Authorization: Enforcement. The Buyer has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Buyer and no further action is required by the Buyer, the Board of Directors or the Buyer's stockholders in connection herewith or therewith. This Agreement has been (or upon delivery will have been) duly executed by the Buyer and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Buyer enforceable against the Buyer in accordance with its terms, except # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, # as limited by laws relating to the

Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, # the execution and delivery of this Agreement, the Warrant, the Note, and the Conversion Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares issuable upon conversion of the Note and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, # this Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and # this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.

Sub-Authorization. TLC agrees that TLC Hong Kong may grant a sub-authorization to its wholly owned subsidiary that such subsidiary may be entitled to all TLC Hong Kong’s rights hereunder provided that such subsidiary shall comply with the terms and conditions of this Agreement.

Authorization, Etc. The execution and delivery by each Loan Party of this Amendment and each other Loan Document to which it is or will be a party, and the performance by it of the Financing Agreement, as amended hereby, # have been duly authorized by all necessary action, # do not and will not contravene # any of its Governing Documents, # any applicable Requirement of Law or # any Material Contract binding on or otherwise affecting it or any of its properties, # do not and will not result in or require the creation of any Lien (other than pursuant to any Loan Document) upon or with respect to any of its properties, and # do not and will not result in any default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to its operations or any of its properties, except, in the case of clauses (ii)(B), (ii)(C) and (iv), to the extent where such contravention, default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal could not reasonably be expected to have a Material Adverse Effect.

Due Authorization. The ​ has the legal capacity and authority to enter into this Agreement. All actions on the ​’s part necessary for the authorization, execution and delivery of this Agreement and the performance of the obligations of the ​ hereunder in the purchase of the Shares has been taken, and this Agreement constitutes a valid and legal binding obligation of the ​ enforceable in accordance with its terms, except # as limited by applicable bankruptcy, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Due Authorization. All corporate action on the part of AVRS necessary for the authorization, execution and delivery of the Agreement and the performance of the obligations of AVRS hereunder, and the authorization, issuance, sale and delivery of the Shares has been taken, and this Agreement constitutes a valid and legally binding obligation of AVRS, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

Authorization and Contract. By executing the NewYou Brand Partner Agreement (“Agreement”), you apply for legal authorization to become a NewYou business owner and enter into contract with NewYou, LLC, hereinafter “NewYou.” You acknowledge that prior to signing you have received, read and understood the NewYou Income Disclosure Statement, that you have read and understood the NewYou Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on http://newyoupro.com/new/, and that you have read and agree to all terms set forth in this Agreement. NewYou reserves the right to reject any application for any reason within thirty (30) days of receipt.

Authorization; No Contravention. The execution, delivery and performance by ​ of this Agreement and the transactions contemplated hereby # have been duly authorized by all necessary action of the ​ and the Company, # do not violate, conflict with or result in any breach or default of (or with due notice or lapse of time or both would result in any breach, default or contravention of), or the creation of any lien under, any contractual obligation of the ​ or the Company or any requirement of law applicable to the Company, and # do not violate any judgment, injunction, writ, award, decree or order (collectively, “Orders”) of any governmental authority against, or binding upon, the Company. There are no actions, subpoenas, suits, proceedings, claims, complaints, disputes, arbitrations or investigations (collectively, “Claims”) pending, initiated, or, to the knowledge of the ​, threatened, at law, in equity, in arbitration or before any governmental authority against the Company.

Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action. The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party, and the consummation of the transactions contemplated hereby with respect to each Loan Party, do not and will not: # contravene the terms of any of such Person’s Organization Documents; # conflict with or result in any breach or contravention of, or (except for the Liens created under the Loan Documents) the creation of any Lien under, or require any payment to be made under # any material Contractual Obligation to which such Person or such Person’s Affiliate is a party or affecting such Person or the properties of such Person or any of its subsidiaries or # any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or # violate any Law. Each Loan Party and each Restricted Subsidiary thereof is in compliance with all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. No Restricted Subsidiary of the Borrower is in violation of any Law which could be reasonably likely to have a Material Adverse Effect.