Common use of Securities Laws Compliance Clause in Contracts

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under 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 Exchange Shares except pursuant to Regulation S under the 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 Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 offering of the Exchange Shares nor Membership Interests constitutes the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restrictedsecurities” securities under 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 exempt from registration under the Securities Act only in Federal Rule 506(c) and 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 Securities Act, pursuant State exemptions to registration under applicable Blue-Sky laws. Should the Securities Act or pursuant Manager choose to an available exemption from registration under the Securities Actevidence a Membership Interest certificate, 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 Exchange Shares issued to shall be signed by the Company Shareholder or to any subsequent transferee Manager. A legend noting the restrictions on transfer shall bear a legend also be placed conspicuously on the face of all certificates substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsthe following: THE SECURITIES INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE BEEN OR WILL BE ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 SECURITIES ACT”) ), OR UNDER ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT , AND SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, CONVEYED, ASSIGNED, PLEDGED, ENCUMBERED, MORTGAGED, HYPOTHECATED, ASSIGNED DONATED, DELIVERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 EXCEPT IN COMPLIANCE WITH THE 1933 ACTSECURITIES ACT AND APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS AND ON DELIVERY TO THE COMPANY OF A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO IT TO THAT EFFECT. THE INTEREST REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, PURSUANT TO THE TERMS OF WHICH THE TRANSFER OF SUCH INTEREST IS RESTRICTED. SUCH AGREEMENT ALSO PROVIDES FOR VARIOUS OTHER LIMITATIONS AND OBLIGATIONS, AND ALL OF THE TERMS THEREOF ARE INCORPORATED BY REFERENCE HEREIN. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF ON WRITTEN REQUEST.

Securities Laws Compliance. The Company Shareholder (i) Purchaser has been advised that the Commodities Deeds are being treated as a security and that the offers and sales of this security have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the applicable country’s laws. Purchaser is aware purchasing the Cask Investment Deeds for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) Purchaser further acknowledges and understands that neither the Exchange Shares Units or Cask Investment Deeds issued hereunder have been (nor the offer or sale thereof to the Company Shareholder has been will they be) registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under 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 circumstancesby reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. (iii) Purchaser further acknowledges and understands that the Cask Investment Deeds acquired hereunder must be held until maturity unless the Cask Investment Deeds are subsequently registered under the Securities Act or an exemption from such registration is available. The Company Shareholder agrees Purchaser further acknowledges and understands that the Company Shareholder will not sell all is under no obligation to register the Cask Investment Deeds. Purchaser understands and agrees that Company may (i) retain the Cask Investment Deeds in escrow (or in a segregated location or on a segregated storage device) for so long as the Cask Investment Deeds are subject to restrictions on resale under the Securities Act (including Rule 144 promulgated thereunder) or (ii) otherwise take such actions as are necessary, in its reasonable discretion, to comply with applicable securities laws with respect to any portion Cask Investment Deeds acquired hereunder, which actions may include physical and/or electronic security measures, such as smart contracts, lock-ups or similar devices. (iv) Purchaser is familiar with the provisions of Exchange Shares except pursuant to Regulation S Rule 144 under the Securities Act, pursuant as in effect from time to registration under time, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the Securities Act issuer thereof (or pursuant to from an available exemption from registration under the Securities Actaffiliate of such issuer), and will not engage in hedging transactions with regard a non-public offering subject to the Exchange Shares unless in compliance with satisfaction of certain conditions. Purchaser acknowledges and agrees that the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE Cask Investment Deeds acquired hereunder constitute “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTrestricted securities” under Rule 144.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares Neither this Warrant nor the offer or sale thereof to the Company Shareholder has Shares have been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”), ") or under any state securities laws ("Blue Sky Laws"). The Company Shareholder understands that This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Exchange Shares will be characterized as “restricted” securities under 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 provisions of the Securities Act only Act; except for the transfer of the Warrant to one or more wholly- owned subsidiaries of Sirrom Capital Corporation, which subsidiary(s) shall be an "accredited investor," as defined 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 Rule 501(a) under the Securities Act, pursuant this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or pursuant to an available exemption from registration under any applicable Blue Sky Laws (the Securities ActCompany hereby acknowledges that Xxxxxxxx & Xxx, PLC is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and will not engage in hedging transactions with regard to the Exchange same extent as the Warrant and the certificates representing such Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsfollowing legend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 "ACT”) "), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAW AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RESPECT TO SUCH SHARESREGARD THERETO, OR WITH AN (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE ISSUER STATING THAT COMPANY, REGISTRATION UNDER SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY LAWS IS NOT BE CONDUCTED UNLESS REQUIRED IN COMPLIANCE CONNECTION WITH THE 1933 ACT.SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, including, if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares nor the offer or sale thereof of the shares of Mill Basin Stock to the Company Shareholder has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares shares of Mill Basin Stock will be characterized as “restrictedrestricted securities” securities under US federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 the shares of Mill Basin Stock except pursuant to Regulation S under the 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 Exchange Shares the shares of Mill Basin Stock issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer Mill Basin shall refuse to transfer the Exchange Shares Mill Basin Stock except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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. (a) The Company Shareholder Vendor is aware resident in the jurisdiction set out opposite its name on Schedule A and such residency was not obtained or used solely for the purpose of the transactions contemplated in this Agreement. (b) Except as set forth on Schedule 3.01(10)(b), (i) The Vendor hereby confirms that neither the Exchange Consideration Shares nor and Mascoma Warrants to be acquired by the offer Vendor pursuant hereto are acquired for investment for the Vendor’s own account, not as a nominee or sale thereof agent, and not with a view to the Company Shareholder resale or distribution of any part thereof, and that the Vendor has no present intention of selling, granting any participation in, or otherwise distributing the same. (ii) By executing this Agreement, the Vendor represents that the Vendor does not presently have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third party, with respect to any of the Consideration Shares, the Mascoma Warrants or any Underlying Securities. The Vendor has not been formed for the specific purpose of acquiring the Consideration Shares or Mascoma Warrants. (c) The Vendor understands that the Consideration Shares, Mascoma Warrants and the Underlying Securities have not been, and will not be, registered under the U.S. Securities Act of 1933 1933, as amended (the “Securities Act”), or under any state securities Lawsby reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Vendor’s representations as expressed herein. The Company Shareholder Vendor understands that the Exchange Shares will be characterized as Consideration Shares, Mascoma Warrants and Underlying Securities are “restrictedrestricted securities” under applicable U.S. federal and state securities under federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering 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 Exchange Shares except pursuant to Regulation S under the Securities Actthat, pursuant to these laws, the Vendor must hold the Consideration Shares, Mascoma Warrants and Underlying Securities indefinitely unless they are registered with the U.S. Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration under and qualification requirements is available. The Vendor acknowledges that Mascoma has no obligation to register or qualify the Consideration Shares, Mascoma Warrants or the Underlying Securities Act or pursuant to for resale except as set forth in the Rights Agreement. The Vendor further acknowledges that if an available exemption from registration under or qualification is available, it may be conditioned on various requirements including, but not limited to, the Securities Acttime and manner of sale, the holding period for the Consideration Shares, Mascoma Warrants and the Underlying Securities, and will on requirements relating to Mascoma which are outside of the Vendor’s control, and which Mascoma is under no obligation and may not engage in hedging transactions with regard be able to the Exchange Shares unless in compliance with the Securities Act. satisfy. (d) The Company Shareholder Vendor understands that each certificate no public market now exists for Exchange Shares issued to the Company Shareholder Consideration Shares, the Mascoma Warrants or to any subsequent transferee shall bear a legend substantially as set forth belowthe Underlying Securities, and that Issuer shall refuse Mascoma has made no assurances that a public market will ever exist for such securities. The decision of the Vendor to transfer enter into this Agreement has not been made as a result of any verbal or written representation as to fact or otherwise (including that any person will resell or repurchase the Exchange Shares except Consideration Shares, Mascoma Warrants or the Underlying Securities other than in accordance with their terms, that the Consideration Shares, Mascoma Warrants or the Underlying Securities will be admitted and posted for trading on a stock exchange or that application has been made for such restrictions: admission or as to the future price or value of such securities) made by or on behalf of Mascoma. (e) The Vendor understands that the Consideration Shares, Mascoma Warrants and the Underlying Securities, may bear one or all of the following legends: (i) “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, RELATED THERETO OR WITH AN OPINION OF COUNSEL REASONABLY IN A FORM SATISFACTORY TO THE ISSUER STATING MASCOMA THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS1933.” (ii) Any legend required by the securities laws of any jurisdiction to the extent such laws are applicable to the securities represented by the certificate so legended. (f) If the Vendor is resident in the United States, the Vendor is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (g) Each Vendor acknowledges that: (i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Consideration Shares, Mascoma Warrants or the Underlying Securities into which they may be converted; (ii) there is no government or other insurance covering the Consideration Shares, Mascoma Warrants or the Underlying Securities; (iii) there are risks associated with an investment in the Consideration Shares and Mascoma Warrants; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACTand (iv) there are restrictions on its ability to resell the Consideration Shares, Mascoma Warrants and the Underlying Securities and it is its responsibility to find out what those restrictions are and agrees not to resell such securities, except in accordance with the provisions of applicable securities legislation.

Securities Laws Compliance. The Company Shareholder Purchaser is aware that neither the Exchange Purchaser Shares nor the offer or sale thereof to the Company Shareholder Purchaser has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state or foreign securities Laws. The Company Shareholder Purchaser understands that the Exchange Purchaser Shares it will receive will be characterized as “restricted” securities under United States 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 Purchaser agrees that the Company Shareholder Purchaser will not sell all or any portion of Exchange Purchaser Shares except pursuant to Regulation Regulations D or S under the Securities Act, pursuant to registration under the Securities Act or pursuant to an other 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 Purchaser understands that each certificate for Exchange Purchaser Shares issued to the Company Shareholder or to any subsequent transferee Purchaser shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 (a) Purchaser has been advised that this instrument is aware a token being treated as a security and that neither the Exchange Shares nor the offer or sale thereof to the Company Shareholder has offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the U.S. Securities Act of 1933 (the “Securities Act”)applicable country’s laws. Purchaser is purchasing this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or under for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any state securities Lawsparticipation in, or otherwise distributing the same. The Company Shareholder Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (b) Purchaser further acknowledges and understands that neither this instrument nor the Exchange Shares Stacks Tokens issued hereunder have been (nor will be characterized as “restricted” securities under 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 be) registered under the Securities Act only in certain limited circumstancesby reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Stacks Tokens acquired hereunder must be held indefinitely unless the Stacks Tokens are subsequently registered under the Securities Act or an exemption from such registration is available. The Company Shareholder agrees Purchaser further acknowledges and understands that the Company Shareholder will not sell all is under no obligation to register the Stacks Tokens. Purchaser understands and agrees that Company may (i) retain the Stacks Tokens in escrow (or in a segregated location or on a segregated storage device) for so long as the Stacks Tokens are subject to restrictions on resale under the Securities Act (including Rule 144 promulgated thereunder) or (ii) otherwise take such actions as are necessary, in its reasonable discretion, to comply with applicable securities laws with respect to any portion Stacks Tokens acquired hereunder, which actions may include physical and/or electronic security measures, such as smart contracts, lock-ups or similar devices. (d) Purchaser is familiar with the provisions of Exchange Shares except pursuant to Regulation S Rule 144 under the Securities Act, pursuant as in effect from time to registration under time, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the Securities Act issuer thereof (or pursuant to from an available exemption from registration under the Securities Actaffiliate of such issuer), and will not engage in hedging transactions with regard a non-public offering subject to the Exchange Shares unless in compliance with satisfaction of certain conditions. Purchaser acknowledges and agrees that the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE Stacks Tokens acquired hereunder constitute “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTrestricted securities” under Rule 144.

