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

Authorization, Validity and Enforceability of Agreements. NuZee US 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 (collectively the "Agreements") to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of the Agreements by NuZee US and the consummation by NuZee US of the transactions contemplated herein, have been duly authorized by all necessary corporate action of NuZee US, and no other corporate proceedings on the part of NuZee US are necessary to authorize the Agreements or to consummate the transactions contemplated herein. The Agreements constitute the valid and legally binding obligation of NuZee US and are 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. NuZee US 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the NuZee US Shares in connection with the Share Exchange and transaction contemplated herein.

Authorization, Validity and Enforceability of Agreements. NuZee US HMMR 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 (collectively the "Agreements") to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby and thereby. The execution and delivery of the Agreements by NuZee US HMMR and the consummation by NuZee US HMMR of the transactions contemplated hereinhereby and thereby, have been duly authorized by all necessary corporate action of NuZee USHMMR, and no other corporate proceedings on the part of NuZee US HMMR are necessary to authorize the Agreements or to consummate the transactions contemplated hereinhereby and thereby. The Agreements constitute the valid and legally binding obligation of NuZee US HMMR and are 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. NuZee US HMMR 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 party in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the NuZee US HMMR Shares in connection with the Share Exchange and transaction contemplated hereinExchange.

Authorization, Validity and Enforceability of Agreements. NuZee US 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 (collectively the "Agreements") to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby and thereby. The execution and delivery of this Agreement by the Agreements by NuZee US Company and the consummation by NuZee US the Company of the transactions contemplated hereinhereby and thereby, have been duly authorized by all necessary corporate action of NuZee USthe Company, and no other corporate proceedings on the part of NuZee US the Company are necessary to authorize the Agreements this Agreement or to consummate the transactions contemplated hereinhereby and thereby. The Agreements constitute This Agreement constitutes the valid and legally binding obligation of NuZee US the Company and are upon the execution of this Agreement by HCM and the HCM Managing Member, shall be 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. NuZee US 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 party person in order for it to consummate the transactions contemplated by any this Agreement, other than filings that may be required or permitted under states securities laws, the Securities Act and/or the Securities Exchange Act of 1934, as amended (the Agreements, resulting from the issuance of the NuZee US Shares in connection with the Share “Exchange and transaction contemplated hereinAct”).

Authorization, Validity and Enforceability of Agreements. NuZee US 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 (collectively the "Agreements") to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby and thereby. The execution and delivery of this Agreement by the Agreements by NuZee US Company and the consummation by NuZee US the Company of the transactions contemplated hereinhereby and thereby, have been duly authorized by all necessary corporate action of NuZee USthe Company, and no other corporate proceedings on the part of NuZee US the Company are necessary to authorize the Agreements this Agreement or to consummate the transactions contemplated hereinhereby and thereby. The Agreements constitute This Agreement constitutes the valid and legally binding obligation of NuZee US the Company and are upon the execution of this Agreement by PVI and the Shareholders, shall be 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. NuZee US 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 party person in order for it to consummate the transactions contemplated by any of the Agreements, resulting from the issuance of the NuZee US Shares in connection with the Share Exchange and transaction contemplated hereinthis Agreement.

Authorization, Validity and Enforceability of Agreements. NuZee US 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 (collectively the "Agreements") to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby and thereby. The execution and delivery of this Agreement by the Agreements by NuZee US Company and the consummation by NuZee US the Company of the transactions contemplated hereinhereby and thereby, have been duly authorized by all necessary corporate action of NuZee USthe Company, and no other corporate proceedings on the part of NuZee US the Company are necessary to authorize the Agreements this Agreement or to consummate the transactions contemplated hereinhereby and thereby. The Agreements constitute This Agreement constitutes the valid and legally binding obligation of NuZee US the Company and are 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. NuZee US 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 party person in order for it to consummate the transactions contemplated by any of this Agreement, other than filings that may be required or permitted under states securities laws, the Agreements, Securities Act and/or the Exchange Act resulting from the issuance of the NuZee US Company Shares or securities in connection with the Share Exchange and transaction contemplated hereinPrivate Placement.