Consents and Approvals; No Violations. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby will not # violate any statute, rule, regulation, order or decree of any governmental authority by which Seller is bound or by which any of Seller’s properties or assets are bound; # except as set forth herein, require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity; # result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Seller is a party or by which Seller or any of Seller’s properties or assets are bound; # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Seller under, any contract to which Seller is a party or by which any of Seller’s properties or assets are bound; or # result in the creation of, or imposition of any lien or encumbrance upon, the Shares or any of Seller’s other properties or assets under any debt, obligation, contract, commitment or other agreement to which Seller is a party or by which any of its properties or assets are bound.

Section # Consents and Approvals; No Violations.

No Violations. To the knowledge of the Company, it is not in violation of its Certificate of Incorporation, bylaws or other organizational documents, as amended. To the knowledge of the Company, it is not in violation of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company, which violation, individually or in the aggregate, is reasonably likely to have a Material Adverse Effect. The Company is not in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other material agreement or instrument to which the Company is a party or by which the Company is bound, which such default would have a Material Adverse Effect upon the Company.

Consents and Approvals by Company; No Violations by Company. Upon approval by the DPSC, consummation of the transactions contemplated hereby will not # violate any statute, rule, regulation, order or decree of any governmental authority by which the Company is bound or by which any of the Company’s properties or assets are bound; # require any filing with, or permit, consent or approval of, or the giving of any notice to, any governmental authority or any other person or entity other than the DPSC through an application that Company and Buyer shall jointly submit pursuant to 26 Del. C. § 215; # result in a violation or breach of, or constitute a default under, any license, franchise, permit, agreement or instrument to which Company is a party or by which Company or any of Company’s properties or assets are bound; or # constitute an event which, with notice or lapse of time or both, would permit any person or entity to terminate, accelerate the performance required by, or accelerate the maturity of any indebtedness for borrowed money or material obligations of Company under, any contract to which Company is a party or by which any of Company’s properties or assets are bound.

No Violation; Consents and Approvals. Except for matters described in clauses (b), (c), (d) or (e) below that would not, individually or in the aggregate, reasonably be expected to have a CEGPS Material Adverse Effect, neither the execution and delivery by CEGPS of this Agreement, nor the consummation by CEGPS of the transactions contemplated hereby, will # violate or conflict with any provision of the Governing Documents of CEGPS, # require any consent, approval, authorization or permit of, registration, declaration or filing with, or notification to, any Governmental Entity, # require any consent, approval or authorization of or notification to, any counterparty to, or result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, cancellation, amendment or acceleration of any obligation or the loss of any benefit under, any material permit or Contract to which CEGPS or any of its Affiliates is a party or by or to which any of their properties are bound, # result in the creation of an Encumbrance upon or require the sale of or give any Person the right to acquire any of the assets of CEGPS or any of its Subsidiaries, or restrict, hinder, impair or limit the ability of CEGPS or any of its Subsidiaries to carry on their businesses as and where they are being carried on, or # violate or conflict with any Law applicable to CEGPS or any of its Subsidiaries.

Violations. CONSULTANT agrees that ​ and its related entities would be irreparably harmed by any actual or threatened violation of the promises in this Article IV, and therefore, that, in addition to other remedies, ​ and its related entities will be entitled to an injunction prohibiting CONSULTANT from committing any such violations.

Authorization; No Restrictions, Consents or Approvals. Such Shareholder has the right, power, legal capacity and authority to enter into and perform such Shareholder’s obligations under this Agreement; and no approvals or consents are necessary in connection with it or obtained approvals or. consents if any. All of the shares of common stock of AUFP owned by such Shareholder are owned free and clear of all liens, pledges, encumbrances, changes, restrictions or known claims of any kind, nature or description.

Authorization; No Restrictions, Consents or Approvals. AUFP has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by AUFP and constitutes the legal, valid, binding and enforceable obligation of AUFP, enforceable against AUFP in accordance with its terms. The execution and delivery of this Agreement and the consummation by AUFP of the transactions contemplated herein do not and will not on the Closing # conflict with or violate any of the terms of the articles of incorporation and bylaws of AUFP or any applicable law relating to AUFP, # conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which AUFP is bound or to which any property of AUFP is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which AUFP has obtained consent for the transactions contemplated under this Agreement, # result in the creation or imposition of any lien on any of the assets of AUFP, # constitute an event permitting termination of any material agreement or instrument to which AUFP is a party or by which any property or asset of AUFP is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which AUFP has obtained consent for the transactions contemplated under this Agreement, or # conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which AUFP is a party or by which AUFP may be bound, or result in the violation by AUFP of any laws to which AUFP may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by AUFP of this Agreement or the performance by AUFP of its obligations hereunder.

Authorization; No Restrictions, Consents or Approvals. Hainan ​ or ​ has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Hainan ​ or ​ and constitutes the legal, valid, binding and enforceable obligation of Hainan ​ or ​, enforceable against Hainan ​ or ​ in accordance with its terms. The execution and delivery of this Agreement and the consummation by Hainan ​ or ​ of the transactions contemplated herein (including the issuance of the ​ Shares in exchange for the AUFP Shares) do not and will not on the Closing # conflict with or violate any of the terms of the articles of incorporation and bylaws of ​ or any applicable law relating to ​, # conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which ​ is bound or to which any property of ​ is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which ​ has obtained consent for the transactions contemplated under this Agreement, # result in the creation or imposition of any lien on any of the assets of ​, # constitute an event permitting termination of any material agreement or instrument to which ​ is a party or by which any property or asset of ​ is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which ​ has obtained consent for the transactions contemplated under this Agreement, or # conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which ​ is a party or by which ​ may be bound, or result in the violation by ​ of any laws to which ​ may be subject, which would materially adversely affect the transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Hainan ​ or ​ of this Agreement or the performance by Hainan ​ or ​ of its obligations hereunder.

Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement, other than: application(s) to each applicable Trading Market for the listing of the Conversion Shares for trading thereon in the time and manner required thereby, # the filing of Form D with the Commission, # the filing of a Registration Statement with the Commission pursuant to Section 4.2, and # such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).