Securities Laws Compliance. The Company Shareholder (a) Purchaser has been advised that this instrument is aware a token being treated as a security and that neither the Exchange Shares nor the offer or sale thereof to the Company Shareholder has offers and sales of this instrument have not been registered under any country’s securities laws and, therefore, cannot be resold except in compliance with the U.S. Securities Act of 1933 (the “Securities Act”)applicable country’s laws. Purchaser is purchasing this instrument for its own account for investment, not as a nominee or agent, and not with a view to, or under for resale in connection with, the distribution thereof, and the Purchaser has no present intention of selling, granting any state securities Lawsparticipation in, or otherwise distributing the same. The Company Shareholder Purchaser has such knowledge and experience in financial and business matters that the Purchaser is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Purchaser’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. (b) Purchaser further acknowledges and understands that neither this instrument nor the Exchange Shares Blockstack Tokens issued hereunder have been (nor will be characterized as “restricted” securities under 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 be) registered under the Securities Act only in certain limited circumstancesby reason of a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of Purchaser’s investment intent as expressed herein. (c) Purchaser further acknowledges and understands that the Blockstack Tokens acquired hereunder must be held indefinitely unless the Blockstack Tokens are subsequently registered under the Securities Act or an exemption from such registration is available. The Company Shareholder agrees Purchaser further acknowledges and understands that the Company Shareholder will not sell all is under no obligation to register the Blockstack Tokens. Purchaser understands and agrees that Company may (i) retain the Blockstack Tokens in escrow (or in a segregated location or on a segregated storage device) for so long as the Blockstack Tokens are subject to restrictions on resale under the Securities Act (including Rule 144 promulgated thereunder) or (ii) otherwise take such actions as are necessary, in its reasonable discretion, to comply with applicable securities laws with respect to any portion Blockstack Tokens acquired hereunder, which actions may include physical and/or electronic security measures, such as smart contracts, lock -ups or similar devices. (d) Purchaser is familiar with the provisions of Exchange Shares except pursuant to Regulation S Rule 144 under the Securities Act, pursuant as in effect from time to registration under time, which, in substance, permit limited public resale of “restricted securities” acquired, directly or indirectly, from the Securities Act issuer thereof (or pursuant to from an available exemption from registration under the Securities Actaffiliate of such issuer), and will not engage in hedging transactions with regard a non-public offering subject to the Exchange Shares unless in compliance with satisfaction of certain conditions. Purchaser acknowledges and agrees that the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE Blockstack Tokens acquired hereunder constitute “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTrestricted securities” under Rule 144.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Discovery Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Discovery Shares will be characterized as “"restricted” " securities under 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 Discovery Shares except pursuant to Regulation S under the 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 Exchange Discovery Shares issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer Discovery shall refuse to transfer the Exchange Discovery Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"1933 ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares Neither this Warrant nor the offer or sale thereof to the Company Shareholder has Shares have been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”), ") or under any state securities laws ("Blue Sky Laws"). The Company Shareholder understands that This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Exchange Shares will registration provisions of the Securities Act; [except for the transfer of the Warrant to one or more wholly-owned subsidiaries of Sirrom Capital Corporation, which subsidiary(s) shall be characterized an "accredited investor," as “restricted” securities defined in Rule 501(a) under federal securities Laws inasmuch as they are being acquired in a transaction the Securities Act], this Warrant may not involving a public offering and that under be sold or otherwise transferred without (i) an effective registration statement for such Laws and applicable regulations such securities may be resold without registration Warrant under the Securities Act only in certain limited circumstances. The Company Shareholder agrees that and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company Shareholder will and its counsel, that registration is not sell all or any portion of Exchange Shares except pursuant to Regulation S under the Securities Act, pursuant to registration required under the Securities Act or pursuant to an available exemption from registration under any applicable Blue Sky Laws (the Securities ActCompany hereby acknowledges that [Xxxxxxxx & Xxx, PLC] is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and will not engage in hedging transactions with regard to the Exchange same extent as the Warrant and the certificates representing such Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsfollowing legend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 "ACT”) "), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAW AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RESPECT TO SUCH SHARESREGARD THERETO, OR WITH AN (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE ISSUER STATING THAT COMPANY, REGISTRATION UNDER SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY LAWS IS NOT BE CONDUCTED UNLESS REQUIRED IN COMPLIANCE CONNECTION WITH THE 1933 ACTSUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares Neither this Warrant nor the offer or sale thereof to the Company Shareholder has Shares have been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”), ") or under any state securities laws ("Blue Sky Laws"). The Company Shareholder understands that This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Exchange Shares will be characterized as “restricted” securities under 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 provisions of the Securities Act only Act; except for the transfer of the Warrant to one or more wholly-owned subsidiaries of FINOVA Mezzanine Capital Inc., which subsidiary(s) shall be an "accredited investor," as defined 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 Rule 501(a) under the Securities Act, pursuant this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or pursuant to an available exemption from registration under any applicable Blue Sky Laws (the Securities ActCompany hereby acknowledges that Xxxxxxx, Xxxxxx, Xxxx, Xxxxxxx & Manner, P.C. is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and will not engage in hedging transactions with regard to the Exchange same extent as the Warrant and the certificates representing such Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsfollowing legend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 "ACT”) "), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAW AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RESPECT TO SUCH SHARESREGARD THERETO, OR WITH AN (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE ISSUER STATING THAT COMPANY, REGISTRATION UNDER SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY LAWS IS NOT BE CONDUCTED UNLESS REQUIRED IN COMPLIANCE CONNECTION WITH THE 1933 ACT.SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, including, if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The Company Shareholder Majority Stockholder is aware that neither the Exchange LYPP Shares nor the offer or sale thereof to the Company Shareholder Majority Stockholder has been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”"), or under any state securities Lawslaw. The Company Shareholder Majority Stockholder understands that the Exchange LYPP Shares will be characterized as “"restricted” " securities under 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 Majority Stockholder agrees that the Company Shareholder Majority Stockholder will not sell all or any portion of Exchange LYPP Shares except pursuant to Regulation S under the 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 address of the Majority Stockholder is as set forth on EXHIBIT A attached hereto. The Majority Stockholder understands that each certificate for Exchange LYPP Shares issued to the Company Shareholder Majority Stockholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 2.3 and