Common use of Securities Laws Compliance Clause in Contracts

Securities Laws Compliance. The Company Shareholder is aware that the offer or sale of the shares of Mill Basin Stock to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin shall refuse to transfer the Mill Basin Stock except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the Discovery Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock Discovery Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock Discovery Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Discovery Shares issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin Discovery shall refuse to transfer the Mill Basin Stock Discovery Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES "1933 ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES 1933 ACT.

Securities Laws Compliance. The Company Shareholder Majority Stockholder is aware that neither the Prologue Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder Majority Stockholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder Majority Stockholder understands that the shares of Mill Basin Stock Prologue Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Majority Stockholder agrees that the Company Shareholder Majority Stockholder will not sell all or any portion of the shares of Mill Basin Stock Prologue Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder address of the Majority Stockholder is as set forth on Exhibit A attached hereto. The Majority Stockholder understands that each certificate for the shares of Mill Basin Stock Prologue Shares issued to the Company Shareholder Majority Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin Prologue shall refuse to transfer the Mill Basin Stock Prologue Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES "1933 ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES 1933 ACT.

Securities Laws Compliance. The Company Shareholder is aware that the offer or sale of the shares of Mill Basin Common Stock to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Common Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin the Common Stock except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Common Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 6.3 and that Mill Basin LNPI shall refuse to transfer the Mill Basin Common Stock except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the Unipro Preferred nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock Unipro Preferred will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock Unipro Preferred except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 3.4 and that Mill Basin UNIPRO shall refuse to transfer the Mill Basin Stock Unipro Preferred except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"SECURITIES ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that Investor Shares will not be offered for sale, sold or otherwise transferred by the offer Investor except pursuant to a registration statement or sale of the shares of Mill Basin Stock to the Company Shareholder has not been registered under the Securities Actin a transaction exempt from, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without not subject to, registration under the Securities Act only in certain limited circumstancesand any applicable state securities laws. Sophistication. The Company Shareholder agrees Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the Company Shareholder will not sell all or any portion merits and risks of its investment in the shares Investor Shares being acquired hereunder. The Investor is a "qualified institutional buyer" within the meaning of Mill Basin Stock except pursuant to registration Rule 144A under the Securities Act or pursuant to an available exemption from registration "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act. The Company Shareholder Investor understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Investor Shares for an indefinite period of time). Without derogating from or limiting the representations and warranties of the Company, the Investor acknowledges that each certificate for it has been afforded the shares of Mill Basin Stock issued opportunity to ask questions and receive answers concerning the Company Shareholder and to obtain additional information that it has requested to verify the information contained herein. Legended Securities. The Investor understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under any applicable requirements of the Securities Act or to any subsequent transferee applicable state securities laws, the Investor Shares shall be stamped or otherwise imprinted with represented by a certificate bearing the following legend set forth below summarizing (the restrictions described in this Section 3.3 and that Mill Basin shall refuse to transfer the Mill Basin Stock except in accordance with such restrictions: "Securities Act Legend"): THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SECURITIES COMMISSION OF ANY STATE UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"SECURITIES ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND , AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND SOLD (I) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (II) PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH RESPECT APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER TO SUCH SHARESEFFECT, OR AN OPINION THE SUBSTANCE OF THE ISSUER’S COUNSEL WHICH SHALL BE REASONABLY ACCEPTABLE TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED COMPANY OR (III) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT. The foregoing Securities Act Legend shall be promptly removed from Investor Shares and the Company shall issue, or cause to be issued, to the Investor a certificate for such Investor Shares without such legend or any other legend, or, if so requested by the Investor, by electronic delivery at the applicable balance account at the Depository Trust Company ("DTC"), if one of the following conditions is met: (a) such Investor Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations; (b) in connection with a sale, assignment or other transfer of such Investor Shares, the Investor provides the Company with an opinion of counsel, in a generally acceptable form to the Company and its transfer agent, to the effect that such sale, assignment or transfer of such Investor Shares may be made without registration under the applicable requirements of the Securities Act and that the legend can be removed from the Investor Shares; or (c) the Investor Shares are registered and sold pursuant to an effective registration statement for resale under the Securities Act (including pursuant to the Shelf Registration Statement). Any fees (with respect to the transfer agent or otherwise) associated with the removal of such legend shall be borne by the Company. Following the effective date of the Shelf Registration Statement, or at such time as a Securities Act Legend is no longer required for any Investor Shares, the Company will use its commercially reasonable efforts to no later than three (3) trading days following the delivery by the Investor to the Company or its transfer agent (with notice to the Company) of a legended certificate representing such Investor Shares (endorsed or with stock powers attached and otherwise in form necessary to effect the reissuance and/or transfer), deliver or cause to be delivered to the Investor a certificate representing such Investor Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 4(g). Certificates for Investor Shares subject to legend removal hereunder may be transmitted by the transfer agent to such Investor by crediting the account of such Investor's prime broker with DTC as directed by such Investor.

