Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is # an officer or director of the Company or any of its Subsidiaries, # an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”)) of the Company or any of its Subsidiaries or # to its knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

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”).

Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto, subject to the express terms of the Note. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 40,000 shares of its common stock (the “Returnable Shares”), as further provided in the Note. In connection with the issuance of the Note, the Company shall also issue a common stock purchase warrant for the purchase of 28,200 shares of the Company’s common stock (the “Warrant”) pursuant to the terms therein. The Warrant shall be deemed earned in full as of the Closing Date.

On the Closing Date, LDI will purchase from ​ and ​ will execute and deliver to LDI a Secured Promissory Note in the principal amount of One Million Three Hundred Fifty-Six Thousand, ​ in the form annexed hereto as [Appendix A] (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note”).

Purchase of Note. On the Closing Date (as defined below), the Company shall sell to the Buyer and the Buyer agrees to purchaser from the Company up to ​ of principal amount of the Note, upon assuming all of the Purchase Conditions (as defined below in [Section 1.d]) shall have been met, together with the conditions set forth in [Section 7] hereof.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

Delivery Receipt. Seller shall have received Buyer’s signed Acknowledgment of Delivery to Seller in the form attached hereto as [Exhibit A].

Acknowledgment. Executive acknowledges that the consideration provided in this Agreement is good and valuable consideration in exchange for the Agreement, and includes payments and benefits to which she is not otherwise entitled.

Acknowledgment. Executive acknowledges that she has had the opportunity to discuss this matter with and obtain advice from her private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

Acknowledgment. Employee acknowledges that if Employee materially breaches any of the provisions of Paragraph 5 of this Agreement, in addition to any other of the Company's rights and remedies, the Company shall immediately cease all payments or benefits described in Paragraph 4 above.

Acknowledgment. You warrant that you are fully competent to enter into this Agreement. You acknowledge that you have been afforded a reasonable period of time and opportunity to review this Agreement with an attorney of your choice. You represent that you have read this Agreement, including the Release, that you fully understand the terms, and that you choose to enter into this Agreement freely, voluntarily, and without coercion.

Acknowledgment. Employee acknowledges that Employee has carefully read this Agreement, has had an opportunity to consult counsel regarding this Agreement and hereby represents and warrants to the Company that Employee’s entering into this Agreement, and the obligations and duties undertaken by Employee hereunder, will not conflict with, constitute a breach of or otherwise violate the terms of any other agreement to which Employee is a party and that Employee is not required to obtain the consent of any person, firm, corporation or other entity in order to enter into and perform Employee’s obligations under this Agreement.