Exhibit 10.11


 


EXECUTION VERSION


 


GUARANTY


 


This GUARANTY, dated as of
November 1, 2019 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Guaranty”),
is made by and among each of the undersigned parties executing this Agreement as a “Guarantor” (collectively, the “Guarantors”
and each, a “Guarantor”), in favor of NR 1, LLC, a Delaware limited liability company, as representative for the Purchasers
(collectively, the “Secured Party”).


 


WHEREAS, on the date hereof,
the Borrowers have executed and delivered a Secured Note Purchase Agreement (as amended, modified or otherwise supplemented from time
to time, the “Purchase Agreement”) providing for the sale of up to $40 million in Notes to the Purchasers. All capitalized
terms not otherwise defined herein shall have the respective meanings given in the Purchase Agreement.


 


WHEREAS, the Guarantors are
each a direct or indirect subsidiary of Borrower or an affiliate of Borrower and will derive financial benefit from the financing made
available to Borrower under the Purchase Agreement;


 


WHEREAS, this Guaranty is
given by the Guarantors in favor of the Secured Party to secure the payment and performance of all of the Obligations of the Borrowers
(referred to herein together as the “Obligor”) under the Notes; and


 


WHEREAS, it is a condition
to the obligations of the Purchasers to enter into the Purchase Agreement and acquire the Notes that the Guarantors execute and deliver
this Agreement.


 


NOW, THEREFORE, in consideration
of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


1.                 
Guaranty. Each Guarantor absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety,
the full and punctual payment and performance of all present and future obligations, liabilities, covenants and agreements required to
be observed and performed or paid or reimbursed by Borrowers under or relating to the Purchase Agreement and the Notes (in each case as
it may hereafter be modified, supplemented, extended or renewed and in effect from time to time), plus all costs, expenses and fees (including
the reasonable fees and expenses of Secured Party’s counsel) in any way relating to the enforcement or protection of Secured Party’s
rights hereunder (collectively, the “Obligations”). All sums payable under this Guaranty shall be paid in lawful money
of the United States of America.


 


Guaranty Absolute and Unconditional. Each Guarantor agrees that
its Obligations under this Guaranty are joint and several with those of the other Guarantors, are irrevocable, continuing, absolute and
unconditional and shall not be discharged or impaired or otherwise affected by, and each Guarantor hereby irrevocably waives any defenses
to enforcement it may have (now or in the future) by reason of:


 


(a) Any illegality, invalidity or unenforceability of any
Obligation or the Notes or any related agreement or instrument, or any law, regulation, decree or order of any jurisdiction or any
other event affecting any term of the Obligations.


 






     


     


    

 


(b)  
Any change in the time, place or manner of payment or performance of, or in any other term of the Obligations, or any rescission,
waiver, release, assignment, amendment or other modification of the Notes.


 


(c)  
Any taking, exchange, substitution, release, impairment, amendment, waiver, modification or non-perfection of any collateral or
any other guaranty for the Obligations, or any manner of sale, disposition or application of proceeds of any collateral or other assets
to all or part of the Obligations.


 


(d)  
Any default, failure or delay, willful or otherwise, in the performance of the Obligations.


 


(e)  
Any change, restructuring or termination of the corporate structure, ownership or existence of Guarantor or Obligor or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting Obligor or its assets or any resulting restructuring, release or discharge
of any Obligations.


 


(f)   
Any failure of Secured Party to disclose to Guarantor any information relating to the business, condition (financial or otherwise),
operations, performance, properties or prospects of Obligor now or hereafter known to Secured Party, Guarantor waiving any duty of Secured
Party to disclose such information.


 


(g)  
The failure of any other guarantor or third party to execute or deliver this Guaranty or any other guaranty or agreement, or the
release or reduction of liability of Guarantor or any other guarantor or surety with respect to the Obligations.


 


(h)  
The failure of Secured Party to assert any claim or demand or to exercise or enforce any right or remedy under the provisions of
any of the Notes or other Loan Documents otherwise.


