Investment Assets. The Ceding Company has valid title to all of the Initial Funds Withheld Account Assets, free and clear of any liens, pledges or other encumbrances.

Investment Decision. It has made its own investment decision based upon its own judgment, due diligence and advice from such advisors as it has deemed necessary and not upon any view expressed by any other Person or entity, including the Company or the Placement Agents. Neither such inquiries nor any other due diligence investigations conducted by it or its advisors or representatives, if any, shall modify, amend or affect its right to rely on the Company’s representations and warranties contained herein. It is not relying upon, and has not relied upon, any advice, statement, representation or warranty made by any Person by or on behalf of the Company, including, without limitation, the Placement Agents, except for the express statements, representations and warranties of the Company made or contained in this Agreement. Furthermore, it acknowledges that # the Placement Agents have not performed any due diligence review on behalf of it and # nothing in this Agreement or any other materials presented by or on behalf of the Company to it in connection with the purchase of the Subordinated Notes constitutes legal, tax or investment advice.

Investment Purposes. You represent and warrant to the Company that you are acquiring the Options for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Options within the meaning of the Securities Act of 1933, as amended.

Investment Purposes. By executing this Award, you represent and warrant to the Company that any Shares issued to you pursuant to this Award will be for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Securities Act of 1933, as amended.

Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

Equity Investment. SGI will make the investments as contemplated in the Equity Agreements.

As of the date hereof, no Grantor # has any Investment Property other than that listed in [Schedule 6(b)] hereof and Lender has a perfected First Priority security interest in such Investment Property (except to the extent such Investment Property constitutes Excluded Equity), # holds, owns or has any interest in any certificated securities or uncertificated securities, other than those constituting Excluded Equity or Pledged Securities and those maintained in Securities Accounts or Commodity Accounts listed in [Schedule 6(b)]. As of the date hereof, each Grantor has duly authorized, executed and delivered a Securities Account Control Agreement or a Commodity Account Control Agreement with respect to each Securities Account or Commodity Account listed in [Schedule 6(b)] hereof, if any, as applicable. If any Grantor shall hereafter establish or maintain any Securities Account or Commodity Account with any Securities Intermediary or Commodity Intermediary, unless Lender agrees in writing that it is not required, such Securities Intermediary or Commodity Intermediary, as the case may be, and such Grantor shall duly execute and deliver a Control Agreement with respect to such Securities Account or Commodity Account, as the case may be within 30 days after the establishment thereof. Each Grantor shall accept any cash and Investment Property in trust for the benefit of Lender and within five (5) Business Days of actual receipt thereof, deposit any and all cash and Investment Property received by it into a Deposit Account or Securities Account subject to Lender’s Control. Lender agrees with each Grantor that Lender shall not give any Entitlement Orders or instructions or directions to any issuer of uncertificated securities, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by such Grantor, unless an Event of Default has occurred and is continuing beyond any applicable grace or cure periods or, after giving effect to any such investment and withdrawal rights, would occur. The provisions of this Section shall not apply to any Financial Assets credited to a Securities Account for which Lender is the Securities Intermediary. No Grantor shall grant Control over any Investment Property to any Person other than Lender.

A participant may elect to have all of his accounts invested in such investment fund or combination of investment funds as may be established by the trustee and made available for the benefit of participants; provided, however, that in no event may the participant direct that any portion of his account(s) be invested in collectibles (as defined in Code section 408(m)). A participant's investment election shall not apply to any portion of any account that may be invested in a participant loan sub-account established under Section 4.4. The investment results shall be allocated to the participant's account(s) based upon earnings and losses on the participant's share in such investment fund or funds.

Investment Banker. During the Forbearance Period, Loan Parties will continue to retain an investment banker satisfactory to Administrative Agent on terms and conditions satisfactory to Administrative Agent (the "Investment Banker") for the purpose of considering, investigating and commencing steps to consummate strategic alternatives, including, without limitation, a sale of the business of Loan Parties as a going concern or in one or more transactions, other asset sales, equity sales, refinancing transactions, capital investment transactions, and other potential strategic transactions and alternatives in an amount sufficient to repay or refinance the Obligations (a "Qualified Investment Banker Engagement"); it being understood that the current Investment Banker retained by the Loan Parties is satisfactory to Administrative Agent and that the terms and conditions pursuant to which the current Investment Banker has been retained are satisfactory to Administrative Agent; it being further understood that if the current Investment Banker terminates or suspends his engagement or is terminated or suspended for cause, Loan Parties shall have ten (10) Business Days to replace such Investment Banker. Loan Parties will cooperate with all reasonable requests of Investment Banker concerning the process for which it was hired. Loan Parties hereby authorize the Investment Banker to meet with Administrative Agent, ​ and their respective advisors (in person and telephonically) and provide to Administrative Agent such non-privileged information and reports, as Administrative Agent may request from time to time. Loan Parties will cause Investment Banker to be available to Administrative Agent upon request. Loan Parties will provide Administrative Agent with a copy of any engagement letter or any amendment or modification thereto with Investment Banker before entering into such agreement. Without limiting the generality of the foregoing, during the Forbearance Period, Loan Parties shall # within two (2) Business Days of the Investment Banker's or any Loan Party's receipt, provide to Administrative Agent copies, redacted as may be necessary to comply with confidentiality restrictions contained therein, of all indications of interest or similar correspondence (collectively, "Offers") from prospective purchasers or investors for the acquisition of all or substantially all of the assets, businesses, or equity of Loan Parties or the refinancing of the Obligations and # cause the Investment Banker to participate on weekly (or more often as may be reasonably requested) conference calls with Administrative Agent to provide updates with regard to the Investment Banker's efforts to sell substantially all of the assets, businesses, or equity of Loan Parties and refinance the Obligations. Loan Parties will use commercially reasonable efforts to obtain the consent of any prospective purchasers or investors to share all Offers with Administrative Agent in unredacted form, subject to execution by Administrative Agent of a customary confidentiality agreement.

Investment Experience. The ​ is an investor in speculative securities with companies that have no revenue or profits and lack liquidity and capital resources and has such knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the risks of the investment in the Shares. The ​ confirms that he is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.