UNCONDITIONAL GUARANTY AND SECURITY AGREEMENT

EXHIBIT 10.5

UNCONDITIONAL GUARANTY AND SECURITY AGREEMENT

This continuing U NCONDITIONAL G UARANTY AND S ECURITY A GREEMENT (this “ Guaranty ”) is entered into as of May 1, 2009, by and among A DEPT T ECHNOLOGY I NTERNATIONAL , L TD . , a California corporation, A DEPT T ECHNOLOGY H OLDINGS , I NC . , a Delaware corporation, A DEPT T ECHNOLOGY C ANADA H OLDING C O . , a Nova Scotia unlimited liability company, and A DEPT T ECHNOLOGY C ANADA C O . , a Nova Scotia unlimited liability company (each, a “ Guarantor ” and collectively, the “ Guarantors ”), in favor of S ILICON V ALLEY B ANK (“ Bank ”). Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement (as defined below).

R ECITALS

A. Concurrently herewith, Bank and Adept Technology, Inc., a Delaware corporation (“ Borrower ”), are entering into that certain Loan and Security Agreement dated as of May 1, 2009 (as amended, restated, or otherwise modified from time to time, the “ Loan Agreement ”) pursuant to which Bank has agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the “ Loans ”), subject to the terms and conditions set forth therein.

B. In consideration of the agreement of Bank to make the Loans to Borrower under the Loan Agreement, Guarantors are willing to jointly and severally guarantee the full payment and performance when due by Borrower of all of Borrower’s Obligations, all as further set forth herein.

C. Guarantors are Subsidiaries of the Borrower and will obtain substantial direct and indirect benefit from the Loans made by Bank to Borrower under the Loan Agreement.

N OW , T HEREFORE , to induce Bank to enter into the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantors hereby jointly and severally represent, warrant, covenant and agree as follows:

A GREEMENT

Section 1. Guaranty .

1.1 In consideration of the foregoing, Guarantors, jointly and severally, hereby irrevocably, absolutely and unconditionally guarantee to Bank the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all Obligations. Guarantors agree that they shall each execute such other documents or agreements and take such action as Bank shall reasonably request to effect the purposes of this Guaranty.

1.2 The obligations of Guarantors under this Guaranty are independent of Borrower’s Obligations and separate actions may be brought against each Guarantor (without regard to whether an action is brought against Borrower or any other Guarantor or whether Borrower or any other Guarantor is joined in the action).

Section 2. Creation of Security Interest.

2.1 To secure the payment and performance of (a) all of the Obligations when due, and (b) all of each Guarantor’s obligations hereunder, each Guarantor hereby grants to Bank a continuing security interest in all of such Guarantor’s right, title and interest in, and to the Collateral (hereinafter defined), whether now owned or hereafter acquired or arising, and all proceeds and products thereof. “ Collateral ” means all of each Guarantor’s right, title and interest in and to the following:

(a) All goods, Accounts, Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, fixtures, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities, financial assets, and all other investment property, and supporting obligations, whether now owned or hereafter acquired, wherever located; and

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(b) all of each Guarantor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, and proceeds (including insurance proceeds) of any or all of the foregoing.

2.2 Guarantors each hereby authorize Bank to file financing statements, without notice to Guarantors, with all appropriate jurisdictions to perfect or protect Bank’s security interest and rights hereunder, including a notice that any disposition of the Collateral by a Guarantor or any other Person shall be deemed to violate the rights of Bank under the Code. Such financing statements may indicate the Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in Bank’s discretion.

2.3 All certificates and all promissory notes and instruments evidencing securities (the “ Pledged Securities ”) shall be delivered to and held by or on behalf of Bank, pursuant hereto. All certificated Pledged Securities shall be listed on
Schedule A hereto and shall be accompanied by duly executed instruments of transfer or assignment undated and in blank, all in form and substance satisfactory to Bank. All uncertificated Pledged Securities shall be subject to a Control Agreement in form and substance satisfactory to Bank.

Section 3. Representations and Warranties. Guarantors hereby represent and warrant that:

(a) Each Guarantor (i) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, as disclosed on the Perfection Certificates; (ii) is duly qualified to do business and is in good standing in every jurisdiction where the nature of its business requires it to be so qualified; (iii) has all requisite power and authority to execute and deliver this Guaranty and each other Loan Document executed and delivered by such Guarantor pursuant to the Loan Agreement or this Guaranty and to perform its obligations thereunder and hereunder; (iv) is a wholly-owned Subsidiary of Borrower; (v) as of the date hereof does not own any Subsidiaries other than as set forth in its Perfection Certificate; and (vi) hereby represents that all information concerning such Guarantor set forth on any Perfection Certificate is accurate and complete in all material respects as of the date hereof.

(b) The execution, delivery and performance by each Guarantor of this Guaranty (i) are within each Guarantor’s powers and have been duly authorized by all necessary action; (ii) do not contravene any Guarantor’s charter documents or, in any material respect any law or any contractual restriction binding on or affecting any Guarantor or by which any Guarantor’s property may be affected; (iii) do not require any authorization or approval or other action by, or any notice to or filing with, any governmental authority or any other Person under any material indenture, mortgage, deed of trust, lease, agreement or other instrument to which any Guarantor is a party or by which any Guarantor or any of its property is bound, except such as have been obtained or made; and (iv) do not result in the imposition or creation of any Lien upon any property of any Guarantor, other than the Liens created pursuant to Section 2 hereof.

