Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received # a certificate of each Loan Party, dated the Effective Date and executed by its Secretary, Assistant Secretary or duly authorized

“long form” good standing certificates of each Loan Party in its jurisdiction of organization and, to the extent reasonably requested by the Administrative Agent, bring-down good standing certificates of the Loan Parties;

a certificate of the Secretary of State of the State of Illinois as to the incorporation and good standing of MPG Products under the laws of the State of Illinois as of September 23, 2022 (the "MPG Products Good Standing Certificate" and together with the Woodward Good Standing Certificate and the Woodward HRT Good Standing Certificate, the "Good Standing Certificates");

Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and the Borrower had at all relevant times, and now has all necessary power, authority and legal right to acquire, own, sell and pledge the Receivables and the other Collateral.

Organization, Good Standing, Etc. Each Loan Party # is a corporation, limited liability company or limited partnership duly organized, validly existing and in good standing under the laws of the state or jurisdiction of its organization or formation, # has all requisite power and authority to conduct its business as now conducted and as presently contemplated and, to execute and deliver this Amendment, and to consummate the transactions contemplated hereby and by the Financing Agreement, as amended hereby, and # is duly qualified to do business and is in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary, except (solely for the purposes of this subclause (iii)) where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect.

Organization and Good Standing. YGYI and KII are each a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and have all requisite corporate power to own, lease and operate their properties and to carry on their business as now being conducted.

KGI is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Florida. INXH and INXL are each a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Florida. Carolina Botanical Development LLC (“CBC”) is a limited liability company duly organized validly existing and in good standing under the applicable laws of the State of South Carolina. Xtraction Services Inc. (“XSI”) is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Delaware. Noble Tech Ventures, Inc. (“NTV”) is a corporation duly organized, validly existing and in good standing under the applicable Laws of the State of Delaware. Each of the Seller, INXL and INXH has all requisite power and authority to own, lease and operate its properties and to carry on the Business as currently conducted. LD owns the Capital Stok of INXL free and clear of all Liens and has the requisite power to sell to KII the Capital Stock of INXL and INXL has the requisite power and authority to own, lease and operate its properties and to carry on the business as currently conducted by INXL. LD and Representing Party own all of the Capital Stock of INXH free and clear of all Liens and has the requisite power to sell to KII the Capital Stock of INXH and INXH has the requisite power and authority to own, lease and operate its properties and to carry on the business as currently conducted by INXH . Each of the Seller, INXL and INXH is duly authorized, qualified and licensed to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so licensed or qualified or in good standing would not have a Material Adverse Effect. [Schedule 5.1] contains a true and complete list of each jurisdiction in which each of the Sellers is qualified to do business.

Organization and Good Standing. Such Seller Party and Mayzure are each a Delaware limited liability company, and are duly organized, validly existing, and in good standing under the laws of the State of Delaware and, where required, are duly qualified to do business and is in good standing in each jurisdiction in which the Assets (or, in the case of Mayzure, any of its assets) are located, with full limited liability company power and authority to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use. Such Seller Party is not a “foreign person” for purposes of Section 1445 of the Code.

Organization and Good Standing. Buyer is a limited partnership and duly organized, validly existing, and in good standing under the laws of Texas and is duly qualified to do business and is in good standing in each jurisdiction in which the Assets are located. Buyer’s Affiliate Scout Energy Management, LLC is a limited liability company and duly organized, validly existing, and in good standing under the laws of Texas and is duly qualified to do business and is in good standing in each jurisdiction in which the Assets are located.

Existence and Good Standing. The Company and the Subsidiaries are each duly formed and incorporated, validly existing and registered and in good standing (or equivalent status) under the Laws of their respective jurisdiction of formation or organization. The Company and the Subsidiaries are duly authorized, qualified or licensed to do business and conduct their operations in their respective jurisdiction of formation or organization, and are duly authorized, qualified or licensed to do business and conduct their operations as foreign entities and are in good standing in each of the jurisdictions where the Group Companies are required to be so qualified. Except as set forth in Section 5.1 of the Sellers Disclosure Letter, true, correct and complete copies of the organizational documents of the Group Companies, including their bylaws, each as currently in effect and reflecting any and all amendments thereto until the Closing Date have been delivered to the Buyer. Such organizational documents are in full force and effect, and the Group Companies are not in violation of any provision thereof. The Book of Minutes (“Libro Registro de Actas”) of the Company fully reflects all of the decisions taken by the general shareholders’ meetings and the management body until the date hereof.