Securities Laws Compliance. The Company Shareholder is aware that Merger and the offer or sale other transactions contemplated hereby shall qualify as a private placement under Section 4(2) of the Securities Act and the shares of Mill Basin Parent Common Stock to issued in connection with the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as Merger shall constitute “restricted securities” under US federal securities laws and that under the Securities Act. Except as set forth in the Stockholders Agreement, Parent shall have no obligation to register such laws and applicable regulations such securities may be resold without registration shares under the Securities Act only in certain limited circumstancesAct. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Parent Common Stock issued in connection with the Merger may not be offered, sold, assigned, pledged or otherwise transferred, except pursuant to following registration of such shares under the Securities Act or pursuant to in reliance on an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for certificates representing the shares of Mill Basin Parent Common Stock issued to shall bear the Company Shareholder or following restrictive legend, in addition to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin shall refuse to transfer the Mill Basin Stock except in accordance with such restrictionsother applicable legends required under state “blue sky” laws: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, ASSIGNED PLEDGED, OR OTHERWISE DISPOSED TRANSFERRED UNLESS REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF IN THE ABSENCE OF A CURRENT ACT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE APPLICABLE STATE SECURITIES ACT WITH RESPECT TO SUCH SHARESLAWS, OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PARENT IS OBTAINED BY THE ISSUER’S COUNSEL TO THE EFFECT HOLDER OF THIS CERTIFICATE STATING THAT SUCH OFFER, SALE, ASSIGNMENT, PLEDGE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACTOR QUALIFICATION.

Securities Laws Compliance. The Company Shareholder Majority Stockholder is aware that neither the LYPP Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder Majority Stockholder has not been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Company Shareholder Majority Stockholder understands that the shares of Mill Basin Stock LYPP Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Majority Stockholder agrees that the Company Shareholder Majority Stockholder will not sell all or any portion of the shares of Mill Basin Stock LYPP Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder address of the Majority Stockholder is as set forth on EXHIBIT A attached hereto. The Majority Stockholder understands that each certificate for the shares of Mill Basin Stock LYPP Shares issued to the Company Shareholder Majority Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 2.3 and that Mill Basin LYPP shall refuse to transfer the Mill Basin Stock LYPP Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"SECURITIES ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that the offer or sale of the shares of Mill Basin Sooner Holdings Series A Preferred Stock to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Sooner Holdings Series A Preferred Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Sooner Holdings Series A Preferred Stock except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Sooner Holdings Series A Preferred Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 4.3 and that Mill Basin Sooner Holdings shall refuse to transfer the Mill Basin Sooner Holdings Series A Preferred Stock except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR UNLESS AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT EXEMPTION IS AVAILABLE FROM REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder Subscriber is aware that the offer or sale of the shares of Mill Basin Stock to the Company Shareholder has LYPP Shares have not been registered under the Securities Act of 1933, as amended ("Securities Act"), or under any state securities law. The Company Shareholder Subscriber understands that the shares of Mill Basin Stock LYPP Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Subscriber agrees that the Company Shareholder Subscriber will not sell all or any portion of the shares of Mill Basin Stock LYPP Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder Subscriber understands that each certificate for the shares of Mill Basin Stock LYPP Shares issued to the Company Shareholder Subscriber or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 herein and that Mill Basin LYPP shall refuse to transfer the Mill Basin Stock LYPP Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “SECURITIES "1933 ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES 1933 ACT.

Securities Laws Compliance. The Company Shareholder is aware Employee understands that the offer or sale of the shares of Mill Basin Stock to the Company Shareholder has Shares have not been registered under the Securities Act of 1933, as amended (the "Act") and are, therefore, "restricted shares" within the meaning of Rule 144 of the Securities and Exchange Commission ("SEC"). Employee further understands that, regardless of the termination of the Restricted Period and the vesting provisions set forth in Section 3, he may not sell or otherwise dispose of the Shares unless they are registered under the Act and any applicable state securities lawlaw or an exemption from such registration is available. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Employee therefore agrees that the Company Shareholder will not sell all certificate or any portion of certificates for the shares of Mill Basin Stock except Shares delivered to him pursuant to registration under Section 3 shall bear the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin shall refuse to transfer the Mill Basin Stock except in accordance with such restrictionsfollowing legend: ================================================================================ THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES ACT”)LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF A CURRENT AND EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR QUALIFICATION WITHOUT AN OPINION OF THE ISSUER’S COUNSEL SATISFACTORY TO THE EFFECT CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACTREQUIRED. Employee agrees that he will advise the Secretary of the Company prior to any sale or other transfer of the Shares.