 


(i)    
The death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, amalgamation
consolidation, change of form, structure or ownership, sale of all assets or lack of corporate, partnership or other power of Borrower
or any other party at any time liable for the payment of performance of any or all of the Obligations of Borrower


 


(j)    
The existence of any claim, set-off, counterclaim, recoupment or other rights that Guarantor or Obligor may have against Secured
Party (other than a defense of payment or performance).


 


(k)  
The amendment, supplement, extension or renewal of any Note(s) or the Purchase Agreement.


 


(l)  Any
other circumstance (including, without limitation, any statute of limitations, any claim of lack of consideration, homestead
exemption, any release of or failure to protect Collateral), act, omission or manner of administering the Notes or any existence
of or reliance on any representation by Secured Party that might vary the risk of Guarantor or otherwise operate as a defense
available to, or a legal or equitable discharge of, Guarantor.


 






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3. Certain Waivers; Acknowledgments. Each
Guarantor further acknowledges and agrees as follows:


 


(a)     
Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all presently existing and future Obligations, until the complete, irrevocable and indefeasible payment
and satisfaction in full of the Obligations.


 


(b)    
This Guaranty is a guaranty of payment and performance and not of collection. Secured Party shall not be obligated to enforce or
exhaust its remedies against Obligor or under any of the Notes or the Purchase Agreement before proceeding to enforce this Guaranty.


 


(c)     
This Guaranty is a direct guaranty and independent of the obligations of Obligor under any of the Notes and the Purchase Agreement.
Secured Party may resort to Guarantors for payment and performance of the Obligations whether or not Secured Party shall have resorted
to any collateral therefor or shall have proceeded against Obligor or any other guarantors with respect to the Obligations. Secured Party
may, at Secured Party’s option, proceed against Guarantor and Obligor, jointly and severally, or against Guarantor only without
having obtained a judgment against Obligor.


 


(d)    
Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance,
notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Obligations and
this Guaranty and any requirement that Secured Party protect, secure, perfect or insure any lien or any property subject thereto.


 


(e)     
Notwithstanding anything contained herein to the contrary, the Obligations of each Guarantor shall be limited to the maximum amount
so as to not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code or any applicable state
law or otherwise to the extent applicable to this Guaranty and the Obligations of such Guarantor hereunder.


 


(f)      
Each Guarantor agrees that its guaranty hereunder shall continue to be effective or be reinstated, as the case may be, if at any
time all or part of any payment of any Obligation is voided, rescinded or recovered or must otherwise be returned by Secured Party upon
the insolvency, bankruptcy or reorganization of Obligor.


 


4. Subrogation. Each Guarantor waives and
shall not exercise any rights that it may acquire by way of subrogation, contribution, reimbursement or indemnification for payments made
under this Guaranty until all Obligations shall have been indefeasibly paid and discharged in full.


 






    3


     


    

 


5.    Subordination. If, for any reason, Borrower
is now or hereafter becomes indebted to Guarantors:


 


		(a)	Such indebtedness and all interest thereon and all liens, security interest and rights now or hereafter
existing with respect to property of Borrower securing same shall, at all times, be subordinate win all respects to the Guaranteed Obligations
of Borrower and to all liens security interests and rights now or hereafter existing to secure the Obligations of Borrower;
		(b)	Except as expressly permitted in the Purchase Agreement or otherwise approved by the Noteholder Representative,
Guarantors shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantors
until the Obligations of Borrower have been fully and finally paid and performed;
		(c)	In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency
proceedings involving Borrower as debtor, Lender shall have the right to provide its claim in any such proceeding so as to establish its
rights hereunder sand shall have the right to receive directly from the receiver, trustee or other custodian, dividends and payments that
are payable upon any obligation of Borrower to Guarantors now existing or hereafter arising, and to have all benefits of any security
therefor, until the Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provision,
Guarantors should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantors shall pay
the same to Secured Party immediately, Guarantors hereby agreeing that is shall receive the payment, claim or distribution in trust for
Secured Party and shall have no dominion over the same except to pay it immediately to Secured Party; and
		(d)	Guarantors shall promptly upon request of Lenders from time to time execute such documents and perform
such acts as Lenders may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under
this Section.



