Seller and its Producers have an appointment to act as an agent for each insurance company from which such an appointment is used to conduct Seller Business; each such appointment is valid and binding in accordance with its terms on the parties thereto; and, and to Seller’s Knowledge, no grounds exist that would reasonably be expected to result in any such appointment being revoked, limited, rescinded or terminated. None of Seller nor any of its Producers are a party to any agreement (oral or written) which prevents it from doing business with any insurance company, agent, or broker. None of Seller nor any of its Producers have bound, or committed to bind, any insurance coverage for any liability, risk, cost, or expense, or in any amount of liability, risk, cost, or expense, or upon any terms or conditions, which exceeds its binding authority in any respect. None of Seller nor any of its Producers are in default under any of its material obligations to any insurance company, agent or broker through which it places insurance. [Schedule 4.2(x)] is a true and complete schedule of # each insurance company, agent and broker through which Seller and its Producers have placed insurance in 2015 and 2016 for those ten (10) companies, agents or brokers through which Seller and its Producers placed the largest premium volume, setting forth the name of each such company, agent or broker and the total gross premiums written by each such company, agent or broker during the applicable period; and # each insurance company which paid $1,000 or more of contingent commissions to Seller or its Producers in either of such periods, setting forth the name of each such insurance company and the amount of the contingent commissions paid to the applicable Seller.

Committee Appointments. Members of all standing committees are appointed by the Board. The Board determines the exact number of members and can at any time remove or replace a committee member.

Director and Officer Appointments. As of the Closing Date, YourSpace shall have received evidence showing that on or prior to the Closing Date, the current board of directors of the Company has adopted resolutions appointing the persons identified and accepting the resignations of the persons identified on Annex B hereto from the board of directors of the Company, which appointments and resignations will be effective on the later of # the Closing Date, or # a later date agreed to by the Company and YourSpace, following a mutually agreed upon transition period.

The Parties agree to undertake all necessary regulatory, legal and accounting filings required to support the acquisition, share issuances and Board appointments.

Consultant shall render executive or senior management services to Client or clients of Client (which may include one or more nominal appointments of ​ ([[Person A:Person]]) as an officer of clients of Client).

resignations of the directors and officers of QSHI and appointment of the new officers and directors, such appointments to be made at the direction of the Purchaser, effective as of the Closing Date;

Officer & Director Appointments. On or before the Closing Date, the Company shall cause the appointment of the individuals set for on [Schedule 1.03] to be the directors and officers of the Company and the concurrent resignation of the directors and officers of the Company as set forth on [Schedule 1.03].

a certified copy of resolutions of the directors of the Corporation authorizing the transfer of the Purchased Shares to the Purchaser, the registration of the Purchased Shares in the name of the Purchaser, the issuance of a share certificate representing the Purchased Shares, and approving the resignations and appointments contemplated by [Section 5.1(f)];

[[Person A:Person]] agrees to stand as a director of the Company, the Board reserves one position on the Board for a nominee mutually acceptable to the Parties and the Board agrees to appoint [[Person B:Person]] as CEO and Michael Holloran as Chairman of the Board of Directors of the Company, such appointments to become effective as soon as possible and not later than 30 days following closing.

Section # Notice. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Guaranty (collectively called “Notices”) shall be in writing and given by any one of the following: # hand delivery; # express overnight delivery service; # certified or registered mail, return receipt requested; or # electronic mail message, and shall be deemed to have been delivered upon # receipt, if hand delivered, # the next Business Day, if delivered by a reputable express overnight delivery service; # the third Business Day following the day of deposit of such notice with the United States Postal Service, if sent by certified or registered mail, return receipt requested; or # transmission, if delivered by electronic mail. Notices shall be provided to the parties and addresses (or electronic mail addresses) specified below: