Acknowledgment. Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from Executive’s 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 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.

Acknowledgment. The parties acknowledge that the compensation provided in this Agreement was negotiated at arm’s-length and represents the fair market value for the Services provided by Consultant hereunder.

Employee affirms that he has read this Agreement and been advised that he has twenty-one (21) days from the Separation Date to sign this Agreement, and that he has been advised in writing to consult with an attorney prior to signing this Agreement. Employee affirms that the provisions of this Agreement are understandable to him and he has entered into this Agreement freely and voluntarily.

Acknowledgment. Participant acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that Participant is familiar with the terms and provisions thereof. Participant agrees to accept as binding, conclusive, and final all decisions and interpretations of the Committee on any questions arising under the Plan.

Acknowledgment. Employee acknowledges that he understands the terms of this Release and that Employee has executed this Release knowingly and voluntarily. Employee further acknowledges that, in consideration for the covenants and releases contained herein, he will receive benefits and payments described in the Agreement, and that he would not receive such benefits and payments without the execution of this Release. Employee also acknowledges that this Release shall not become effective until the expiration of the Revocation Period.

Acknowledgment. Both you and the Company understand and acknowledge that in certain instances, applicable law or public policy may prohibit or otherwise limit the indemnification or advances of expenses intended to be provided by this agreement. You also understand and acknowledge that the Company has undertaken or may in the future undertake with the Securities and Exchange Commission in certain circumstances to submit to, and be bound by, a court determination of your right to indemnification contemplated by this agreement.

Acknowledgment. Executive hereby acknowledges that he shall have no rights hereunder unless and until all circumstances constituting a Qualifying Termination shall have occurred.

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.

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.