 


6.     
Representations and Warranties. To induce Secured Party to purchase the Notes and enter into the Purchase Agreement and
the other Loan Documents, each Guarantor represents and warrants that: (a) it is duly organized and validly existing in good standing
under the laws of the jurisdiction of its organization; (b) this Guaranty constitutes Guarantor’s valid and legally binding agreement
in accordance with its terms; (c) the execution, delivery and performance of this Guaranty have been duly authorized by all necessary
action and will not violate any order, judgment or decree to which Guarantor or any of its assets may be subject; and (d) Guarantor is
currently solvent and will not be rendered insolvent by providing this Guaranty.


 


7.     
Notices. All notices and other communications (“Notices”) provided for in this Guaranty shall be in writing
and shall be given in the manner and become effective as set forth in the Purchase Agreement, and addressed to the respective parties
at their addresses as specified on the signature pages hereof or as to either party at such other address as shall be designated by such
party in a written notice to each other party.


 


8.     
Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns; provided, however, that no Guarantor may, without the prior written consent of Secured Party, assign any of its rights, powers
or obligations hereunder. Any attempted assignment in violation of this section shall be null and void.


 






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9.     
 Governing Law. This Guaranty, and all matters arising out of or relating to this Guaranty, whether sounding in contract,
tort, or statute will be governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, without
giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application
of the laws of any jurisdiction other than those of Commonwealth of Massachusetts.


 


10.  
Jurisdiction and Venue. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE INSTITUTED IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS, AND EACH PARTY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY
MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT
IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING
IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


11.  
Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF THIS AGREEMENT, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING
OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION,
CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION
HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY
FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.


 


12.   
Cumulative Rights. Each right, remedy and power hereby granted to Secured Party or allowed it by applicable law or
other agreement (a) shall be cumulative and concurrent and not exclusive of any other, (b) may be pursued separately, successively or
concurrently against Guarantors or other third parties, or against any one or more of them, or against any security or otherwise, (iii)
may be exercised as often as occasion therefor shall arise (it being acknowledged that the exercise or failure to exercise any of such
rights, remedies or recourses shall not be construed as a waiver or release thereof or of any other right, remedy or recourse), and (iv)
may be exercised by Secured Party at any time or from time to time.


 



13.    Severability.
If any provision of this Guaranty is to any extent determined by final  decision of a court of competent jurisdiction to be
unenforceable, the remainder of this Guaranty shall not be affected thereby, and each provision of this Guaranty shall be valid and
enforceable to the fullest extent permitted by law.


 


14.    
Further Assurances. Guarantors at their expense will promptly execute and deliver to

the Noteholder Representative upon its reasonable request all such other and further documents, agreements, and instruments in compliance
with or accomplishment of the agreements of Guarantors under this Guaranty.


 


15.    Entire Agreement;
Amendments; Headings; Effectiveness; No Fiduciary Relationship. This Guaranty constitutes the sole and entire agreement of
Guarantors and Secured Party with respect to the subject matter hereof and supersedes all previous agreements or understandings,
oral or written, with respect to such subject matter. Subject to Section 11.10 of the Purchase Agreement, no amendment or waiver of
any provision of this Guaranty shall be valid and binding unless it is in writing and signed, in the case of an amendment, by
Guarantors and Secured Party, or in the case of a waiver, by the party against which the waiver is to be effective. Section headings
are for convenience of reference only and shall not define, modify, expand or limit any of the terms of this Guaranty. Delivery of
this Guaranty by facsimile or in electronic (i.e., pdf or tif) format shall be effective as delivery of a manually executed original
of this Guaranty. The relationship between Secured Party is solely that of lender and guarantor. Secured Party have no fiduciary or
other special relationship with or duty to the Guarantors and none are created hereby or may be inferred from any course of dealing
or act or omission of Secured Party.


 


[Signatures begin on following page]


 






     


     


    

 


IN WITNESS WHEREOF, each Guarantor has
executed this Guaranty as of the day and year first above written.