that Issuer LYPP shall refuse to transfer the Exchange LYPP Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 "SECURITIES ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Subscriber is aware that neither the Exchange LYPP Shares nor the offer or sale thereof to the Company Shareholder has have not been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”"), or under any state securities Lawslaw. The Company Shareholder Subscriber understands that the Exchange LYPP Shares will be characterized as “"restricted” " securities under 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 Subscriber agrees that the Company Shareholder Subscriber will not sell all or any portion of Exchange the LYPP Shares except pursuant to Regulation S under the 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 Subscriber understands that each certificate for Exchange LYPP Shares issued to the Company Shareholder Subscriber or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described herein and that Issuer LYPP shall refuse to transfer the Exchange LYPP Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “"1933 ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares Unipro Preferred nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares Unipro Preferred will be characterized as “"restricted” " securities under US federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 the Unipro Preferred except pursuant to Regulation S under the 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 Exchange Shares the Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.4 and that Issuer UNIPRO shall refuse to transfer the Exchange Shares Unipro Preferred except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 "SECURITIES ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 (a) On the condition that the Securityholders’ representations and warranties set forth in this Agreement are complete and accurate, Buyer agrees to timely file a Form D with respect to the offering of the Stock Consideration. On the condition that the representations and warranties of each Securityholder set forth in Article IV are complete and accurate, Buyer, on or before the Closing Date, shall take such action as Buyer shall reasonably determine is aware necessary in order to obtain an exemption for the issuance of the Stock Consideration to the Securityholders at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” Laws of the states of the United States. On the condition that neither the Exchange Shares nor representations and warranties of each Securityholder set forth in Article IV are complete and accurate, Buyer shall make all filings and reports relating to the offer and sale of the Stock Consideration as Buyer shall reasonably determine are required under applicable securities or sale thereof to “Blue Sky” Laws of the Company Shareholder has states of the United States following the Closing Date. (b) Each Securityholder acknowledges and agrees that each certificate or book entry evidencing shares of Buyer Common Stock issued as Stock Consideration (such shares, “Acquisition Shares”) shall bear a restrictive legend stating that such shares of Buyer Common Stock have not been registered under the U.S. Securities Act and may not be offered for sale, sold or otherwise transferred without registration or in compliance with an applicable exemption from registration. Upon the written request of 1933 a Securityholder, such restrictive legend shall be removed and Buyer shall issue a certificate without restrictive legend to the holder of the applicable Acquisition Shares upon which it is stamped or, if applicable, issue to such holder by electronic delivery at the applicable balance account at DTC (or, if the “Securities Act”Acquisition Shares are held in book-entry form in the account records of Buyer’s transfer agent, remove any account holds, stops, or legends on such holder’s book-entry account), or under any state securities Laws. The Company Shareholder understands that the Exchange if (i) such Acquisition Shares will be characterized as “restricted” securities under 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 Exchange Shares except pursuant to Regulation S registered for resale under the Securities Act, (ii) such Acquisition Shares are sold or transferred pursuant to Rule 144, or (iii) such Acquisition Shares are eligible for sale under Rule 144, without the requirement for Buyer to be in compliance with the current public information required under Rule 144(c) (or Rule 144(i)(2), if applicable) as to such securities and without volume or manner-of-sale restrictions; provided, that as a condition to any such restrictive legend removal pursuant to clause (ii) or (iii), Buyer may require and subject such restrictive legend removal to the delivery of an opinion of counsel in form and substance satisfactory to Buyer, acting reasonably, to the effect that registration of the Acquisitions Shares under the Securities Act or pursuant is not required in connection with such transfer and such legend may thereafter be removed. Upon Rule 144 becoming available for the resale of Acquisition Shares, without the requirement for Buyer to an available exemption from registration under the Securities Act, and will not engage in hedging transactions with regard to the Exchange Shares unless be in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued current public information required under Rule 144(c) (or Rule 144(i)(2), if applicable) as to the Company Shareholder Acquisition Shares and without volume or manner-of-sale restrictions, Buyer, upon the written request of the Securityholder, shall instruct the transfer agent to remove the legend from the Acquisition Shares; provided, that as a condition to any subsequent transferee such restrictive legend removal, Buyer may require and subject such restrictive legend removal to the delivery of an opinion of counsel in form and substance satisfactory to Buyer, acting reasonably, to the effect that such legend may be removed. Any fees with respect to the transfer agent or Buyer counsel associated with the removal of such legend shall bear be borne by Buyer, other than expenses incurred by such Securityholder on its own behalf and applicable Taxes. If a legend substantially as set forth belowis no longer required pursuant to the foregoing, Buyer will no later than five (5) Business Days following the delivery by a Securityholder to the transfer agent (with notice to Buyer) of a legended certificate or instrument representing such Acquisition Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) and a customary representation letter to the extent required by Buyer counsel, deliver or cause to be delivered to such Securityholder a certificate or instrument (as the case may be) representing such Acquisition Shares that Issuer shall refuse to is free from all restrictive legends or, if such Acquisition Shares are in book-entry form, evidence or confirmation that any account stops, transfer the Exchange Shares except in accordance with restrictions, or legends have been removed from such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTbook-entry account.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares Unipro Preferred nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares Unipro Preferred will be characterized as “restricted” securities under US federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 the Unipro Preferred except pursuant to Regulation S under the 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 Exchange Shares the Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.4 and that Issuer UNIPRO shall refuse to transfer the Exchange Shares Unipro Preferred except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 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 Exchange ERSD Shares nor the offer or sale thereof to the Company Shareholder Prince Security Holders has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Prince Security Holders understands that the Exchange ERSD Shares will be characterized as “restricted” securities under United States federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 Prince Security Holders agrees that the Company Shareholder Prince Security Holders will not sell all or any portion of Exchange the ERSD Shares except pursuant to Regulation S under the 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 Prince Security Holders understands that each certificate for Exchange the ERSD Shares issued to the Company Shareholder Prince Security Holders or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Article 3.3(a) and that Issuer ERSD shall refuse to transfer the Exchange ERSD Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Majority Stockholder is aware that neither the Exchange Prologue Shares nor the offer or sale thereof to the Company Shareholder Majority Stockholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Majority Stockholder understands that the Exchange Prologue Shares will be characterized as “"restricted” " securities under 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 Majority Stockholder agrees that the