Participant Acknowledgment. By accepting this Agreement, the Participant agrees to be bound to all of the terms and conditions of this Agreement and the Plan as the same may be amended from time to time.

Communication Acknowledgment. For the avoidance of doubt, nothing in this Agreement or the Additional Release shall prohibit the Executive from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation. Nothing in this Agreement or the Additional Release, however, authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule.

Grantee Acknowledgment. Grantee represents that he or she has read this Agreement and is familiar with its terms and provisions. Grantee hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrator of the Plan regarding any questions arising under this Agreement.

GUARANTOR’S ACKNOWLEDGMENT. By signing below, the Guarantor # acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Second Amendment, # acknowledges and agrees that its obligations in respect of its Guaranty # are not released, diminished, waived, modified, impaired or affected in any manner by this Second Amendment or any of the provisions contemplated herein, and # includes all Obligations as assumed by the Borrower, # ratifies and confirms its obligations under its Guaranty, and # acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Guaranty.

Employee agrees that the promises made in this Section 4 are reasonable and necessary for the protection of the Company’s legitimate business interests including, but not limited to: # the Confidential Information; client, customer, and vendor goodwill associated with the specific marketing and trade area in which the Company conducts its business; # the Company’s substantial relationships with prospective and existing clients, customers, vendors, referral sources, and suppliers; and # a productive, competent and undisrupted workforce. Employee agrees that the restrictive covenants in this Section 4 will not prevent Employee from earning a livelihood in Employee’s chosen business, they do not impose an undue hardship on Employee, and that they will not injure the public. If any restriction is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time, over too broad a range of activities, or in too large a geographic area, that restriction shall be interpreted to extend only over the maximum period of time, range of activities, or geographic area as to which it may be enforceable.

Reasonableness and Good Faith. Except # for matters for which there is a standard of consent or discretion specifically set forth in this Lease; # matters which could have an adverse effect on the Building Structure or the Building Systems, or which could affect the exterior appearance of the Building, or # matters covered by Article 4 (Additional Rent), or Article 19 (Defaults; Remedies) of this Lease (collectively, the “Excepted Matters”), any time the consent of ​ or ​ is required, such consent shall not be unreasonably withheld or delayed, and, except with regard to the Excepted Matters, whenever this Lease grants ​ or ​ the right to take action, exercise discretion, establish rules and regulations or make an allocation or other determination, ​ and ​ shall act reasonably and in good faith.

Reasonableness of Default Charges. The Borrower acknowledges that nonpayment of any monthly payment when due and nonpayment at maturity (whether or not resulting from acceleration due to an Event of Default under the Loan Documents) will result in damages to the holder of this Note by reason of the additional expenses incurred in servicing the indebtedness evidenced by this Note and/or by reason of the loss to the holder of the use of the money due and frustration to the holder in meeting its other commitments. The Borrower also acknowledges and agrees that the occurrence of any other Event of Default under the Loan Documents will result in damages to the holder by reason of the detriment caused thereby. The Borrower further acknowledges that it is and will be extremely difficult and impracticable to ascertain the extent of such damages caused by nonpayment of any sums when due or resulting from any other event of default under the Loan Documents. The Borrower and the holder agree that a reasonable estimate of such damages must be based in part upon the duration of the default and that the late charge specified above with respect to delinquent payments and the Default Rate of interest prescribed above with respect to the amount due and payable after maturity or acceleration or any other Event of Default under the Loan Documents would not unreasonably compensate the holder for such damages.

Any lack of commercial reasonableness in dealing with the Obligations;

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 Dilution. The Company’s executive officers and directors understand the nature of the Securities being sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of other holders of the Company’s equity or rights to receive equity of the Company. The board of directors of the Company has concluded, in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled to receive equity of the Company.