 


"GUARANTORS":


 


TILT HOLDINGS INC., a British Columbia corporation


 


	
    By:  
	/s/
                                            Mark Scatterday
	 

    



Name: Mark ScatterdayTitle: Interim

 Chief Executive Officer


 


Address for Notices:

[REDACTED]


 


JIMMY JANG HOLDINGS INC., a British Columbia
corporation


 


	By:	/s/ Timothy Conder	 




Name: Timothy Conder


Title: Chief Operating Officer


 


Address for Notices: [REDACTED]


 


[Signature Page to Guaranty]


 






     


     


    

 


SANTE VERITAS HOLDINGS INC., a British Columbia corporation


 





	By: 	/s/ Mark Scatterday	 



Title: Interim Chief Executive Officer


 


Address for Notices: [REDACTED]


 


SANTE VERITAS THERAPEUTICS INC., a British Columbia Corporation


 





	By: 	/s/ Mark Scatterday	 



Title: Interim Chief Executive Officer


 


Address for Notices: [REDACTED]


 


	JUPITER RESEARCH EUROPE LTD., a private limited company with its registered office in England and Wales	 




 


	 	By: JUPITER RESEARCH, LLC, an Arizona limited liability company




 


	 	By: BAKER TECHNOLOGIES, INC., a Delaware corporation, its Managing Member	 




 


		By:	/s/
                                            Timothy Conder	 



	 	Name: Timothy Conder
	 	Title: Chief Operating Officer




 


Address for Notices:

N/A


 


[Signature Page to Guaranty]


 






     


     


    

 


	WHITE HAVEN RE LLC, a Pennsylvania limited liability company	 




 


	By: BAKER TECHNOLOGIES, INC., a Delaware corporation, its Sole Member	 




 


	By:	/s/ Timothy Conder	



Name: Timothy Conder


Title: Chief Operating Officer


 


Address for Notices: [REDACTED]


 


STANDARD FARMS LLC, a Pennsylvania limited liability
company


 


By: BAKER TECHNOLOGIES, INC., a Delaware corporation,
its Sole Member


 





	By:	/s/ Timothy Conder	


Name: Timothy Conder


Title: Chief Operating Officer


 


Address for Notices: [REDACTED]


 


BRITESIDE HOLDINGS LLC, a Tennessee limited liability company


 





	By:	/s/ Mark Scatterday	





	
    

    Name: Mark Scatterday

    Title: Manager

     

    Address for Notices: [REDACTED] 



 


[Signature Page to Guaranty]


 






     


     


    

 


BRITESIDE MODULAR LLC, a Tennessee limited liability company


 





	By:	/s/ Mark Scatterday	





	
    

    Name: Mark Scatterday

    Title : Manager



 


Address for Notices: [REDACTED]


 


BRITESIDE E-COMMERCE LLC, a Tennessee
limited liability company


 


	By:	/s/ Mark Scatterday 	





	
    

    Name: Mark Scatterday

    Title: Manager

     

    Address for Notices: [REDACTED]



 


[Signature Page to Guaranty]


 






     


     


    




 


BRITESIDE OREGON LLC, an Oregon limited liability company


 





	By:	/s/ Mark Scatterday	





	
    

    Name: Mark Scatterday

    Title: Manager

     

    Address for Notice: [REDACTED]



 


YARIS ACQUISITION LLC, a Delaware limited liability company


 


	By:	/s/ Timothy Conder	 






	
    Name: Timothy Conder

    Title: Manager

     

    Address for Notices: [REDACTED]



 


BOOTLEG COURIER COMPANY, LLC, a Nevada limited liability
company


 


By: YARIS ACQUISITION LLC, a Delaware
limited liability company, its Managing Member


 





	By:	/s/ Timothy Conder	 





	
    Name: Timothy Conder

    Title: Manager

     

    Address for Notices: [REDACTED]



 


[Signature Page to Guaranty]


 






     


     


    


 


DEFENDER MARKETING SERVICES, LLC, a 

Washington
limited liability company


 


	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Manager

     

    Address for Notices: [REDACTED]
	 


 


[Signature Page to Guaranty]





 






    	 



     


    

 




BLKBRD SOFTWARE LLC, a Nevada limited 

liability
company


 


By: YARIS ACQUISITION LLC, a Delaware

 limited
liability company, its Managing Member


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Manager

     

    Address for Notices: [REDACTED]
	 


 


BLACKBIRD LOGISTICS CORPORATION, a 

Nevada corporation


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: President

     

    Address for Notices: [REDACTED]
	 


 


