Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares to the Common Stock upon the conversion of the Note. The Company further acknowledges that its obligation to issue, upon conversion of the Note, the Conversion Shares, in accordance with this Agreement, and the Note are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

Consent and Acknowledgment. By signing this Agreement, the Optionee # consents to the electronic delivery of this Agreement, all information with respect to the Plan and the Option and any reports of the Company provided generally to the Company’s stockholders; # acknowledges that the Optionee may receive from the Company a paper copy of any documents delivered electronically at no cost to the Optionee by contacting the Company by telephone or in writing; # further acknowledges that the Optionee may revoke the Optionee’s consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and # further acknowledges that the Optionee understands that the Optionee is not required to consent to electronic delivery of documents.

Acknowledgment by Executive. The Executive acknowledges and confirms that # the restrictive covenants contained in this Agreement are reasonably necessary to protect the legitimate business interests of the Company, and # the restrictions contained herein (including without limitation the length of the term of the provisions of the covenant not to compete) are not overbroad, overlong, or unfair and are not the result of overreaching, duress, or coercion of any kind. The Executive further acknowledges and confirms that his full, uninhibited, and faithful observance of each of the covenants contained herein will not cause him any undue hardship, financial or otherwise, and that enforcement of each of the covenants contained herein will not impair his ability to obtain employment commensurate with his abilities and on terms fully acceptable to his or otherwise to obtain income required for the comfortable support of his and his family and the satisfaction of the needs of his creditors. The Executive acknowledges and confirms that his special knowledge of the business of the Company is such as would cause the Company serious injury or loss if he were to use such ability and knowledge to the benefit of a competitor or were to compete with the Company in violation of the terms hereof. The Executive further acknowledges that the restrictions contained herein are intended to be, and shall be, for the benefit of and shall be enforceable by, the Company's successors and assigns.

Acknowledgment Regarding Payment. Customer acknowledges and agrees that: # Avail shall have no obligation to commence any Strategic Services until Customer has paid the Advance Payment pursuant to Section 6.1(a); and # if Customer has engaged Avail to perform more than one “Service Type” as designated on [Schedule 1], Avail shall have no obligation to commence any Strategic Services with respect to such additional “Service Type” until Customer has paid the applicable “Service Fee Subtotal” as indicated on Part 2 of [Schedule 2] to this Agreement (the “Fee Schedule”).

The Participant acknowledges that he or she has carefully read and considered all these Standard Terms and Conditions, including the restraints imposed upon him or her pursuant to Sections 7, 8 and 10. The Participant also agrees that each of the restraints contained herein is necessary for the protection of the goodwill, Confidential Information, Trade Secrets and other legitimate interests of the Company; that each and every one of these restraints is reasonable in respect to subject matter, length of time and geographic area; and that these restraints, individually or in the aggregate, will not prevent him or her from obtaining other suitable employment during the period in which he or she are bound by such restraints. The Participant further acknowledges that, were he or she to breach any of the covenants contained in Sections 7, 8 and 10, the damage to the Company would be irreparable. The Participant therefore agrees that the Company, in addition to any other remedies available to it, including, without limitation, the remedies set forth in Sections 9 and 12, shall be entitled to injunctive relief against his or her breach or threaten breach of said covenants. The Participant and the Company further agree that, in the event that any provision of Sections 7, 8 and 10 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law.

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open of business on December 29, 2017, after giving effect to the transactions contemplated by the Settlement Agreement (defined below), # Borrowers are indebted to ​ in respect of the U.S. Revolving Loans in the principal amount of $16,631,151.75, # Borrowers are indebted to ​ in respect of the Canadian Revolving Loans in the principal amount of $962,499.56, # Borrowers are indebted to ​ in respect of the Term Loan in the aggregate principal amount of $9,143,073.06, # Borrowers are indebted to ​ in respect of the L/C Obligations in the principal amount of $1,145,000.00, # Debtors are indebted to ​ in respect of all interest in respect of the Loans and Reimbursement Obligations in the amount of $439,323.91 (which amount excludes accrued "Default Rate Interest" (as such term is defined in the prior Forbearance Agreement)) and # Borrowers are indebted to ​ in respect of the "Forbearance Fee" (as defined in the "Fee Letter" (as defined in the Prior Forbearance Agreement)) in the amount of $500,000. Each Borrower hereby acknowledges, confirms and agrees that all such Loans, interest and fees, together with any other interest accrued and accruing thereon, and all other fees, costs, expenses and other charges now or hereafter payable by any Borrower to ​ under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers to ​, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Acknowledgment of Default. Each Loan Party hereby acknowledges and agrees that the Existing Defaults have occurred and are continuing, each of which constitutes an Event of Default and entitles Administrative Agent and ​ to exercise their rights and remedies under the Credit Agreement and the other Loan Documents, applicable law or otherwise. Each Loan Party represents and warrants that as of the date hereof, no Events of Default exist other than the Existing Defaults. Each Loan Party hereby acknowledges and agrees that Administrative Agent and ​ have the exercisable right to declare the Obligations to be immediately due and payable under the terms of the Credit Agreement and the other Loan Documents. Each Loan Party acknowledges that ​ are no longer obligated to make any disbursements of the Revolving Loan.

First Lien Agent, on behalf of itself and each First Lien Secured Party, hereby acknowledges that Second Lien Agent, acting for and on behalf of the Second Lien Secured Parties, has been granted Liens upon all of the Collateral pursuant to the Second Lien Documents to secure the Second Lien Debt.

Enforceability of Loan Documents. This Amendment, the Financing Agreement as amended by this Amendment, and each other Loan Document to which any Loan Party is or will be a party, when delivered hereunder, will be, a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by principles of equity.

Authorization, Validity and Enforceability. Each Borrower and each Subsidiary Guarantor has the corporate or other power and authority and legal right to execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder. The execution and delivery by each Borrower and each Subsidiary Guarantor of the Loan Documents to which it is a party and the performance of its obligations thereunder have been duly authorized by proper corporate, partnership or limited liability company proceedings (or analogous acts in the case of any Foreign Subsidiary), and the Loan Documents to which it is a party constitute legal, valid and binding obligations of such Person enforceable against such Person in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.