Common use of Organization, Qualification and Authority Clause in Contracts

Organization, Qualification and Authority. Explore is a corporation duly organized, validly existing and in good standing in the State of Nevada, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. Explore has the full right, power and authority to own, lease and operate its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining requisite approval of the shareholders of Explore, Explore has the full right, power and authority to execute, deliver and carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore hereby, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining requisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Explore have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equity.

Organization, Qualification and Authority. Explore Each of Holdings and its Subsidiaries is a corporation duly organized, validly existing and in good standing in under the State laws of Nevada, the jurisdiction of its incorporation and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation and in all relevant jurisdictionsgood standing in each jurisdiction in which the character of its properties or the nature of its business makes such qualification necessary, except where the failure to so qualify would not have a Material Adverse Effect. Explore Each of Holdings and its Subsidiaries has the full right, corporate power and authority to own, lease and operate own its properties and assets as presently owned, leased and operated and to carry on its business as it is now being conducted. Subject to obtaining Each of Holdings and the Company has all requisite approval of the shareholders of Explore, Explore has the full right, corporate power and authority to execute, deliver enter into this Agreement and to issue and sell its respective Securities hereunder. Holdings has all requisite corporate power and authority to enter into the Warrant Purchase Agreement and the Shareholder Agreement and to issue and sell its Warrants under the Warrant Purchase Agreement. The Company has all requisite corporate power and authority to file the Certificate of Designation with the Secretary of State of the State of Delaware. Holdings has the requisite corporate power and authority to issue the shares of Common Stock upon exercise of the Warrants. Each of Holdings and the Company has the requisite corporate power and authority to carry out the terms of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore herebyhereby and thereby to be performed by it, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining requisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement performance hereof and all other agreements and documents executed in connection herewith by Explore thereof have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approvalaction. This Agreement constitutes, and all each other agreements agreement (including the Warrant Purchase Agreement and documents the Shareholder Agreement) or instrument (including the Securities) executed and delivered by Holdings and the Company pursuant hereto or thereto or in connection herewith by Explore andor therewith will constitute, upon due execution and delivery thereoflegal, will constitute the valid and binding obligations of Explore, Holdings and the Company enforceable against Holdings and the Company in accordance with their respective terms, except as enforcement such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by (b) general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Organization, Qualification and Authority. Explore Each of the PRC Subsidiaries has been duly established, is a corporation duly organized, validly existing and as a company in good standing in under the State laws of Nevadathe PRC, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and Hong Kong Subsidiary has been duly qualified to do business established, is validly existing as a foreign corporation company in all relevant jurisdictionsgood standing under the laws of the Hong Kong. Explore Each of the PRC Subsidiaries and the Hong Kong Subsidiary has the full right, corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated property and to carry on conduct its business as it described in the Registration Statement and the Prospectus, and is now being conducted. Subject duly qualified to obtaining requisite approval transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to do so would not have a Material Adverse Effect on the assets, business or operations of the shareholders Company and its Subsidiaries taken as a whole. Each of Explorethe PRC Subsidiaries and the Hong Kong Subsidiary has applied for and obtained all requisite business licenses, Explore has clearance and permits required under the full rightlaws and regulations of the PRC or Hong Kong, power and authority to executeas applicable, deliver and carry out as necessary for the terms conduct of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore herebyits businesses, and to take each of the PRC Subsidiaries and the Hong Kong Subsidiary has complied in all actions necessary to permit material respects with all laws and regulations of the PRC or approve the actions of Explore taken Hong Kong, as applicable, in connection with this Agreement. Subject foreign exchange, except where the failure to obtaining requisite approval do so would not have a Material Adverse Effect on the assets, business or operations of the shareholders Company taken as a whole. The registered capital of Exploreeach of the PRC Subsidiaries and the Hong Kong Subsidiary has been fully paid in accordance with the schedule of payment stipulated in its respective Articles of Incorporation, approval document, certificate of approval and legal person business license (hereinafter referred to as the execution“Establishment Documents”) and in compliance with the PRC or Hong Kong laws and regulations, delivery as applicable, and consummation there is no outstanding capital contribution commitment for any of this Agreement the PRC Subsidiaries or Hong Kong Subsidiary. The Establishment Documents of the PRC Subsidiaries and all other agreements and documents executed in connection herewith by Explore the Hong Kong Subsidiary have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable approved in accordance with their respective termsthe laws of the PRC and Hong Kong, as applicable, and are valid and enforceable. The business scope specified in the Establishment Documents of each of the PRC Subsidiaries and the Hong Kong Subsidiary complies with the requirements of all relevant the PRC or Hong Kong laws and regulations, as the case may be. All of the outstanding equity interests of each of the PRC Subsidiaries and Hong Kong Subsidiary are owned of record by the Company or a wholly owned subsidiary, except for such specific entities or individuals identified as enforcement may be limited by bankruptcythe registered holders thereof in the Registration Statement and the Prospectus. The Company possesses, insolvencydirectly or indirectly, reorganization the power to direct, or similar laws affecting creditors' rights generally cause the direction of, the management and by general principles policies of equity.the PRC Subsidiaries and the Hong Kong Subsidiary. Maxim Group LLC [ ], 2011