BLKBRD CA, a California corporation


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Sole Officer

     

    Address for Notices: [REDACTED]
	 


 


[Signature Page to Guaranty]





 






    	 



     


    

 


BLKBRD NV LLC, a Nevada limited liability company


 


By: BLACKBIRD LOGISTICS CORPORATION, 

a Nevada corporation,
its Managing Member


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: President

     

    Address for Notices: [REDACTED]
	 


 


SEA HUNTER THERAPEUTICS, LLC, a 

Delaware limited liability company


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation, its Sole
Member


 





	By:	./s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Chief Operating Officer

     

    Address for Notices: [REDACTED]
	 


 


[Signature Page to Guaranty]


 






    	 



     


    

 





SH THERAPEUTICS, LLC, a Florida limited

 liability
company


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware limited liability
company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Chief Operating Officer

     

    Address for Notices: [REDACTED]
	 


 


SH REALTY HOLDINGS, LLC, a Delaware 

limited liability
company


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware limited liability
company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 





	By:	/s/ Timothy Conder	 
	
     

    Name: Timothy Conder

    Title: Chief Operating Officer

     

    Address for Notices: [REDACTED]
	 


 


[Signature Page to Guaranty]





 






    	 



     


    





 


SH REALTY HOLDINGS-OHIO, LLC,

 an Ohio limited liability
company


 


By: SEA HUNTER THERAPEUTICS, LLC, 

a Delaware
limited liability company,

 its Sole Member


 


By: BAKER TECHNOLOGIES, INC., 

a Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]


 


[Signature Page to Guaranty]


 







    


     


    

 


SH OHIO, LLC, an Ohio limited liability company


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware limited
liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]




 


SH FINANCE COMPANY, LLC, a Delaware limited liability
company


 


By: SEA HUNTER THERAPEUTICS, LLC, a

 Delaware limited
liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]






 


[Signature Page to Guaranty]


 






    


     


    

 


CULTIVO, LLC, a Delaware limited liability company


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware
limited liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]






 


ALTERNATIVE CARE RESOURCE GROUP LLC,

 a Massachusetts
limited liability company


 


By: CULTIVO, LLC, a Delaware limited liability 

company,
its Sole Member


 


By: SEA HUNTER THERAPEUTICS, LLC, a

 Delaware
limited liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a

 Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]









 


[Signature Page to Guaranty]


 






    


     


    

 


VERDANT HOLDINGS, LLC, a Florida limited

 liability company


 


By: CULTIVO, LLC, a Delaware limited liability

 company,
its Sole Member


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware
limited liability company, its Sole 

Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]











 


[Signature Page to Guaranty]


 






    


     


    

 


VERDANT MANAGEMENT GROUP, LLC, a 

Massachusetts limited
liability company


 


By VERDANT HOLDINGS, LLC, a Florida

 limited liability
company, its Sole Member


 


By: CULTIVO, LLC, a Delaware limited liability


company,
its Sole Member


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware
limited liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a 

Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]













 


[Signature Page to Guaranty]


 






    


     


    

 


HERBOLOGY HOLDINGS, LLC, a Florida 

limited liability
company, its Sole Member


 


By: CULTIVO, LLC, a Delaware limited liability 

company,
its Sole Member


 


By: SEA HUNTER THERAPEUTICS, LLC, a

 Delaware
limited liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a

 Delaware corporation,
its Sole Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]















 


[Signature Page to Guaranty]


 






    


     


    

 


HERBOLOGY MANAGEMENT GROUP, LLC, 

a Massachusetts limited liability
company


 


By: HERBOLOGY HOLDINGS, LLC, a Florida 

limited liability
company, its Sole Member


 


By: CULTIVO, LLC, a Delaware limited liability

 company,
its Sole Member


 


By: SEA HUNTER THERAPEUTICS, LLC, a 

Delaware limited
liability company, its Sole Member


 


By: BAKER TECHNOLOGIES, INC., a

 Delaware corporation, its Sole
Member


 


	By:	/s/ Timothy Conder	 
	Name:	Timothy Conder	 
	Title:	Chief Operating Officer	 



 


    Address for Notices: [REDACTED]

















 


[Signature Page to Guaranty]