(c) This Guaranty is a valid and binding, joint and several obligation of Guarantors, enforceable against each Guarantor in accordance with its terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally.

(d) There is no action, suit or proceeding affecting any Guarantor pending or, to the knowledge of any Responsible Officer (for purposes hereof the reference to Borrower in the definition of “Responsible Officer” shall be deemed a reference to Guarantors), threatened in writing before any court, arbitrator, or governmental authority, domestic or foreign, which may have a material adverse effect on the ability of any Guarantor to perform its obligations under this Guaranty.

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(e) Guarantors’ obligations hereunder are not subject to any offset or defense against Bank or Borrower of any kind.

(f) The incurrence of Guarantors’ obligations under this Guaranty will not cause any Guarantor to (i) become insolvent; (ii) be left with unreasonably small capital for any business or transaction in which such Guarantor is presently engaged or plans to be engaged; or (iii) be unable to pay its debts as such debts mature.

(h) Guarantors have good title to the Collateral, free of Liens except Permitted Liens. Except as reflected in any reserves for obsolete inventory included in the Borrower’s most recent consolidated balance sheet provided to Bank, all Inventory is in all material respects of good and marketable quality, free from material defects. As of the date hereof, no Guarantor has any deposit accounts other than the deposit accounts with Bank and deposit accounts described in such Guarantor’s Perfection Certificate delivered to Bank in connection with the Loan Agreement.

(i) Except as disclosed in the Guarantors’ Perfection Certificates or as approved by Bank in writing, the Collateral is not in the possession of any third party bailee (such as a warehouse). Except as hereafter disclosed to Bank in writing by Guarantors, none of the components of the Collateral shall be maintained at locations other than as provided in Guarantors’ Perfection Certificates. In the event that Guarantors, after the date hereof, intend to store or otherwise deliver any portion of the Collateral to a bailee, then Guarantors will first receive the written consent of Bank and such bailee must acknowledge in writing that the bailee is holding such Collateral for the benefit of Bank.

(j) Guarantors jointly and severally covenant, warrant, and represent to Bank that the security interest granted herein is and shall at all times continue to be a first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Bank’s Lien under this Guaranty)

(k) Guarantors jointly and severally covenant, warrant, and represent to Bank that all representations and warranties contained in this Guaranty shall be true at the time of each Guarantor’s execution of this Guaranty. Guarantors expressly agree that any misrepresentation or breach of any warranty, in any material respect, contained in this Guaranty shall be deemed material hereunder and under the Loan Agreement.

Section 4. General Waivers. Each Guarantor waives:

(a) Any right to require Bank, prior to demanding payment or performance from such Guarantor under this Guaranty, to (i) proceed against Borrower or any other person; (ii) proceed against or exhaust any security or (iii) pursue any other remedy. Bank may exercise or not exercise any right or remedy it has against Borrower or any security it holds (including the right to foreclose by judicial or nonjudicial sale) without affecting any Guarantor’s liability hereunder.

(b) Any defenses based upon any disability or other defense of Borrower or upon the cessation of Borrower’s liabilities.

(c) Any setoff, defense or counterclaim against Bank.

(d) Any defense based upon the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until Borrower’s Obligations to Bank have been paid, no Guarantor has any right of subrogation or reimbursement or other rights against Borrower.

(e) Any right to enforce any remedy that Bank has against Borrower.

(f) Any right to participate in any security held by Bank.

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(g) Any demand for performance, notice of nonperformance or notice of new or additional indebtedness incurred by Borrower to Bank. Each Guarantor is responsible for being and keeping itself informed of Borrower’s financial condition.

(h) The benefit of any act or omission by Bank which directly or indirectly results in or aids the discharge of Borrower from any of the Obligations by operation of law or otherwise.

(i) The benefit of California Civil Code Section 2815 permitting the revocation of this Guaranty as to future transactions and the benefit of California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899 and 1432 with respect to certain suretyship defenses.

Section 5. Covenants . Guarantors jointly and severally covenant and agree to the following:

(a) If any Guarantor shall acquire a commercial tort claim, such Guarantor shall promptly notify Bank in a writing signed by such Guarantor of the general details thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Guaranty, with such writing to be in form and substance reasonably satisfactory to Bank.

(b) Each Guarantor shall: (i) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its intellectual property; (ii) promptly advise Bank in writing of material infringements of its intellectual property; and (iii) not allow any intellectual property owned by such Guarantor and material to such Guarantor’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent unless Guarantors shall reasonably determine that such intellectual property is not of material value or has no business value and such abandonment, forfeiture or dedication would not result in a Material Adverse Change.

