Exhibit 10.7


 


Certain identified information has been omitted from this document
because it is not material and is treated as private or confidential. Such information has been marked with “[***]” to indicate
where omissions have been made.


 


JUNIOR GUARANTY


 


This JUNIOR 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 [***], as representative
for the Purchasers (collectively, the “Secured Party”).


 


WHEREAS, on the date hereof,
the Borrowers have executed and delivered a Junior Secured Note Purchase Agreement (as amended, modified or otherwise supplemented from
time to time, the “Purchase Agreement”) providing for the issuance of up to U.S. Thirty-Six Million One Hundred Eighty
Thousand and No/100 Dollars (U.S. $36,180,000.00) 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.


 






    


     


    

 


2.            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.


 


(
)        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.


 






    2


     


    

 


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.


 


(a)        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.


 


(d)        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.


 


(e)        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.


 






    4


     


    

 


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.


 






    5


     


    

 


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.


 


3.   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.


 


14.  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]


 






    6


     


    

 


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 Scatterday	 
	Title: 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: [***]	 




 


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	SANTE VERITAS HOLDINGS INC.,
    a British Columbia corporation	 
	 	 
	 	 
	By:	/s/ Mark Scatterday	 
	 	 
	 	 
	Name: Mark Scatterday	 
	Title: Interim Chief Executive Officer	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	SANTE VERITAS THERAPEUTICS INC.,
    a British Columbia Corporation	 
	 	 
	 	 
	By:	/s/ Mark Scatterday	 
	Name: Mark Scatterday	 
	Title: Interim Chief Executive Officer	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	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	 




 


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	DEFENDER MARKETING SERVICES, LLC,
    a Washington limited liability company	 
	 	 
	 	 
	By:	/s/ Timothy
    Conder	 
	Name: Timothy Conder	 
	Title: Manager	 




 


Address for Notices:

[***]


 


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	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:	 
	[***]	 
	 	 
	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:	 
	[***]	 
	 	 
	BRITESIDE HOLDINGS LLC, a Tennessee
    limited liability company	 
	 	 
	 	 
	By:	/s/ Mark Scatterday	 
	Name: Mark Scatterday	 
	Title: Manager	 
	 	 
	Address for Notices:	 
	[***]	 




 


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	BRITESIDE MODULAR LLC, a Tennessee
    limited liability company	 
	 	 
	 	 
	By: 	/s/ Mark Scatterday	 
	Name: Mark Scatterday	 
	Title: Manager	 
	 	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	BRITESIDE E-COMMERCE LLC, a
    Tennessee limited liability company	 
	 	 
	 	 
	By:	/s/ Mark Scatterday	 
	Name: Mark Scatterday	 
	Title: Manager	 
	 	 
	Address for Notices:	 
	[***]	 



 


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	BRITESIDE OREGON LLC, an Oregon
    limited liability company	 
	 	 
	 	 
	By:	/s/ Mark Scatterday	 
	Name: Mark Scatterday	 
	Title: Manager	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	YARIS ACQUISITION LLC, a Delaware
    limited liability company	 
	 	 
	By: 	/s/ Timothy Conder	 
	Name: Timothy Conder	 
	Title: Manager	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	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:	 
	[***]	 



 


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	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:	 
	[***]	 
	 	 
	 	 
	BLACKBIRD LOGISTICS CORPORATION, a Nevada corporation	 
	 	 
	By: 	/s/ Timothy Conder	 
	Name: Timothy Conder	 
	Title: President	 
	 	 
	Address for Notices:	 
	[***]	 
	 	 
	 	 
	BLKBRD CA, a California corporation	 
	 	 
	By:	/s/ Timothy Conder	 
	Name: Timothy Conder	 
	Title: Sole Officer	 
	 	 
	Address for Notices: [***]	 



 


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	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:	 
	[***]	 
	 	 
	 	 
	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:	 
	[***]	 



 


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	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:	 
	[***]	 
	 	 
	 	 
	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:	 
	[***]	 



 


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	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: 	 
	 	 
	[***]	 



 


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	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: 	 
	[***]	 
	 	 
	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: 	 
	[***]	 



 


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	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: [***]	 
	 	 
	 	 
	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: [***]	 



 


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	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: 	 
	[***]	 


 


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	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:	 
	[***]	 


 


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	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: [***]	 



 


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	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: 	 
	[***]	 



 


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Page to Junior Guaranty]