Common use of Corporate Authority; Noncontravention Clause in Contracts

Corporate Authority; Noncontravention. NeoHydro Technologies Corp. has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NeoHydro Technologies Corp. and the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NeoHydro Technologies Corp.. This Agreement has been duly executed and when delivered by NeoHydro Technologies Corp. shall constitute a valid and binding obligation of NeoHydro Technologies Corp., enforceable against NeoHydro Technologies Corp. in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NeoHydro Technologies Corp. under, (i) its articles of incorporation, bylaws, or other charter documents of NeoHydro Technologies Corp. (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NeoHydro Technologies Corp., its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NeoHydro Technologies Corp., its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NeoHydro Technologies Corp. or could not prevent, hinder or materially delay the ability of NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement. Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to NeoHydro Technologies Corp. in connection with the execution and delivery of this Agreement by NeoHydro Technologies Corp., or the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act. Financial Statements. • The consolidated financial statements of NeoHydro Technologies Corp. included in the reports, schedules, forms, statements and other documents filed by NeoHydro Technologies Corp. with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NeoHydro Technologies Corp. SEC Documents”), such NeoHydro Technologies Corp. SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of NeoHydro Technologies Corp. and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by NeoHydro Technologies Corp.’s independent accountants). Except as set forth in the NeoHydro Technologies Corp. SEC Documents, at the date of the most recent audited financial statements of NeoHydro Technologies Corp. included in the NeoHydro Technologies Corp. SEC Documents, NeoHydro Technologies Corp. has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NeoHydro Technologies Corp..

Corporate Authority; Noncontravention. NeoHydro Technologies Corp. has Each of Parent and Merger Sub have all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NeoHydro Technologies Corp. each of Parent and Merger Sub and the consummation by NeoHydro Technologies Corp. each of Parent and Merger Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NeoHydro Technologies Corp.. each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by NeoHydro Technologies Corp. each of Parent and Merger Sub, shall constitute a valid and binding obligation of NeoHydro Technologies Corp.each of Parent and Merger Sub, enforceable against NeoHydro Technologies Corp. Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of NeoHydro Technologies Corp. Parent and Merger Sub under, (ia) its the articles of incorporation, bylaws, or other charter documents of NeoHydro Technologies Corp. each of Parent and Merger sub, (iib) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to NeoHydro Technologies Corp.each of Parent or Merger Sub, each of its properties or assetsAssets, or (iiic) subject to the governmental filings and other matters referred to in the following sentenceSection 4.5, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to NeoHydro Technologies Corp.each of Parent and Merger Sub, each of its properties or assetsAssets, other than, in the case of clauses (iib) and (iiic), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to NeoHydro Technologies Corp. Parent or could not prevent, hinder or materially delay the ability of NeoHydro Technologies Corp. Parent to consummate the transactions contemplated by this Agreement. Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to NeoHydro Technologies Corp. in connection with the execution and delivery of this Agreement by NeoHydro Technologies Corp., or the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act. Financial Statements. • The consolidated financial statements of NeoHydro Technologies Corp. included in the reports, schedules, forms, statements and other documents filed by NeoHydro Technologies Corp. with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NeoHydro Technologies Corp. SEC Documents”), such NeoHydro Technologies Corp. SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of NeoHydro Technologies Corp. and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by NeoHydro Technologies Corp.’s independent accountants). Except as set forth in the NeoHydro Technologies Corp. SEC Documents, at the date of the most recent audited financial statements of NeoHydro Technologies Corp. included in the NeoHydro Technologies Corp. SEC Documents, NeoHydro Technologies Corp. has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NeoHydro Technologies Corp...

Corporate Authority; Noncontravention. NeoHydro Technologies Explore Anywhere Holding Corp. has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NeoHydro Technologies Explore Anywhere Holding Corp. and the consummation by NeoHydro Technologies Explore Anywhere Holding Corp. of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NeoHydro Technologies Explore Anywhere Holding Corp.. This Agreement has been duly executed and when delivered by NeoHydro Technologies Explore Anywhere Holding Corp. shall constitute a valid and binding obligation of NeoHydro Technologies Explore Anywhere Holding Corp., enforceable against NeoHydro Technologies Explore Anywhere Holding Corp. in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NeoHydro Technologies Explore Anywhere Holding Corp. under, (i) its articles of incorporation, bylaws, or other charter documents of NeoHydro Technologies Explore Anywhere Holding Corp. (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NeoHydro Technologies Explore Anywhere Holding Corp., its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NeoHydro Technologies Explore Anywhere Holding Corp., its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NeoHydro Technologies Explore Anywhere Holding Corp. or could not prevent, hinder or materially delay the ability of NeoHydro Technologies Explore Anywhere Holding Corp. to consummate the transactions contemplated by this Agreement. Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to NeoHydro Technologies Corp. in connection with the execution and delivery of this Agreement by NeoHydro Technologies Corp., or the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act. Financial Statements. • The consolidated financial statements of NeoHydro Technologies Corp. included in the reports, schedules, forms, statements and other documents filed by NeoHydro Technologies Corp. with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NeoHydro Technologies Corp. SEC Documents”), such NeoHydro Technologies Corp. SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of NeoHydro Technologies Corp. and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by NeoHydro Technologies Corp.’s independent accountants). Except as set forth in the NeoHydro Technologies Corp. SEC Documents, at the date of the most recent audited financial statements of NeoHydro Technologies Corp. included in the NeoHydro Technologies Corp. SEC Documents, NeoHydro Technologies Corp. has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NeoHydro Technologies Corp...