Company Shareholder Majority Stockholder will not sell all or any portion of Exchange Prologue Shares except pursuant to Regulation S under the 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 address of the Majority Stockholder is as set forth on Exhibit A attached hereto. The Majority Stockholder understands that each certificate for Exchange Prologue Shares issued to the Company Shareholder Majority Stockholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer Prologue shall refuse to transfer the Exchange Prologue Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"1933 ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Investor Shares will not be characterized as “restricted” securities under federal securities Laws inasmuch as they are being acquired offered for sale, sold or otherwise transferred by the Investor except pursuant to a registration statement or in a transaction exempt from, or not involving a public offering and that under such Laws and applicable regulations such securities may be resold without 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 Exchange its investment in the Investor Shares except pursuant to Regulation S under being acquired hereunder. The Investor is a "qualified institutional buyer" within the Securities Act, pursuant to registration meaning of 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, and will not engage in hedging transactions with regard to the Exchange Shares unless in compliance with 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 Exchange Shares issued it has been afforded the opportunity to ask questions and receive answers concerning the Company Shareholder or and to any subsequent transferee shall bear a legend substantially as set forth belowobtain 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 that Issuer until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Investor Shares shall refuse to transfer be represented by a certificate bearing the Exchange Shares except in accordance with such restrictions: following legend (the "Securities Act Legend"): THE 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 “1933 "SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND "), AND, ACCORDINGLY, MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OFFERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SOLD (I) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT SECURITIES ACT, (II) PURSUANT TO SUCH SHARESAN AVAILABLE EXEMPTION FROM, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALEIN A TRANSACTION NOT SUBJECT TO, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND ANY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SELECTED BY THE HOLDER TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE 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; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT(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 neither the Exchange Shares nor the offer or sale thereof of the shares of Series A Preferred Stock to the Company Shareholder has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares shares of Series A Preferred Stock and the underlying EBM Common Stock will be characterized as “restrictedrestricted securities” securities under US federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 the shares of Series A Preferred Stock and the underlying Common Stock except pursuant to Regulation S under the 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 Exchange Shares the shares of Series A Preferred Stock and underlying EBM Common Stock issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 5.3 and that Issuer EBM shall refuse to transfer the Exchange Shares EBM common stock except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares nor the offer or sale thereof of the shares of Sooner Holdings Series A Preferred Stock to the Company Shareholder has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares shares of Sooner Holdings Series A Preferred Stock will be characterized as “restrictedrestricted securities” securities under US federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 the shares of Sooner Holdings Series A Preferred Stock except pursuant to Regulation S under the 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 Exchange Shares the shares of Sooner Holdings Series A Preferred Stock issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 4.3 and that Issuer Sooner Holdings shall refuse to transfer the Exchange Shares Sooner Holdings Series A Preferred Stock except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH UNLESS AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION EXEMPTION IS BEING MADE IN ACCORDANCE WITH REGULATION S AVAILABLE FROM REGISTRATION 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 Exchange Shares nor the offer or sale thereof of the shares of Common Stock to the Company Shareholder has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares shares of Common Stock will be characterized as “restrictedrestricted securities” securities under US federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 the shares of the Common Stock except pursuant to Regulation S under the 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 Exchange Shares the shares of Common Stock issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 6.3 and that Issuer LNPI shall refuse to transfer the Exchange Shares Common Stock except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares nor the offer or sale thereof Except for Transfers of Acquired Units pursuant to the Company Shareholder has been registered "Purchase Obligation" as such term is defined in the Purchase Agreement, Transfers of Public Units in a Going Private Transaction or the exchange of Public Units for Private Units pursuant to subsection (f), Seller, SCB Partners or any of their Subsidiaries or transferees shall not Transfer any Acquired Units or any other units or limited partnership interests of Buyer or Alliance Holding unless such Transfer: (i) is made pursuant to an effective registration statement under the U.S. Securities 1933 Act of 1933 and in compliance with applicable state blue sky laws; or (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under 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 ii) may be resold effected without registration under the Securities 1933 Act only (and in certain limited circumstances. The Company Shareholder agrees compliance with any applicable state blue sky laws) and such Person shall have delivered to Buyer at least 10 Business Days (or in the case of Transfers pursuant to Rule 144, 2 Business Days) prior to the day the proposed Transfer is to be consummated (A) an opinion of counsel, in form and substance reasonably acceptable to Buyer or Alliance Holding, as the case may be, to the effect that the Company Shareholder will not sell all or any portion of Exchange Shares except pursuant to Regulation S under the Securities Act, pursuant to proposed Transfer may be effected without registration under the Securities 1933 Act, or (B) a "no action" letter, in form and substance reasonably acceptable to Buyer or Alliance Holding, as the case may be, from the SEC to the effect that such Transfer without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; provided that an opinion of counsel or "no action" letter shall not be required (x) for a Transfer pursuant to Rule 144(k) of the 1933 Act or (y) for the removal of the portion of the legend set forth below which relates to 1933 Act restrictions based upon the termination of restrictions on sales of such Acquired Units pursuant to an available exemption from registration under Rule 144(k) of the Securities Act1933 Act if the Person proposing to make such Transfer shall deliver to Buyer, in its stead, at least 2 Business Days before the proposed Transfer is to occur, a certificate in form and will not engage in hedging transactions with regard substance satisfactory to Buyer or Alliance Holding, as the Exchange Shares unless in compliance with the Securities Act. The Company Shareholder understands case may be, representing that each certificate such shares are eligible for Exchange Shares issued sale pursuant to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, Rule 144(k) and that Issuer shall refuse to transfer the Exchange Shares except such sale will be made in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF Rule together with a summary of the bases for such representations, unless after receipt of such a certificate Buyer or Alliance Holding, as the case may be, shall reasonably determine in good faith that an opinion of counsel is required to ensure compliance with the 1933 Act and shall so notify such Person. Except for any sale pursuant to an effective registration statement or pursuant to Rule 144 prior to any Transfer of Acquired Units or any other units or limited partnership interests of Buyer or Alliance Holding, the transferor shall cause the transferee to agree with Buyer or Alliance Holding, as the case may be, to be bound by the provisions of this subsection (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTe).

