Common use of Authorization, Validity and Enforceability of Agreements Clause in Contracts

Authorization, Validity and Enforceability of Agreements. VAPE has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE and the consummation by VAPE of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPE, and no other corporate proceedings on the part of VAPE are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. VAPE does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE Shares.

Authorization, Validity and Enforceability of Agreements. VAPE The Company has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE the Company and the consummation by VAPE the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPEthe Company, and no other corporate proceedings on the part of VAPE the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE the Company and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditors rights generally. VAPE The Company does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE SharesCompany Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. VAPE SNPK has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE SNPK and the consummation by VAPE SNPK of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPESNPK, and no other corporate proceedings on the part of VAPE SNPK are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE SNPK and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. VAPE SNPK does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act resulting from of 1934, as amended (the issuance of the VAPE Shares“Exchange Act”).

Authorization, Validity and Enforceability of Agreements. VAPE GMV has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE GMV and the consummation by VAPE GMV of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPEGMV, and no other corporate proceedings on the part of VAPE GMV are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE GMV and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ rights generally. VAPE GMV does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE SharesAct.

Authorization, Validity and Enforceability of Agreements. VAPE TYCV has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE TYCV and the consummation by VAPE TYCV of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPETYCV, and no other corporate proceedings on the part of VAPE TYCV are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE TYCV and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditor’s rights generally. VAPE TYCV does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE SharesTYCV Shares or securities in connection with the Private Placement.

Authorization, Validity and Enforceability of Agreements. VAPE HDSI has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE HDSI and the consummation by VAPE HDSI of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPEHDSI, and no other corporate proceedings on the part of VAPE HDSI are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE HDSI and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ ' rights generally. VAPE HDSI does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE SharesAct.

Authorization, Validity and Enforceability of Agreements. VAPE SVEN has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement to perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by VAPE SVEN and the consummation by VAPE SVEN of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action of VAPESVEN, and no other corporate proceedings on the part of VAPE SVEN are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and thereby. This Agreement constitutes the valid and legally binding obligation of VAPE SVEN and is enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles, or by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors’ creditors rights generally. VAPE SVEN does not need to give any notice to, make any filings with, or obtain any authorization, consent or approval of any government or governmental agency or other person in order for it to consummate the transactions contemplated by this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Exchange Act resulting from the issuance of the VAPE SharesSVEN Shares or securities in connection with the Private Placement.