Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction # assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and # is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, OTCQB, OTC Pink, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the NYSE MKT.

Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its ultimate parent, as applicable) more than 51% of the combined voting power of the voting securities of the surviving entity or its ultimate parent, as applicable, outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity or its ultimate parent, as applicable;

Corporate Events. Except as may otherwise be provided in an Award agreement, in connection with # a merger or consolidation involving the Company in which the Company is not the surviving corporation; # a merger or consolidation involving the Company in which the Company is the surviving corporation but the holders of shares of Stock receive securities of another corporation and/or other property, including cash; # a Change in Control; or # the reorganization or liquidation of the Company (each, a “Corporate Event”), the Board or the Committee may, in its discretion, provide for any one or more of the following:

In the event of a Participant’s death, prior to the Award Payment Date or the September 30 eligibility date set forth in [Section IV], the Participant may be considered for an Award, subject to the other terms and conditions of the Plan

In the event of an involuntary termination due to a Corporate Transaction prior to the Award Payment Date or the September 30 eligibility date set forth in [Section IV], a Participant may be considered for an Award subject to the other terms and conditions of the Plan and with any arrangements with a buyer involved in the Corporate Transaction.

Corporate Successors. The Plan and the obligations of HP under the Plan shall become the responsibility of any successor to HP by reason of a transfer or sale of substantially all of the assets of HP or by the merger or consolidation of HP into or with any other corporation or other entity.

If any change is made to the Common Stock (whether by reason of merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination of shares, or exchange of shares or any other change in capital structure made without receipt of consideration), then unless such event or change results in the termination of all the Restricted Stock Units granted under these Terms and Conditions, the Committee shall adjust, as provided in the Plan, the number and class of shares underlying the Restricted Stock Units held by the Grantee to reflect the effect of such event or change in the Company’s capital structure in such a way as to preserve the value of the Restricted Stock Units. Any adjustment that occurs under the terms of this Section 5 or the Plan will not change the timing or form of payment with respect to any Restricted Stock Units except in accordance with section 409A of the Code.

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 Experience Center. Landlord acknowledges that Tenant intends to use up to one (1) floor of the Premises as a facility for hosting Tenant’s customers and potential customers for the purpose of displaying its technology through hands-on, immersive demonstrations (such facility is referred to herein as the “Corporate Experience Center” or the “CXC”). The CXC shall comply with all applicable Laws and the other terms and conditions of this Lease, except Landlord shall, at Tenant’s expense reasonably cooperate with Tenant in connection with the design and construction of the CXC, subject to applicable Laws, and provided the CXC is consistent with the first class nature of the Building.