Authorization. Buyer has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereunder and thereunder. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party have been duly authorized by Buyer. All actions and proceedings required to be taken by or on the part of Buyer to authorize and permit the execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party have been duly and properly taken. This Agreement has been, and each other Transaction Document to which Buyer is a party will be, duly executed and delivered by Buyer. This Agreement constitutes, and each Transaction Document to which Buyer is a party will constitute, when so duly executed and delivered, a valid and binding obligation of Buyer, enforceable in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. Each of the Borrowers has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment, to borrow the New Loans and to perform its obligations hereunder and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the Borrowers and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrowers enforceable against the Borrowers in accordance with its respective terms, except as # the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and # the availability of equitable remedies may be limited by equitable principles of general applicability.

Authorization. The execution, delivery and consummation of this Agreement by Sellers have been duly approved by its management according to applicable law and its Operating Agreement and Articles of Organization or its Articles of Incorporation. No approval or consent of any person, firm, or other entity is required to be obtained by Sellers for the execution, delivery and consummation of this Agreement by Sellers. Upon the execution and delivery of this Agreement by Sellers, no further action will be necessary to make this Agreement valid and binding according to its terms.

Section # Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan Party’s corporate or other powers, # have been duly authorized by all necessary corporate or other organizational action, and # do not # contravene the terms of any of such Person’s Organizational Documents, # conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by ‎[Section 7.01]), or require any payment to be made under # any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or # any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject, or # violate any applicable Law; except with respect to any conflict, breach or contravention or payment (but not creation of Liens) referred to in clause ‎(b)‎(ii)(x), to the extent that such violation, conflict, breach, contravention or payment would not reasonably be expected to have a Material Adverse Effect.

Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions provided for herein will # result in the material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions, or provisions of any lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which each of the parties is a party, or # violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Due Authorization. ​ has the legal capacity and authority to enter into this Agreement. All actions on ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, # the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, # this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and # this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

Governmental Authorization. No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to YourSpace in connection with the execution and delivery of this Agreement by YourSpace or the consummation by YourSpace of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Securities Act or Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).