(c) Except as may be otherwise expressly provided herein, each Guarantor shall make any payments and do any act necessary or convenient to protect the Collateral and the value of Bank’s interest therein. If any Guarantor fails to pay any amount or furnish any required proof of payment to third persons as required hereunder, Bank may make all or part of the payment. Any amounts paid by Bank are Bank Expenses and immediately due and payable, bearing interest at the then highest applicable rate on the Credit Extensions under the Loan Agreement, and secured by the Collateral. No payments by Bank are an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.

(d) Guarantors shall, upon obtaining ownership of any additional stock of a Subsidiary or stock otherwise required to be pledged to Bank pursuant to the Loan Agreement or any other Loan Document, which stock is not already Pledged Securities, promptly (and in any event within 5 Business Days) revise Schedule A in respect of any such additional stock, which revision shall immediately be deemed to be a pledge of such stock to Bank provided, however, that in no event shall any Guarantor be required to pledge more than 66% of the total combined voting power of all capital stock of all classes of a Subsidiary not organized under the laws of a state of the United States of America if a pledge of greater than 66% would, by itself, result in a deemed dividend to the Guarantors under Section 956 of the Internal Revenue Code, as amended, or any similar successor section. Guarantors shall promptly deliver (or cause to be delivered) to Bank such stock certificates together with duly executed instruments of transfer or assignment undated and in blank or, in the case of uncertificated securities, promptly deliver (or cause to be delivered) to Bank a duly executed control agreement covering such uncertificated securities, all in form and substance satisfactory to Bank.

(e) [Reserved.]

(f) Except as may be permitted by the Loan Agreement, each Guarantor shall not (i) engage in any business other than the businesses currently engaged in by such Guarantor or any business reasonably related, complementary or incidental thereto or reasonable extensions thereof; (ii) liquidate or dissolve (other than a dissolution or liquidation into Borrower or another Guarantor); (iii) cease to be a direct or indirect wholly-owned Subsidiary of Borrower; (iv) create any new Subsidiaries (other than wholly-owned Subsidiaries), (v) merge or consolidate with any other Person (other than wholly-owned Subsidiaries or Borrower); (vi) add any new offices or business locations, including warehouses without at least 10 days prior written notice to Bank; (vii) change its jurisdiction of organization, or its organizational structure or type, or its legal name or any organizational number

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assigned by its jurisdiction of organization, unless it gives Bank at least 10 days prior written notice; and (viii) convey, sell, lease, transfer or otherwise dispose of all or any part of its business or property, other than Transfers permitted by Section 5(h) of this Guaranty or Section 7.1 of the Loan Agreement. For purposes hereof, a “wholly-owned” Subsidiary of a Person shall include any Subsidiary that would be a wholly-owned Subsidiary of such Person but for a statutory share or similar minority interest granted to another Person in compliance with applicable law.

(g) Guarantors will not permit any Collateral not to be subject to the first priority security interest granted herein to Bank (subject only to Permitted Liens that may have superior priority to Bank’s security interest hereunder).

(h) Guarantors shall not convey, sell, lease, transfer or otherwise dispose of (collectively, “ Transfer ”), or permit any of their Subsidiaries to Transfer, all or any part of any Guarantor’s or any such Subsidiary’s business or property, except for Transfers (i) of Inventory in the ordinary course of business; (ii) of worn-out or obsolete Equipment or obsolete Inventory; (iii) between Borrower and any Guarantor or among Guarantors; and (iv) in connection with Permitted Liens and Permitted Investments (where such terms shall have the meaning given to them in the Loan Agreement, except that all references to Borrower shall be read to refer to Guarantors and all references to Section 7.1 of the Loan Agreement shall refer to this Section 5(h)).

(i) Guarantors shall not permit or suffer any Change in Control or enter into any transaction or a series of transactions in which the stockholders of a Guarantor who were not stockholders immediately prior to the first such transaction own more than 25% of the voting stock of such Guarantor immediately after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s equity securities in a public offering).

(j) From the date hereof and continuing through the termination of this Guaranty, Guarantors shall make available to Bank, without expense to Bank, each Guarantor’s books and records, and each Guarantor’s officers, employees and agents, to the extent that Bank may deem any of them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Bank with respect to any Collateral or relating to any Guarantor.

(k) Guarantors shall maintain all of their, and all of their Subsidiaries’, primary domestic operating and other deposit accounts and securities accounts with Bank or one of Bank’s Affiliates. Guarantors shall not maintain any Collateral Account except pursuant to the terms of this subsection (k) and subsection (l) below.

(l) Guarantors shall provide Bank 5 days written notice before any Guarantor establishes any Collateral Account at or with any bank or financial institution other than Bank or one of Bank’s Affiliates. In addition, for each Collateral Account that any Guarantor at any time maintains, Guarantors shall cause the applicable bank or financial institution (other than Bank) at or with which any such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account. The provisions of this subsection shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Guarantor’s employees and identified to Bank by Guarantors as such.

(m) Guarantors shall timely pay when due all property and other taxes, assessments and government charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Collateral, except to the extent the validity thereof is being contested in good faith and adequate reserves are being maintained in connection therewith.

(n) Guarantors shall, at any time and from time to time, execute and deliver such further instruments and take such further action as ma