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.

Corporate Integrity Agreement. No Borrower, and to each Borrower’s knowledge, no officer, managing employee or director of any Borrower, in each case, in such capacity, is a party to or bound by any individual integrity agreement, corporate integrity agreement, corporate compliance agreement, deferred prosecution agreement, or other similar written agreement with any Governmental Authority concerning compliance with Health Care Laws or the requirements of any Health Care Permit that could reasonably be expected to have a Material Adverse Effect.

Organization; Corporate Power. Buyer is a Nevada company limited by shares that is duly organized, validly existing and in good standing under the laws of Nevada and all other jurisdictions in which its ownership of property or conduct of business requires it to be qualified. Buyer possesses all requisite power and authority necessary to own, operate and lease and license its properties, to carry on its business as now conducted and carry out the transactions contemplated by this Agreement and the other Transaction Documents to which Buyer is a party.

Formation Documents; Borrower Basic Documents. Without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders), the Borrower will not # amend, modify, waive or terminate any provision of its Formation Documents or any other Borrower Basic Document or # permit the Member to amend, modify or terminate its Certificate of Formation or its limited liability company agreement. The Servicer shall provide a copy of each such proposed amendment, waiver or other modification to each Rating Agency, if any.

Other Documents. Such other documents as the Administrative Agent or any Lender or special New York counsel to [[Administrative Agent:Organization]] may reasonably request.

Loan Documents. Any Loan Documents contemplated to be executed by the Borrowers and the Guarantors and delivered to the Agent or Lenders on the Closing Date shall be executed and delivered by such Person, including a consent and reaffirmation from Guarantors, and secretary’s and member’s certificates, as applicable.

Security Documents. The Administrative Agent shall have received the Guarantee and Collateral Agreement, executed and delivered by an authorized officer of the Borrower and each other Loan Party that is party to the Guarantee and Collateral Agreement.

Security Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any reason, fail or cease to create a valid and perfected and (except to the extent of Permitted Liens which are non-consensual Permitted Liens, Permitted Liens arising by operation of law, permitted purchase money Liens, the interests of lessors under Capital Leases, or the interests of lessees under leases) first priority Lien on the Collateral covered thereby, except # as a result of a disposition of the applicable Collateral in a transaction permitted under this Agreement, or # with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time, $10,000,000;