Organization, Qualification and Authority. Explore Each of the PRC Subsidiaries has been duly established, is a corporation duly organized, validly existing and as a company in good standing in under the State laws of Nevadathe PRC, and is not required to be qualified to do business as a foreign corporation in any other jurisdiction. Explore does not own stock or equity interest in and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and BVI Subsidiary has been duly qualified to do business established, is validly existing as a foreign corporation company in all relevant jurisdictionsgood standing under the laws of the BVI. Explore Each of the PRC Subsidiaries and the BVI Subsidiary has the full right, corporate power and authority to own, lease and operate its properties and assets as presently owned, leased and operated property and to carry on conduct its business as it described in the Registration Statement and the Prospectus, and is now being conducted. Subject duly qualified to obtaining requisite approval transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except where the failure to do so would not have a material adverse effect on the assets, business or operations of the shareholders Company taken as a whole. Each of Explorethe PRC Subsidiaries and the BVI Subsidiary has applied for and obtained all requisite business licenses, Explore has clearance and permits required under the full rightlaws and regulations of the PRC or BVI, power and authority to executeas applicable, deliver and carry out as necessary for the terms conduct of this Agreement and all documents and agreements necessary to give effect to the provisions of this Agreement, to consummate the transactions contemplated on the part of Explore herebyits businesses, and to take each of the PRC Subsidiaries and the BVI Subsidiary has complied in all actions necessary to permit material respects with all laws and regulations of the PRC or approve the actions of Explore taken BVI, as applicable, in connection with this Agreement. Subject foreign exchange, except where the failure to obtaining requisite approval do so would not have a material adverse effect on the assets, business or operations of the shareholders Company taken as a whole. The registered capital of Exploreeach of the PRC Subsidiaries and the BVI Subsidiary has been fully paid up in accordance with the schedule of payment stipulated in its respective Articles of Incorporation, approval document, certificate of approval and legal person business license (hereinafter referred to as the execution“Establishment Documents”) and in compliance with the PRC or BVI laws and regulations, delivery as applicable, and consummation there is no outstanding capital contribution commitment for any of this Agreement the PRC Subsidiaries or BVI Subsidiary. The Establishment Documents of the PRC Subsidiaries and all other agreements and documents executed in connection herewith by Explore the BVI Subsidiary have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Explore, or any other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable approved in accordance with their respective termsthe laws of the PRC and BVI, as applicable, and are valid and enforceable. The business scope specified in the Establishment Documents of each of the PRC Subsidiaries and the BVI Subsidiary complies with the requirements of all relevant the PRC or BVI laws and regulations, as the case may be. The outstanding equity interests of each of the PRC Subsidiaries and BVI Subsidiary are owned of record by the Company or a wholly owned subsidiary, except for such specific entities or individuals identified as enforcement may be limited by bankruptcythe registered holders thereof in the Registration Statement and the Prospectus. The Company possesses, insolvencydirectly or indirectly, reorganization the power to direct, or similar laws affecting creditors' rights generally cause the direction of, the management and by general principles policies of equitythe PRC Subsidiaries and the BVI Subsidiary.

Organization, Qualification and Authority. Explore is a corporation Each of the Company and its Subsidiaries are limited liability companies or corporations duly organized, validly existing existing, and in good standing under the laws of the jurisdiction of their formation or incorporation. Each of the Company and its Subsidiaries are duly authorized to conduct business and are in good standing under the State Laws of Nevada, each country and jurisdiction where such qualification is not required to be required. Each of the Company and its Subsidiaries are duly qualified to do business as and registered under applicable Law in each country where they operate or hold Equity Interests in a foreign corporation in any other jurisdictionlocal company. Explore does not own stock or equity interest in Each of the Company and does not control, directly or indirectly, any corporation, partnership, joint venture, association or business organization. Since the date of its organization and incorporation Subsidiaries have full corporate or formation, Explore has consistently observed and operated within the corporate formalities of the jurisdictions in which it is organized and/or conducts its business, has consistently observed and complied with the general corporation law of such jurisdictions and has been duly qualified to do business as a foreign corporation in all relevant jurisdictions. Explore has the full right, limited liability company power and authority to ownand all licenses, lease permits, and operate its properties and assets as presently owned, leased and operated and authorizations necessary to carry on its business as it is now being conductedthe businesses in which they are engaged and to own and use the properties owned and used by them. Subject to obtaining requisite approval Schedule 4.6 of the shareholders Disclosure Schedule lists the directors and officers (or their equivalent) of Explorethe Company and each of its Subsidiaries. Seller agrees, Explore has within sixty (60) days as of Closing, to cause shareholders’ meetings for the full right, power and authority to execute, deliver and carry out the terms of this Agreement Company and all documents Subsidiaries to be held to ascertain the officers and agreements necessary directors and mutually agree with Buyer to give effect to new panels; provided that if the provisions of this Agreement, to consummate the transactions contemplated Parties should not agree on the part new panels, then the officers/directors will be limited to Alex, Xxxxx Xxxxxxxx, Xxxxxxx Chehtman and - if applicable - to local minority shareholders. Seller has delivered to Buyer correct and complete copies of Explore herebythe charter and bylaws or other formation and organizational documents for each of the Company and its Subsidiaries (as amended to date). The minute books (containing the records of meetings of the members, stockholders, the board of directors, and to take all actions necessary to permit or approve the actions of Explore taken in connection with this Agreement. Subject to obtaining requisite approval of the shareholders of Explore, the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith by Explore have been duly authorized by all necessary corporate action on the part of Explore, respectively. No other action on the part of Exploremanagers, or any committee thereof), and the stock certificate or membership interest books for each of the Company and its Subsidiaries are correct and complete. Neither the Company nor any of its Subsidiaries is in default under or in violation of any provision of its charter or bylaws or other person or entity is necessary to authorize the execution, delivery and consummation of this Agreement and all other agreements and documents executed in connection herewith, other than such shareholder approval. This Agreement and all other agreements and documents executed in connection herewith by Explore and, upon due execution and delivery thereof, will constitute the valid and binding obligations of Explore, enforceable in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by general principles of equityorganizational documents.