Assuming # the accuracy of the Purchaser’s representations and warranties set forth in [Section 4], and # the due performance by the Purchaser of its covenants and agreements contained herein (including, without limitation, compliance with the restrictions set forth in the legends on the certificate(s) evidencing the Shares), it is not necessary in connection with the offer, sale and delivery of the Shares in the manner contemplated by this Agreement to register the Shares under the Securities Act of 1933, as amended (the “Securities Act”).

Registration Under the Securities Act of 1933. As of the Effective Date, neither the Warrant Agreement nor the Warrant Shares have been registered under the Securities Act of 1933, as amended (“Securities Act”). Upon exercise, in whole or in part of the Warrant Shares, a stock certificate representing the Warrant Shares shall bear the following legend:

Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.

Reports Under Securities Exchange Act. With a view to making available the benefits of certain rules and regulations of the Commission, including Rule 144, that may at any time permit an Investor to sell securities of the Company to the public without registration or pursuant to a registration on Form S-1 or Form S-3, until all Registrable Securities have been sold by the Investor, the Company agrees to:

No Registration of Securities. YourSpace understands and acknowledges that except as set forth in this Agreement, the exchange and issuance of the Preferred Stock pursuant to this Agreement will not be registered under the Securities Act on the grounds that the sale, exchange and issuance of securities contemplated by this Agreement are exempt from registration pursuant to Section 4(a)(2) of the Securities Act, and that Company’s reliance upon such exemption is predicated in part upon YourSpace’s and the Shareholders’ representations herein.

Miscellaneous - Vendor

no person, firm or corporation other than the Purchaser has any written or oral agreement, arrangement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, arrangement or option for the purchase or acquisition of the Corporation, the Property or the other Assets or any interest therein, other than the Purchaser pursuant to the Option Agreement;

the Corporation has been duly incorporated and organized pursuant to the provisions of the laws of the State of Delaware and is in good standing in filing all returns and notices required pursuant to the laws of Delaware and any other jurisdiction where such registration is necessary for the business of the Corporation;

REPORTS UNDER THE SECURITIES EXCHANGE ACT. The Company agrees to file with the SEC in a timely manner all reports and other documents and information required of the Company under the 1934 Act, and take such other actions as may be necessary to assure the availability of Form S-1 for use in connection with the registration rights provided in this Agreement and Rule 144 for use in connection with resales of the Registrable Shares.

No Registration. Purchaser understands that the Purchased Shares have not been registered under the 1933 Act or under the securities laws of any state. Purchaser understands that the Purchased Shares may not be sold, transferred or otherwise disposed of without registration under the 1933 Act and all applicable state securities laws or an exemption therefrom.