The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to obtaining the Stockholder Consent, to consummate the Merger and to consummate the other transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and other transactions by the Company contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of the Company and no further corporate or similar action is required on the part of the Company to authorize this Agreement and any Related Agreements to which it is a party, the Merger or the other transactions contemplated hereby and thereby (other than, in the case of the consummation of the Merger, obtaining the Stockholder Consent and the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA). This Agreement and the Merger have been unanimously approved by the Board of Directors of the Company. This Agreement and each of the Related Agreements to which the Company is a party have been or, in the case of such Related Agreements, will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will constitute, as the case may be, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to # Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and # rules of Law governing specific performance, injunctive relief and other equitable remedies.

Authority and Enforceability. This First Amendment and each other Loan Document delivered by any Credit Party on or prior to the First Amendment Effective date has been duly executed and delivered by such Credit Party and constitutes a legal, valid and binding obligation of such Credit Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Authority and Enforceability. Each Transaction Party has the limited liability company or other organizational power and authority to execute, deliver and carry out the terms and provisions of the Transaction Documents to which it is party and has taken all necessary company or other organizational action to authorize the execution, delivery and performance of the Transaction Documents to which it is party. Each Transaction Party has duly executed and delivered each Transaction Document to which it is party and each such Transaction Document to which it is party constitutes the legal, valid and binding agreement and obligation of such Transaction Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

Authority and Enforceability. YGYI and KII have, and will have on the Closing Date, the requisite power and authority to enter into this Agreement and to consummate the Transactions, subject to shareholder and Nasdaq approval of the Contingent Consideration Warrants. The execution and delivery by YGYI and KII of this Agreement and/or the Ancillary Documents to which it is a party and the consummation by YGYI and KII of the Transactions have been duly authorized by all necessary corporate action on the part of YGYI and KII, respectively. The Shares and Contingent Consideration Warrants being issued to Seller hereunder have been duly authorized and validly issued and are fully paid and non-assessable. This Agreement and/or the Ancillary Documents to which it is a party have each been duly executed and delivered by YGYI and KII and, assuming due authorization, execution and delivery by Seller, LD and the Representing Party, constitute the valid and binding obligation of YGYI and KII, enforceable against each in accordance with their terms, except as such enforceability may be limited by: # bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and # the availability of injunctive relief and other equitable remedies.

Each Borrower and each other member of the Obligor Group has the requisite power and authority to execute, deliver and perform each of the Loan Documents which have been executed by it as required by this Agreement and the other Loan Documents.

Authority and Enforceability. Each of the Seller, LD and the Representing Party has the requisite power and authority to enter into this Agreement and the Ancillary Documents and to consummate the Transactions. All corporate action required to be taken by the Seller, INXL and INXH’s Board of Directors, managers, members and stockholders in order to authorize the Sellers and LD to enter into this Agreement and to consummate the Transaction has been taken or will be taken prior to the Closing. The execution and delivery by Seller, LD and the Representing Party of this Agreement and the Ancillary Documents and the consummation of the Transactions have been duly authorized by all necessary corporate action on the part of Seller, INXL or INXH and no further authorization or approval, whether of the officers or directors of Seller, INXL or INXH or of governmental bodies or otherwise is necessary to fully authorize the execution, delivery and performance of this Agreement by Seller, LD and the Representing Party. This Agreement and the Ancillary Documents have been duly executed and delivered by Seller, LD and the Representing Party and constitute the valid and binding obligations of Seller, LD and the Representing Party, respectively, enforceable against each of them in accordance with their respective terms, except as such enforceability may be limited by: # bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and # the availability of injunctive relief and other equitable remedies.

Authority and Enforceability. Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or company power and authority to enter into this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Parent, First Merger Sub and Second Merger Sub of this Agreement and any Related Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or company action on the part of each of Parent, First Merger Sub and Second Merger Sub. This Agreement and any Related Agreements to which each of Parent, First Merger Sub and Second Merger Subs is a party have been duly executed and delivered by Parent and the Merger Subs and, assuming the due authorization, execution and delivery by the other parties hereto and thereto constitute the valid and binding obligations of Parent and Merger Sub, enforceable against each of Parent, First Merger Sub and Second Merger Sub in accordance with their terms, subject to # laws of general application relating to bankruptcy, insolvency and the relief of debtors, and # rules of law governing specific performance, injunctive relief and other equitable remedies.

If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. Each party represents and warrants to the other that it has full corporate or entity power and authority to execute, deliver, and perform this Agreement according to its terms, they possess all consents, and approvals required to do so, and the execution, delivery, and performance of this Agreement have been duly authorized by each of them.

Authority/Enforceability. The Company represents and warrants as follows:

Each Borrower and each other member of the Obligor Group has the requisite power and authority to execute, deliver and perform each of the Loan Documents which have been executed by it as required by this Agreement and the other Loan Documents.