Articles of Incorporation; By-laws and Good Standing. Each of the following documents:

Incorporation; Good Standing. Borrower is a Delaware limited partnership duly organized pursuant to its certificate of limited partnership filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of Delaware. Borrower # has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing and is duly authorized to do business in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect.

Incorporation; Good Standing. Each of the Borrowers and each of ​’s Consolidated Subsidiaries (other than Immaterial Subsidiaries) # is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization, # has all requisite power to own its property and conduct its material business operations so that the Borrowers and their Consolidated Subsidiaries, taken as a whole, may conduct business substantially in the manner presently conducted by them, and # is in good standing (or such qualification can be readily obtained without material penalty) in, and is duly authorized to do business in, each jurisdiction in which its property or business as presently conducted or contemplated makes such qualification necessary, except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of ​ and its Consolidated Subsidiaries, taken as a whole.

Incorporation; Good Standing. Each of the ​ and ​ # is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, # has all requisite corporate power to own its property and conduct its business as now conducted, and # is in good standing as a foreign corporation and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a material adverse effect on the business, assets or financial condition of the ​ or ​, as the case may be, and their Subsidiaries, taken as a whole.

Incorporation; Good Standing. The Company # is a company duly organized, validly existing and in good standing under the laws of Bermuda, # has all requisite corporate (or the equivalent company) power to own its property and conduct its business as now conducted and as presently contemplated, and # is in good standing as a foreign corporation (or similar business entity) and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a failure to be so qualified would not have a Material Adverse Effect.

Due Incorporation; Good Standing. As of the Effective Date, Narrate is duly organized, validly existing and in good standing in the State of California. Narrate has the corporate power and authority to enter into this Agreement and any other agreement to which it is a party in connection herewith, and to consummate the transactions contemplated herein and therein.

Closing Certificate; Certified Articles of Incorporation; Good Standing Certificate. The Lender shall have received # a certificate of the Borrower, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall # certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance of the Loan Documents, # identify by name and title and bear the signatures of the officers of the Borrower authorized to sign the Loan Documents to which it is a party and the Financial Officers, and # contain appropriate attachments, including the articles of incorporation of the Borrower certified by the relevant authority of the jurisdiction of organization of the Borrower and a true and correct copy of its bylaws (or certification that there has been no change to the bylaws since the copy previously delivered to the Lender), and # a long form good standing certificate for the Borrower from its jurisdiction of organization.

Articles of Incorporation and By-Laws. Buyer has delivered to the Company accurate and complete copies of its Articles of Incorporation including all amendments thereto. There has not been any violation of any provisions of Buyer’s Certificate, and no action has been taken that is inconsistent in any material respect with any resolution adopted by the stockholders, the Board of Directors or any committee of the Board of Directors of Buyer. Merger Sub has delivered to the Company accurate and complete copies of its Certificate of Incorporation and applicable consents, including all amendments thereto. There has not been any violation of any of the provisions of Merger Sub’s Certificate, and no action has been taken that is inconsistent with any resolution adopted by the stockholders or the President of Merger Sub.

Due Incorporation and Good Standing. AVRS is a corporation duly organized, validly existing and in good standing under the laws of the state of Nevada.

Article #The Company is validly existing and in good standing under the laws of its jurisdiction of incorporation.