Securities Laws Compliance. The Company Shareholder Stockholder is aware that neither the China Hotel Holdings, Inc. Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder Stockholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder Stockholder understands that the shares of Mill Basin Stock China Hotel Holdings, Inc. Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Stockholder agrees that the Company Shareholder Stockholder will not sell all or any portion of the shares of Mill Basin Stock China Hotel Holdings, Inc. Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder address of the Stockholder is as set forth on Exhibit A attached hereto. The Stockholder understands that each certificate for the shares of Mill Basin Stock China Hotel Holdings, Inc. Shares issued to the Company Shareholder Stockholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin China Hotel Holdings, Inc. shall refuse to transfer the Mill Basin Stock China Hotel Holdings, Inc. Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES "1933 ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES 1933 ACT.

Securities Laws Compliance. The Company Shareholder It is aware that the offer or sale sole responsibility of the shares of Mill Basin Stock Employee to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under comply with the Securities Act only of 1933, as amended (the “1933 Act”), and all applicable federal or state securities laws, as they are in certain limited circumstanceseffect hereafter, and the requirements of any stock exchange or national market system on which the Shares may be listed at any subsequent time. The Company Shareholder Employee acknowledges and agrees that the Company Shareholder will is under no obligation to register, qualify or list the Shares with the SEC, any state securities commission or any stock exchange to effect such compliance, or, if registered, qualified or listed, to retain such status for any amount of time. To the extent that the Shares are registered under the Company’s then effective registration statement on Form S-8, Registration No. 333-13766, the Employee may avail himself of the benefits of such registration, provided that the Company shall not sell be obligated to maintain the effectiveness of such registration for any amount of time. The Employee acknowledges and agrees that the Shares may have to be held indefinitely unless they are properly registered under the 1933 Act and qualified or registered under other applicable securities laws, rules and regulations, or unless an exemption from such qualification or registration is available. Without in any way limiting the Employee’s representations set forth above, the Employee further agrees that he shall in no event make any disposition of all or any portion of the shares of Mill Basin Stock except pursuant to Shares, unless and until (A) there is then in effect a registration statement under the Securities 1933 Act or pursuant to an available exemption from covering such proposed disposition and such disposition is made in accordance with said registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock issued statement, with ten (10) business days written notice given to the Company Shareholder or prior to any subsequent transferee planned disposition; or (B) (1) the Employee shall be stamped or otherwise imprinted have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the legend set forth below summarizing circumstances surrounding the restrictions described proposed disposition, (2) the Employee shall have furnished the Company with an opinion of the Employee’s counsel, retained at the Employee’s sole expense, to the effect that such disposition will not require registration of such Shares under the 1933 Act, and (3) such opinion of the Employee’s counsel shall have been reasonably concurred in this Section 3.3 by counsel for the Company and that Mill Basin the Company shall refuse to transfer the Mill Basin Stock except in accordance with have advised Purchaser of such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACTconcurrence.

Securities Laws Compliance. The Company Shareholder is aware that neither the Unipro Preferred nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock Unipro Preferred will be characterized as “restricted securitiesrestricted” securities under US federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock Unipro Preferred except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 3.4 and that Mill Basin UNIPRO shall refuse to transfer the Mill Basin Stock Unipro Preferred except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware Employee understands that the offer or sale of the shares of Mill Basin Stock to the Company Shareholder has Shares have not been registered under the Securities Act of 1933, as amended (the "Act") and are, therefore, "restricted shares" within the meaning of Rule 144 of the Securities and Exchange Commission ("SEC"). Employee further understands that, regardless of the termination of the Restricted Period and the vesting provisions set forth in Section 3, he may not sell or otherwise dispose of the Shares unless they are registered under the Act and any applicable state securities lawlaw or an exemption from such registration is available. The Company Shareholder understands that the shares of Mill Basin Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Employee therefore agrees that the Company Shareholder will not sell all certificate or any portion of certificates for the shares of Mill Basin Stock except Shares delivered to him pursuant to registration under Section 3 shall bear the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin shall refuse to transfer the Mill Basin Stock except in accordance with such restrictionsfollowing legend: -------------------------------------------------------------------------------- THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES ACT”)LAWS. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED SOLD OR OTHERWISE DISPOSED OF TRANSFERRED IN THE ABSENCE OF A CURRENT AND EFFECTIVE SUCH REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR QUALIFICATION WITHOUT AN OPINION OF THE ISSUER’S COUNSEL SATISFACTORY TO THE EFFECT CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACTREQUIRED. Employee agrees that he will advise the Secretary of the Company prior to any sale or other transfer of the Shares.

