The Company has full corporate power and authority to execute and deliver this Agreement and the documents contemplated hereby to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action. This Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, and the Transaction Documents to which the Company is a party, when executed and delivered by the Company, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

Corporate Authority. The Board of Directors of the Company and its shareholders in accordance with Cayman Islands law have approved the terms of this Agreement.

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.

Corporate Authority; Noncontravention. The Company has all requisite corporate 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 the Company and the consummation by the Company of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and when delivered by the Company, shall constitute a valid and binding obligation of Company, enforceable against the Company 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.

Corporate Authority to Execute. Employer represents that all corporate action, and any other authorizations prerequisite to the execution and operation of this Agreement and the undertakings described herein, have been taken and/or obtained by it. This Agreement is a valid and binding agreement of Employer and is enforceable against it in accordance with its terms. Neither the execution and/or delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate or conflict with the Articles of Incorporation (or any other charter documents) or the bylaws (or like documents) of Employer, or any provision of any agreement or other restriction of any kind to which Employer is a party or by which it is bound.

Corporate Power and Authority. Each Party represents to the other Party that it has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof. Each Party represents to the other that this Agreement constitutes a valid and binding agreement, enforceable against it in accordance with its terms.

Corporate Existence, Power and Authority. Each Borrower and Guarantor is a corporation or limited liability company duly organized and in good standing under the laws of its state of organization and is duly qualified as a foreign corporation or limited liability company and in good standing in all states or other jurisdictions where the nature and extent of the business transacted by it or the ownership of assets makes such qualification necessary, except for those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. The execution, delivery and performance of this Agreement, the other Financing Agreements and the transactions contemplated hereunder and thereunder # are all within each Borrower’s and Guarantor’s corporate or limited liability company powers, # have been duly authorized, # are not in contravention of law or the terms of any Borrower’s or Guarantor’s certificate or articles of incorporation, by‑laws, or other organizational documentation, or any Material Agreement or other material undertaking to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound and # will not result in the creation or imposition of, or require or give rise to any obligation to grant, any lien, security interest, charge or other encumbrance upon any property of any Borrower or Guarantor, except in favor of Administrative Agent. This Agreement and the other Financing Agreements to which any Borrower or Guarantor is a party constitute legal, valid and binding obligations of such Borrower and Guarantor enforceable in accordance with their respective terms, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

Corporate Power and Authority; Enforceability. Each Loan Party has all requisite corporate or other organizational power and authority to execute, deliver perform its obligations under the Loan Documents to which it is a party. Each Loan Document has been duly authorized by each Loan Party party thereto, and upon execution and delivery thereof, each Loan Document will constitute the valid and binding obligation of each Loan Party party thereto enforceable against the Loan Parties party thereto in accordance with its terms, except as such enforceability may be limited by # applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar laws in effect which affect the enforcement of creditors’ rights generally, # general principles of equity, whether considered in a proceeding at law or in equity and # state, provincial or federal securities laws or policies relating to the non-enforceability of the indemnification provisions contained therein (clauses (i), (ii) and (iii) collectively, the “Enforceability Exceptions”).

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Authority. If ​ is a corporation, trust or partnership, each individual executing this Lease on behalf of ​ hereby represents that ​ is a duly formed and existing entity qualified to do business in California and that ​ has full right and authority to execute and deliver this Lease and that each person signing on behalf of ​ is authorized to do so. In such event, ​ shall, within ten (10) days after execution of this Lease, deliver to ​ satisfactory evidence of such authority and, if a corporation, upon demand by ​, also deliver to ​ satisfactory evidence of # good standing in ​’s state of incorporation and # qualification to do business in California.