Securities Laws Compliance. The Company Shareholder Votorantim represents, warrants, covenants and acknowledges to CCI as follows: (a) Votorantim is aware that neither acquiring the Exchange Consideration Shares nor and the offer Consideration Warrants as principal for its own account and not as agent, for investment purposes only and not with a view to resale or sale distribution; (b) the Consideration Shares and Consideration Warrants, and any securities issued in exchange therefor, or on exercise thereof to (collectively, the Company Shareholder has “Consideration Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (“1933 Act”) or any state securities laws; accordingly, the Consideration Warrants may not be exercised in the United States or by or on behalf of any U.S. Person (as defined in Regulation S under the 1933 Act) unless an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”), or under any and applicable state securities Laws. The Company Shareholder understands that the Exchange Shares laws is available; (c) CCI will be characterized relying on an exemption from the requirement to provide Votorantim with a prospectus under applicable securities laws and, as “restricted” a consequence of acquiring the Consideration Shares and Consideration Warrants pursuant to such exemption, certain protections, rights and remedies provided by the securities laws, including statutory rights of rescission or damages, will not be available to Votorantim. In addition, Votorantim may not receive information that might otherwise be required to be provided if the exemption was not being relied upon; (d) no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Consideration Securities; (e) the Consideration Securities will be subject to statutory resale restrictions under federal the securities Laws inasmuch as they are being acquired laws of the jurisdiction in a transaction not involving a public offering which the CCI resides and that under such Laws other applicable securities laws, and applicable regulations such securities may be resold without registration under subject to additional resale restrictions or escrow requirements imposed by 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 Securities Act, pursuant to registration under the Securities Act or pursuant to an available exemption from registration under the Securities Actapplicable stock exchange, and will Votorantim may not engage in hedging transactions with regard to resell the Exchange Shares unless Consideration Securities except in compliance with such laws and Votorantim acknowledges that it is solely responsible (and CCI is not in any way responsible) for such compliance; (f) the Consideration Securities Act. The Company Shareholder understands will also be subject to an imposed twelve (12) month resale restriction from the date of issuance; and (g) the certificates that each certificate for Exchange Shares issued to represent the Company Shareholder or to Consideration Securities will bear such legends as are required under applicable securities laws and the policies of any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTapplicable stock exchange.

Securities Laws Compliance. The Company Shareholder Seller is aware that neither the Exchange Shares nor the offer or sale thereof of the Purchase Price Shares to the Company Shareholder Seller has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Seller understands that the Exchange Purchase Price Shares will be characterized as “restrictedrestricted securities” under United States federal and state securities under federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 Seller agrees that the Company Shareholder Seller will not sell all or any portion of Exchange the Purchase Price Shares except pursuant to Regulation S under the 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 Seller understands that each certificate for Exchange the shares of Purchase Price Shares issued to the Company Shareholder Seller or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 5.3 and that Issuer XNY shall refuse to transfer the Exchange Purchase Price Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 SECURITIES ACT”) ), OR ANY STATE SECURITIES LAWS. THE LAWS AND NEITHER SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATEDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; , IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND HEDGING TRANSACTIONS INVOLVING THESE OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE 1933 ACTMANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

Securities Laws Compliance. The Company Shareholder MetalQuest represents, warrants, covenants and acknowledges to CCI as follows: (a) MetalQuest is aware that neither acquiring the Exchange Consideration Shares nor and the offer Consideration Warrants as principal for its own account and not as agent, for investment purposes only and not with a view to resale or sale distribution; (b) the Consideration Shares and Consideration Warrants, and any securities issued in exchange therefor, or on exercise thereof to (collectively, the Company Shareholder has “Consideration Securities”) have not been and will not be registered under the United States Securities Act of 1933, as amended (“1933 Act”) or any state securities laws; accordingly, the Consideration Warrants may not be exercised in the United States or by or on behalf of any U.S. Person (as defined in Regulation S under the 1933 Act) unless an exemption from registration under the U.S. Securities Act of 1933 (the “Securities Act”), or under any and applicable state securities Laws. The Company Shareholder understands that the Exchange Shares laws is available;‌ (c) CCI will be characterized relying on an exemption from the requirement to provide MetalQuest with a prospectus under applicable securities laws and, as “restricted” a consequence of acquiring the Consideration Shares and Consideration Warrants pursuant to such exemption, certain protections, rights and remedies provided by the securities laws, including statutory rights of rescission or damages, will not be available to MetalQuest. In addition, MetalQuest may not receive information that might otherwise be required to be provided if the exemption was not being relied upon; (d) no securities commission, agency, governmental authority, regulatory body, stock exchange or other regulatory body has reviewed or passed on the investment merits of the Consideration Securities; (e) the Consideration Securities will be subject to statutory resale restrictions under federal the securities Laws inasmuch as they are being acquired laws of the jurisdiction in a transaction not involving a public offering which the CCI resides and that under such Laws other applicable securities 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 subject to additional resale restrictions or any portion of Exchange Shares except pursuant to Regulation S under the Securities Act, pursuant to registration under the Securities Act or pursuant to escrow requirements imposed by an available exemption from registration under the Securities Actapplicable stock exchange, and will MetalQuest may not engage in hedging transactions with regard to resell the Exchange Shares unless Consideration Securities except in compliance with such laws and MetalQuest acknowledges that it is solely responsible (and CCI is not in any way responsible) for such compliance; (f) the Consideration Securities Act. The Company Shareholder understands will also be subject to quarterly releases resulting in 25% of the total units being released to MetalQuest every three months (a “quarter”) resulting in 100% of the units being released to MetalQuest after four (4) quarters from the conclusion of the initial four months and a day hold period; (g) the certificates that each certificate for Exchange Shares issued represent the Consideration Securities will bear such legends as are required under applicable securities laws and the policies of any applicable stock exchange; and (h) if the Consideration Securities are or become subject to any escrow agreement pursuant to the Company Shareholder or policies of any stock exchange, MetalQuest will execute the applicable escrow agreement and take all necessary actions in order to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance comply with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 ACTescrow.