Securities Laws Compliance. The Company Shareholder Majority Member is aware that neither the Drilling Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder Majority Member has not been registered under the Securities Act, or under any state securities law. The Company Shareholder Majority Member understands that the shares of Mill Basin Stock Drilling Shares will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Majority Member agrees that the Company Shareholder Majority Member will not sell all or any portion of the shares of Mill Basin Stock Drilling Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder address of the Majority Member is as set forth on Exhibit A attached hereto. The Majority Member understands that each certificate for the shares of Mill Basin Stock Drilling Shares issued to the Company Shareholder Majority Member or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin Drilling shall refuse to transfer the Mill Basin Stock Drilling Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES "1933 ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES 1933 ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the Unipro Preferred nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock Unipro Preferred will be characterized as “restricted securities” "restricted" securities under US federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock Unipro Preferred except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 3.4 and that Mill Basin UNIPRO shall refuse to transfer the Mill Basin Stock Unipro Preferred except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"SECURITIES ACT”"). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the Target Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock Target Shares will be characterized as “restricted securitiesrestricted” securities under US United States federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock Target Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Target Shares issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 3.5(a) and that Mill Basin Target shall refuse to transfer the Mill Basin Stock Target Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities lawLaws. The Company Shareholder understands that the shares of Mill Basin Stock Exchange Shares will be characterized as “restricted securitiesrestricted” securities under US federal securities laws Laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws Laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of Exchange Shares except pursuant to Regulation S under the shares of Mill Basin Stock except Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act, and will not engage in hedging transactions with regard to the Exchange Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the bear a legend substantially as set forth below summarizing the restrictions described in this Section 3.3 below, and that Mill Basin China-Biotics shall refuse to transfer the Mill Basin Stock Exchange Shares except in accordance with such restrictions: THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES 1933 ACT”)) OR ANY STATE SECURITIES LAWS. THE SHARES SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE EFFECT ISSUER STATING THAT REGISTRATION SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS NOT REQUIRED BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.

Securities Laws Compliance. The Company Shareholder is aware that neither the WYOI Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Stock WYOI Shares will be characterized as “restricted securitiesrestricted” securities under US federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Stock WYOI Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Stock WYOI Shares issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 and that Mill Basin WYOI shall refuse to transfer the Mill Basin Stock WYOI Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder Prince and the Prince Security Holders, by execution of this Agreement and of Exhibit B or Exhibit C, as applicable, is aware that neither the ERSD Shares nor the offer or sale of the shares of Mill Basin Stock thereof to the Company Shareholder Prince Security Holders has not been registered under the Securities Act, or under any state securities law. The Company Shareholder Prince Security Holders understands that the shares of Mill Basin Stock ERSD Shares will be characterized as “restricted securitiesrestricted” securities under US United States federal securities laws inasmuch as they are being acquired in a transaction that has not been registered under the Securities Act and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder Prince Security Holders agrees that the Company Shareholder Prince Security Holders will not sell all or any portion of the shares of Mill Basin Stock ERSD Shares except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder Prince Security Holders understands that each certificate for the shares of Mill Basin Stock ERSD Shares issued to the Company Shareholder Prince Security Holders or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 Article 3.3(a) and that Mill Basin ERSD shall refuse to transfer the Mill Basin Stock ERSD Shares except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S 'S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.

Securities Laws Compliance. The Company Shareholder is aware that the offer or sale of the shares of Mill Basin Series A Preferred Stock to the Company Shareholder has not been registered under the Securities Act, or under any state securities law. The Company Shareholder understands that the shares of Mill Basin Series A Preferred Stock and the underlying EBM Common Stock will be characterized as “restricted securities” under US federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that the Company Shareholder will not sell all or any portion of the shares of Mill Basin Series A Preferred Stock and the underlying Common Stock except pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Act. The Company Shareholder understands that each certificate for the shares of Mill Basin Series A Preferred Stock and underlying EBM Common Stock issued to the Company Shareholder or to any subsequent transferee shall be stamped or otherwise imprinted with the legend set forth below summarizing the restrictions described in this Section 3.3 5.3 and that Mill Basin EBM shall refuse to transfer the Mill Basin Stock EBM common stock except in accordance with such restrictions: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION OF THE ISSUER’S COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.