Additional Conditions to Obligations of YourSpace and the Shareholders. The obligations of YourSpace and each Shareholder to consummate the transactions contemplated by this Agreement are also subject to the satisfaction or waiver in writing at or prior to the Closing Date of the following conditions.

Conditions to Shareholders’ Obligations. The obligations of Shareholders under this Agreement, (including, without limitation, the obligation to transfer the AUFP Equity in exchange for the ​ Shares) shall be subject to satisfaction of the following conditions, unless waived by Shareholders: # AUFP and ​ shall have performed in all material respects all agreements, and satisfied in all material respects all conditions on its part to be performed or satisfied hereunder, at or prior to the Closing; # all of the representations and warranties of AUFP and ​ herein shall have been true and correct in all respects when made, shall have continued to have been true and correct in all respects at all times subsequent thereto, and shall be true and correct in all material respects on and as of the Closing as though made on, as of, and with reference to such Closing; # AUFP and ​ shall have executed and delivered to Shareholders all documents necessary to issue the ​ Shares to Shareholders, as contemplated by this Agreement (including those documents described in Section 3(d)); and # AUFP and ​ shall have obtained or made, as applicable, all consents, authorizations and approvals from, and all declarations, filings and registrations required to consummate the transactions contemplated by this Agreement, including all items required under the incorporation document and bylaws of AUFP and ​, respectively.

Additional Conditions. As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

Additional Conditions. For any portion of the Award payable as of the Settlement Date, you must remain employed with [[Bank of America:Organization]] and its Subsidiaries through the Settlement Date except as otherwise provided in paragraphs (b) and (c) below. In addition, payment as of the Settlement Date is subject to your complying with the covenants set forth in paragraph # below and the additional performance-based cancellation provision set forth in paragraph # below.

The Company’s and Shareholders’ obligations under this Agreement are subject to the satisfaction of the following conditions:

Each Shareholder agrees to complete and deliver to the Company the Selling Stockholder Questionnaire attached heretoas [Exhibit A]. In addition to the information provided by each Shareholder in the Selling Stockholder Questionnaire, the Company shall notify the Shareholders in writing of the information the Company reasonably requires from the Shareholders in connection with any registration statement hereunder. The Shareholders shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.

Due Diligence. YourSpace and the Shareholders shall be satisfied with their due diligence investigations.

Notices of Certain Events. YourSpace, the Shareholders and the Company shall promptly notify each party of:

Capital Structure of YourSpace. No shares of Shares or other equity securities of YourSpace are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of YourSpace are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. There are no outstanding bonds, debentures, notes or other indebtedness or other securities of YourSpace having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters. There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which YourSpace is a party or by which it is bound, obligating YourSpace to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity or voting securities of YourSpace or obligating YourSpace to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of YourSpace to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of YourSpace.

Corporate Authority; Noncontravention. YourSpace has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by YourSpace and the consummation by YourSpace of the transactions contemplated by this Agreement have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of YourSpace and the Shareholders. This Agreement has been duly executed and when delivered by YourSpace shall constitute a valid and binding obligation of YourSpace, enforceable against YourSpace in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the Share Exchange and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to a loss of a material benefit under, or result in the creation of any Lien upon any of the properties or Assets of YourSpace under, # the Certificate of Incorporation, Bylaws or other organizational or charter documents of YourSpace (copies of which have been provided to Company on or prior to the date of this Agreement) (the “YourSpace Charter Documents”), # any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, Permit, concession, franchise or license applicable to YourSpace or the Shareholders, their properties or Assets, or # subject to the governmental filings and other matters referred to in the following sentence, any judgment, Order, decree, statute, Law, ordinance, rule, regulation or arbitration award applicable to YourSpace or the Shareholders, their properties or Assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, Defaults, rights, losses or Liens that individually or in the aggregate could not have a Material Adverse Effect with respect to YourSpace or could not prevent, hinder or materially delay the ability of YourSpace to consummate the Share Exchange.