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares Unipro Preferred nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Shares Unipro Preferred will be characterized as “"restricted” " securities under US federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 the Unipro Preferred except pursuant to Regulation S under the 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 Exchange Shares the Unipro Preferred issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.4 and that Issuer UNIPRO shall refuse to transfer the Exchange Shares Unipro Preferred except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 "SECURITIES ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Such Seller is aware that neither the Exchange Shares nor the offer or sale thereof of the Purchase Price Shares to the Company Shareholder Sellers has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Such Seller understands that the Exchange Purchase Price Shares will be characterized as “restrictedrestricted securities” under United States federal and state securities under federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 Such Seller agrees that the Company Shareholder such Seller will not sell all or any portion of Exchange the Purchase Price Shares except pursuant to Regulation S under the 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 Such Seller understands that each certificate for Exchange the shares of Purchase Price Shares issued to the Company Shareholder such Seller or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 5.3 and that Issuer FFHL shall refuse to transfer the Exchange Purchase Price Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 SECURITIES ACT”) ), OR ANY STATE SECURITIES LAWS. THE LAWS AND NEITHER SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATEDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; , IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND HEDGING TRANSACTIONS INVOLVING THESE OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE 1933 ACTMANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange Shares Neither this Warrant nor the offer or sale thereof to the Company Shareholder has Shares have been registered under the U.S. Securities Act of 1933 1933, as amended (the “"Securities Act”), ") or under any state securities laws ("Blue Sky Laws"). The Company Shareholder understands that This Warrant has been acquired for investment purposes and not with a view to distribution or resale in violation of the Exchange Shares will be characterized as “restricted” securities under 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 provisions of the Securities Act only Act; except for the transfer of the Warrant to one or more wholly-owned subsidiaries of FINOVA Mezzanine Capital Inc., which subsidiary(s) shall be an "accredited investor," as defined 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 Rule 501(a) under the Securities Act, pursuant this Warrant may not be sold or otherwise transferred without (i) an effective registration statement for such Warrant under the Securities Act and such applicable Blue Sky Laws, or (ii) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company and its counsel, that registration is not required under the Securities Act or pursuant to an available exemption from registration under any applicable Blue Sky Laws (the Securities ActCompany hereby acknowledges that Xxxxxxx, Xxxxxx, Xxxx, Xxxxxxx & Manner, PC is acceptable counsel). Transfer of the Shares issued upon the exercise of this Warrant shall be restricted in the same manner and will not engage in hedging transactions with regard to the Exchange same extent as the Warrant and the certificates representing such Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsfollowing legend: THE SECURITIES SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 "ACT”) "), OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT LAW AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT UNDER THE 1933 ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH RESPECT TO SUCH SHARESREGARD THERETO, OR WITH AN (II) IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY ACCEPTABLE TO THE ISSUER STATING THAT COMPANY, REGISTRATION UNDER SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY LAWS IS NOT BE CONDUCTED UNLESS REQUIRED IN COMPLIANCE CONNECTION WITH THE 1933 ACT.SUCH PROPOSED TRANSFER. The Holder hereof and the Company agree to execute such other documents and instruments as counsel for the Company reasonably deems necessary to effect the compliance of the issuance of this Warrant and any Shares of Common Stock issued upon exercise hereof with applicable federal and state securities laws, including, if requested, completing and executing a representation letter in the form attached hereto as Annex C.

Securities Laws Compliance. The Company Shareholder is aware that neither Merger and the Exchange Shares nor the offer or sale thereof to the Company Shareholder has been registered other transactions contemplated hereby shall qualify as a private placement under the U.S. Securities Act Section 4(2) of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under 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 and the shares of Parent Common Stock issued in certain limited circumstances. The Company Shareholder agrees that connection with the Company Shareholder will not sell all or any portion of Exchange Shares except pursuant to Regulation S Merger shall constitute “restricted securities” under the Securities Act. Except as set forth in the Stockholders Agreement, pursuant Parent shall have no obligation to register such shares under the Securities Act. The shares of Parent Common Stock issued in connection with the Merger may not be offered, sold, assigned, pledged or otherwise transferred, except following registration of such shares under the Securities Act or pursuant to in reliance on 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 Exchange Shares issued to certificates representing the Company Shareholder or Parent Common Stock shall bear the following restrictive legend, in addition to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsother applicable legends required under state “blue sky” laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) ), OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERREDASSIGNED, HYPOTHECATEDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED TRANSFERRED UNLESS REGISTERED OR QUALIFIED PURSUANT TO THE PROVISIONS OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARESAND APPLICABLE STATE SECURITIES LAWS, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO PARENT IS OBTAINED BY THE ISSUER HOLDER OF THIS CERTIFICATE STATING THAT SUCH OFFER, SALE, TRANSFERASSIGNMENT, ASSIGNMENT PLEDGE OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR TRANSFER IS EXEMPT FROM THE SUCH 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 ACTOR QUALIFICATION.

