteed Obligations, (b) renew, determine, vary or increase any credit or credit facilities to, or the terms or conditions in respect of any transaction with, the Corporation or any other person, (c) release, compound or vary the liability of the Corporation or any other person liable in any manner under or in respect of the Guaranteed Obligations, (d) accept compromises or arrangements from any person; (e) exercise or enforce or refrain from exercising or enforcing any right or security interest against the Corporation or any other person, (f) apply any sums from time to time received to the Guaranteed Obligations or any part thereof, and change any such application in whole or in part from time to time, and (g) otherwise deal with, or waive or modify their right to deal with, any person and security interest. In their dealings with the Corporation, the Agent and the Vendors need not enquire into the authority or power of any person purporting to act for or on behalf of the Corporation.

So long as there are any Guaranteed Obligations, the Guarantor shall not exercise any rights which it may at any time have by reason of the performance of any of its obligations under this Guarantee to (a) be indemnified by the Corporation, (b) claim contribution from any other guarantor of the debts, liabilities or obligations of the Corporation, or (c) take the benefit of any rights of the Vendors or the Agent under the Promissory Note.

The Guarantor irrevocably waives any claim, remedy or other right which it now has or may hereafter acquire against the Corporation that arises from the existence, payment, performance or enforcement of the Guarantor’s obligations under this Guarantee, including any right of subrogation, reimbursement, exoneration, indemnification or any right to participate in any claim or remedy of the Vendors or the Agent against the Corporation or any collateral which the Vendors or the Agent now have or hereafter acquire, whether or not such claim, remedy or other right is reduced to judgment or is liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, and whether or not such claim, remedy or other right arises in equity or under contract, statute or common law. The Guarantor further agrees that the Corporation is an intended third party beneficiary of the Guarantor’s waiver contained in this Section 2.8. If any amount is paid to the Guarantor in violation of the preceding sentence and, at such time, the Vendors’ and the Agent’s claims against the Corporation in respect of the Guaranteed Obligations have not been paid in full, any amount paid to the Guarantor will be deemed to have been paid to the Guarantor for the benefit of, and held in trust for, the Vendors and the Agent, and must immediately be paid to the Agent to be credited and applied upon such Guaranteed Obligations. The Guarantor acknowledges that it will receive direct and indirect benefits from the transactions contemplated by this Guarantee and that the waiver set forth in this Section 2.8 is knowingly made in contemplation of such benefits.

To the fullest extent permitted by applicable law, the Guarantor shall make all payments under this Guarantee without regard to any defense, counter-claim or right of set-off available to it.

Any change or changes in the name of or reorganization (whether by way of reconstruction, consolidation, amalgamation, merger, transfer, sale, lease or otherwise) of the Corporation or its business will not affect or in any way limit or lessen the liability of the Guarantor under this Guarantee. This Guarantee extends to any person acquiring, or from time to time carrying on, the business of the Corporation.

The obligations of the Guarantor under Section 1.1 is a continuing guarantee and the obligations of the Guarantor under Section 1.2 and Section 1.3 are continuing obligations. Each of Sections 1.1, 1.2 and 1.3 extends to all present and future Guaranteed Obligations, applies to and secures the ultimate balance of the Guaranteed Obligations due or remaining due to the Agent and the Vendors and is binding as a continuing obligation of the Guarantor until the Guaranteed Obligations are paid in full. This Guarantee will continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Vendors or the Agent upon the insolvency, bankruptcy or reorganization of the Corporation or otherwise, all as though such payment had not been made.

This Guarantee shall remain in full force and effect until the Guaranteed Obligations are fully, finally and indefeasibly paid. Upon payment and performance in full of the Guaranteed Obligations, the Agent shall deliver to the Guarantor such documents as it may reasonably request to evidence such termination.

This Guarantee is in addition and without prejudice to and supplemental to all other guarantees and security interests held or which may hereafter be held by the Vendors or the Agent.

The Agent and each of the Vendors are authorized by the Guarantor at any time and from time to time and may, to the fullest extent permitted by applicable law, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Agent or the Vendors to or for the credit or the account of the Guarantor against any and all of the obligations of the Guarantor now or hereafter existing irrespective of whether or not (a) the Vendors or the Agent have made any demand under this Guarantee, or (b) any of the obligations comprising the Guaranteed Obligations are contingent or unmatured. The Agent and each of the Vendors, as applicable, agree to promptly notify the Guarantor after any such set-off and application made by it provided that the failure to give such notice does not affect the validity of such set-off and application. The rights of the Agent and the Vendors under this Section 2.14 are in addition and without prejudice to and are supplemental to other rights and remedies which the Agent and the Vendors may have.

The Guarantor acknowledges that certain of the rates of interest applicable to the Guaranteed Obligations may be computed on the basis of a year of 360 days or 365 days, as the case may be and paid for the actual number of days elapsed. For purposes of the Interest Act (Canada), whenever any interest is calculated using a rate based on a year of 360 days or 365 days, as the case may be, such rate determined pursuant to such calculation, when expressed as an annual rate is equivalent to (a) the applicable rate based on a year of 360 days or 365 days, as the case may be, (b) multiplied by the actual number of days in the calendar year in which the period for such interest is payable (or compounded) ends, and (c) divided by 360 or 365, as the case may be.

Article 3 – Representations and Warranties

The Guarantor represents and warrants to the Agent and each Vendor, acknowledging and confirming that the Agent and each Vendor is relying on such representations and warranties as follows.