Corporate Authority; Noncontravention. NeoHydro Technologies Corp. has Each of Parent and Merger Sub have all requisite corporate and other power and authority to enter into this Agreement and and, subject to receipt of the approval of its stockholders, as applicable, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NeoHydro Technologies Corp. each of Parent and Merger Sub and the consummation by NeoHydro Technologies Corp. each of Parent and Merger Sub of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NeoHydro Technologies Corp.. each of Parent and Merger Sub. This Agreement has been duly executed and when delivered by NeoHydro Technologies Corp. each of Parent and Merger Sub, shall constitute a valid and binding obligation of NeoHydro Technologies Corp.each of Parent and Merger Sub, enforceable against NeoHydro Technologies Corp. Parent and Merger Sub in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default Default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien Lien upon any of the properties or assets Assets of NeoHydro Technologies Corp. Parent and Merger Sub under, (i) its the articles of incorporation, bylaws, or other charter documents of NeoHydro Technologies Corp. each of Parent and Merger sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permitPermit, concession, franchise or license applicable to NeoHydro Technologies Corp.each of Parent or Merger Sub, each of its properties or assetsAssets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, orderOrder, decree, statute, lawLaw, ordinance, rule, regulation or arbitration award applicable to NeoHydro Technologies Corp.each of Parent and Merger Sub, each of its properties or assetsAssets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaultsDefaults, rights, losses or liens Liens that individually or in the aggregate could not have a material adverse effect Material Adverse Effect with respect to NeoHydro Technologies Corp. Parent or could not prevent, hinder or materially delay the ability of NeoHydro Technologies Corp. Parent to consummate the transactions contemplated by this Agreement. Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to NeoHydro Technologies Corp. in connection with the execution and delivery of this Agreement by NeoHydro Technologies Corp., or the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act. Financial Statements. • The consolidated financial statements of NeoHydro Technologies Corp. included in the reports, schedules, forms, statements and other documents filed by NeoHydro Technologies Corp. with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NeoHydro Technologies Corp. SEC Documents”), such NeoHydro Technologies Corp. SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of NeoHydro Technologies Corp. and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by NeoHydro Technologies Corp.’s independent accountants). Except as set forth in the NeoHydro Technologies Corp. SEC Documents, at the date of the most recent audited financial statements of NeoHydro Technologies Corp. included in the NeoHydro Technologies Corp. SEC Documents, NeoHydro Technologies Corp. has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NeoHydro Technologies Corp...

Corporate Authority; Noncontravention. NeoHydro Technologies Corp. has all requisite corporate and other power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by NeoHydro Technologies Corp. and the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby have been (or at Closing will have been) duly authorized by all necessary corporate action on the part of NeoHydro Technologies Corp.. This Agreement has been duly executed and when delivered by NeoHydro Technologies Corp. shall constitute a valid and binding obligation of NeoHydro Technologies Corp., enforceable against NeoHydro Technologies Corp. in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions hereof will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of NeoHydro Technologies Corp. under, (i) its articles of incorporation, bylaws, or other charter documents of NeoHydro Technologies Corp. (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to NeoHydro Technologies Corp., its properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to NeoHydro Technologies Corp., its properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a material adverse effect with respect to NeoHydro Technologies Corp. or could not prevent, hinder or materially delay the ability of NeoHydro Technologies Corp. to consummate the transactions contemplated by this Agreement. Government Authorization. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity, is required by or with respect to NeoHydro Technologies Corp. in connection with the execution and delivery of this Agreement by NeoHydro Technologies Corp., or the consummation by NeoHydro Technologies Corp. of the transactions contemplated hereby, except, with respect to this Agreement, any filings under the Nevada Statutes, the Securities Act or the Exchange Act. Financial Statements. • The consolidated financial statements of NeoHydro Technologies Corp. included in the reports, schedules, forms, statements and other documents filed by NeoHydro Technologies Corp. with the SEC (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “NeoHydro Technologies Corp. SEC Documents”), such NeoHydro Technologies Corp. SEC Documents comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of NeoHydro Technologies Corp. and its consolidated subsidiaries as of the dates thereof and the consolidated results of operations and changes in cash flows for the periods then ended (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments as determined by NeoHydro Technologies Corp.’s independent accountants). Except as set forth in the NeoHydro Technologies Corp. SEC Documents, at the date of the most recent audited financial statements of NeoHydro Technologies Corp. included in the NeoHydro Technologies Corp. SEC Documents, NeoHydro Technologies Corp. has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to NeoHydro Technologies Corp...