Securities Laws Compliance. The Company Shareholder is aware that neither the Exchange WYOI Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange WYOI Shares will be characterized as “restricted” securities under US federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 WYOI Shares except pursuant to Regulation S under the 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 Exchange WYOI Shares issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer WYOI shall refuse to transfer the Exchange WYOI Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER’S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Target Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder understands that the Exchange Target Shares will be characterized as “restricted” securities under United States federal securities Laws laws inasmuch as they are being acquired in a transaction that has not involving a public offering been registered under the Securities Act 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 the Target Shares except pursuant to Regulation S under the 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 Exchange the Target Shares issued to the Company Shareholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.5(a) and that Issuer Target shall refuse to transfer the Exchange Target Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 SECURITIES ACT”) OR ANY STATE SECURITIES LAWS). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 SECURITIES ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Stockholder is aware that neither the Exchange China Hotel Holdings, Inc. Shares nor the offer or sale thereof to the Company Shareholder Stockholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Stockholder understands that the Exchange China Hotel Holdings, Inc. Shares will be characterized as “"restricted” " securities under 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 Stockholder agrees that the Company Shareholder Stockholder will not sell all or any portion of Exchange China Hotel Holdings, Inc. Shares except pursuant to Regulation S under the 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 address of the Stockholder is as set forth on Exhibit A attached hereto. The Stockholder understands that each certificate for Exchange China Hotel Holdings, Inc. Shares issued to the Company Shareholder Stockholder or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer China Hotel Holdings, Inc. shall refuse to transfer the Exchange China Hotel Holdings, Inc. Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"1933 ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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. (1) The Company Shareholder is aware Vendor has been informed that neither the Exchange Shares nor are to be held for investment purposes and that it cannot offer, sell or otherwise transfer, pledge or hypothecate any of the offer or sale thereof Shares issued to the Company Shareholder has been registered Vendor (other than pursuant to an effective Registration Statement under the U.S. Securities Act of 1933 1933, as amended (the “Securities Act”), ) directly or under any state securities Laws. The Company Shareholder understands that indirectly unless: (a) the Exchange Shares will be characterized as “restricted” securities under 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 sale is to the Purchaser; (b) the sale is made pursuant to the exemption from registration under the Securities Act only provided by Rule 144 thereunder; or (c) the Shares are sold in certain limited circumstances. The Company Shareholder agrees a transaction that the Company Shareholder will does not sell all or any portion of Exchange Shares except pursuant to Regulation S under the Securities Act, pursuant to require registration under the Securities Act or pursuant to an available exemption from registration under any applicable United States state laws and regulations governing the Securities Actoffer and sale of securities, and will not engage in hedging transactions with regard the Vendor has furnished to the Exchange Purchaser an opinion of counsel to that effect or such other written opinion as may be reasonably required by the Purchaser. (2) The Vendor acknowledges that the certificate representing the Shares unless in compliance with the Securities Act. The Company Shareholder understands that each certificate for Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer shall refuse to transfer the Exchange Shares except in accordance with such restrictionsfollowing legend: NONE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) , OR ANY U.S. STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND , AND, UNLESS SO REGISTERED, NONE MAY NOT BE OFFERED OR SOLD, TRANSFERREDDIRECTLY OR INDIRECTLY, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARESACT, OR WITH PURSUANT TO AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALEEXEMPTION FROM, TRANSFEROR IN A TRANSACTION NOT SUBJECT TO, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT OR IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND ANY IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS; AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. (3) The Vendor acknowledges and agrees that is has such knowledge and experience in financial and business matters that he, she or it is capable of evaluating the merits and risks of an investment in the Shares.

Securities Laws Compliance. The Company Shareholder Majority Member is aware that neither the Exchange Drilling Shares nor the offer or sale thereof to the Company Shareholder Majority Member has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Majority Member understands that the Exchange Drilling Shares will be characterized as “"restricted” " securities under 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 Majority Member agrees that the Company Shareholder Majority Member will not sell all or any portion of Exchange Drilling Shares except pursuant to Regulation S under the 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 address of the Majority Member is as set forth on Exhibit A attached hereto. The Majority Member understands that each certificate for Exchange Drilling Shares issued to the Company Shareholder Majority Member or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 3.3 and that Issuer Drilling shall refuse to transfer the Exchange Drilling Shares except in accordance with such restrictions: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “"1933 ACT”) OR ANY STATE SECURITIES LAWS"). THE SECURITIES SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF THE ISSUER'S COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING EFFECT THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION REGISTRATION IS BEING MADE IN ACCORDANCE WITH REGULATION S NOT REQUIRED 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 Exchange Shares nor the offer or sale thereof to the Company Shareholder has been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Laws. The Company Shareholder understands that the Exchange Shares will be characterized as “restricted” securities under 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 Exchange Shares except pursuant to Regulation S under the 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 Exchange Shares issued to the Company Shareholder or to any subsequent transferee shall bear a legend substantially as set forth below, and that Issuer China-Biotics shall refuse to transfer the Exchange Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “1933 ACT”) OR ANY STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS 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 Such Seller is aware that neither the Exchange Shares nor the offer or sale thereof of the Purchase Price Shares to the Company Shareholder such Seller has not been registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under any state securities Lawslaw. The Company Shareholder Such Seller understands that the Exchange Purchase Price Shares will be characterized as “restrictedrestricted securities” under United States federal and state securities under federal securities Laws inasmuch as they are being acquired in a transaction not involving a public offering laws 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 Such Seller agrees that the Company Shareholder such Seller will not sell all or any portion of Exchange the Purchase Price Shares except pursuant to Regulation S under the 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 Such Seller understands that each certificate for Exchange the shares of Purchase Price Shares issued to the Company Shareholder Sellers or to any subsequent transferee shall bear a be stamped or otherwise imprinted with the legend substantially as set forth below, below summarizing the restrictions described in this Section 5.3 and that Issuer FFHL shall refuse to transfer the Exchange Purchase Price Shares except in accordance with such restrictions: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 1933, AS AMENDED (THE “1933 SECURITIES ACT”) ), OR ANY STATE SECURITIES LAWS. THE LAWS AND NEITHER SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATEDPLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF TRANSFERRED EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT WITH RESPECT TO SUCH SHARES, OR WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS BEING MADE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR IS EXEMPT (2) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; , IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND HEDGING TRANSACTIONS INVOLVING THESE OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THE 1933 ACTMANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. ANY ATTEMPT TO TRANSFER OR SELL SUCH SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.