The Guarantor is a corporation incorporated, organized and existing under the laws of the Province of Ontario and is qualified, licensed or registered to carry on business under the laws applicable to it in all jurisdictions in which such qualification, licensing or registration is necessary.

The Guarantor has the corporate power and authority to (a) own, lease and operate its properties and assets and to carry on its business as now being conducted by it, and (b) enter into and perform its obligations under the Guarantee.

The execution and delivery by the Guarantor of the Guarantee and the performance by it of its obligations thereunder do not and will not (a) conflict with or result in a breach or violation of any (i) of its charter documents, bylaws or other organizational documents, (u) shareholders’ agreement, (ii) applicable Law, (iii) contractual restriction binding on or affecting it or its properties, or (iv) judgment, injunction, determination or award which is binding on it, or (b) result in, require or permit the acceleration of the maturity of any debt binding on or affecting the Guarantor.

The execution and delivery by the Guarantor of the Guarantee and the performance by it of its obligations thereunder have been duly authorized by all necessary corporate action. No authorization, consent, approval, registration, qualification, designation, declaration or filing with any governmental entity or other person, is or was necessary in connection with the execution, delivery and performance of obligations by the Guarantor under the Guarantee except as are in full force and effect, unamended, at the date of this Guarantee.

This Guarantee has been duly executed and delivered by the Guarantor and constitute legal, valid and binding obligations of the Guarantor, enforceable against it in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar applicable laws affecting creditors’ rights generally or by general equitable principles affecting the enforcement of contracts.

Article 4 – General

Any notice, consent, waiver or other communication given under this Guarantee must be in writing and may be given by delivering it or sending it by facsimile or other similar form of recorded communication addressed:

with a copy (which shall not constitute notice to the Guarantor) to:

with a copy (which shall not constitute notice to the Agent) to:

Any such communication is deemed to have been delivered and received on the date of personal delivery or transmission by facsimile or other similar permitted form of recorded communication, as the case may be, if such day is a business day and such delivery or transmission was received by the recipient party prior to 5 pm (Toronto time) and otherwise on the next business day. Any party may change its address for service by notice given in accordance with the foregoing and any subsequent communication must be sent to such party at its changed address.

Capitalized terms used in this Guarantee and not otherwise defined have the respective meanings given to them in the Promissory Note.

Any reference in this Guarantee to gender includes all genders and words importing the singular include the plural and vice versa.

The inclusion of a table of contents, the division of this Guarantee into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect or be used in the construction or interpretation of this Guarantee.

All monetary amounts in this Guarantee, unless otherwise specifically indicated, are stated in Canadian currency.

The representations and warranties of the Guarantor in this Guarantee survive the execution and delivery of this Guarantee and notwithstanding any investigation made by or on behalf of the Agent or the Vendors, continue in full force and effect.

Time is of the essence in this Guarantee and the time for performance of the obligations of the Guarantor under this Guarantee may be strictly enforced by the Agent.

This Guarantee shall not be subject to or affected by any promise or condition affecting or limiting the liability of the Guarantor except as expressly set out in this Guarantee. No statement, representation, agreement or promise on the part of the Agent, a Vendor or any officer, employee or agent thereof, unless set out in this Guarantee, forms any part of this Guarantee or has induced its creation or shall be deemed in any way to have affected the liability of the Guarantor.

The Guarantor will do all acts and things and execute and deliver, or cause to be executed and delivered, all documents and instruments that the Agent or any of the Vendors may reasonably request to (a) give full effect to this Guarantee, and (b) to perfect and preserve the rights and powers of the Agent and the Vendors under this Guarantee.

The Guarantor will pay on demand, and will indemnify and save the Agent and the Vendors harmless from, any and all costs and expenses (including reasonable legal fees and expenses) (a) incurred by or on behalf of the Agent and the Vendors in the administration or enforcement of this Guarantee, or (b) with respect to, or resulting from, any failure or delay by the Guarantor in performing or observing any of its obligations under this Guarantee.

This Guarantee may only be amended, supplemented or otherwise modified by written agreement of the Agent and the Guarantor.

This Guarantee is binding upon the Guarantor, its successors and assigns, and inures to the benefit of the Vendors, the Agent and their respective successors and permitted assigns. All rights of the Agent and the Vendors are assignable without any requirement of consent on the part of the Guarantor and in any action brought by an assignee to enforce any such right, the Guarantor shall not assert against the assignee any claim or defense which the Guarantor now has or hereafter may have against the Agent or any of the Vendors. The Guarantor may not assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the Agent.

If any provision of this Guarantee is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable that provision will be severed from this Guarantee and the remaining provisions will continue in full force and effect, without limitation.

This Guarantee is governed by and is to be interpreted, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Each party to this Guarantee irrevocably submits and attorns to the non-exclusive jurisdiction of the courts of Ontario.

This Guarantee may be executed in any number of separate counterparts (including by facsimile or other electronic means) and all such signed counterparts will together constitute one and the same agreement. To evidence its execution of an original counterpart of this Guarantee, a party may send a copy of its original signature on the execution page hereof to the other parties by facsimile or other means of recorded electronic transmission and such transmission with an acknowledgement of receipt shall constitute delivery of an executed copy of this Guarantee to the receiving party.

The Guarantor acknowledges receipt of an executed copy of this Guarantee.

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IN WITNESS WHEREOF the Guarantor has executed and delivered this Guarantee.

Accepted and agreed by the Agent on its own behalf and for and on behalf of each of the Vendors this 20th day of October, 2014.

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