Common use of Exemption from Registration Clause in Contracts

Exemption from Registration. If an opinion of counsel provides that registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removed.

Exemption from Registration. If an opinion It is intended that the Litigation Trust Interests and the entitlements hereunder, if any, of counsel provides that registration is the Beneficiaries shall not required for constitute “securities.” To the proposed exercise or transfer of this Warrant extent the Litigation Trust Interests or the proposed transfer entitlements of the Warrant Shares Beneficiaries are deemed to be “securities,” the issuance of Litigation Trust Interests to Beneficiaries of any entitlements hereunder or under the Plan (and any redistribution of any of the foregoing pursuant to the Plan or otherwise) shall be exempt, pursuant to Section 1145 of the Bankruptcy Code, from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state and local laws requiring registration of securities. If the Litigation Trustee determines, with the advice of counsel, that the proposed exercise Litigation Trust is required to comply with registration and/or reporting requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or transfer in the absence Investment Company Act of registration would require 1940, as amended (the “Investment Company to Act”), then the Litigation Trustee shall take any action including executing and filing forms or other documents all actions to comply with such registration and reporting requirements, if any, and file reports with the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Litigation Trustee from amending this Agreement to make such changes as are deemed necessary or document in order appropriate by the Litigation Trustee, with the advice of counsel, to establish ensure that the right Litigation Trust is not subject to registration and/or reporting requirements of the Holder to effectuate the proposed exercise or transferSecurities Act, the Exchange Act, the Trust Indenture Act or the Investment Company agrees promptlyAct, at its expense, except that no amendment to take any such action. At any time after the registration statement contemplated in this Agreement may be made which would not be permitted by Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise 11.1 of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Litigation Trust Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removed.

Exemption from Registration. If an opinion of counsel provides The Shareholders represent that registration the Xerion Stock is not required for the proposed exercise being acquired without a view to, or transfer of this Warrant or the proposed transfer for, resale in connection with any public distribution of the Warrant Shares or any interest therein without registration or other compliance under the Securities Act of 1933, as amended (the "1933 Act") and that the proposed exercise Shareholders have no direct or transfer indirect participation in any such undertaking or in the absence underwriting of registration would require such an undertaking. The Shareholders acknowledge that the Company Xerion Stock to take any action including executing and filing forms or other documents be acquired pursuant to this Agreement have not been registered with the Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933 and are being issued pursuant to Regulation S, as the Closing will occur outside of the United States. The Shareholders agree and acknowledge that the Xerion Stock will be "restricted securities" within the meaning of Rule 144 adopted under the 1933 Act, and Xerion will issue stop transfer instructions to its registrar and transfer agent prohibiting the transfer of the Xerion Stock of Xerion delivered under this Agreement. The Shareholders acknowledge that the Xerion Stock must be held and may not be sold, transferred, or any otherwise BT______, / FZ______, / FZ______, HM______, FWJ______, FH______ disposed of for value unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. The certificates representing the Xerion Stock will bear a legend restricting their transfer, except in compliance with applicable federal and state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legendstatutes: as follows: THE SECURITIES REPRESENTED BY SHARES OF XERION ECOSOLUTIONS GROUP INC. TO BE ISSUED UNDER THIS CERTIFICATE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND ISSUED PURSUANT TO AN EXEMPTION PURUSANT TO REGULATION S UNDER THE ACT. UNTIL ONE YEAR AFTER THE DATE OF PURCHASE, NO AMOUNT OF THE SHARES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, OR TRANSFERRED TO ANY U.S. PERSON AND THAT NO HEDGING TRANSACTIONS REGARDING THE SHARES SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. OFFERS, SALES OR ASSIGNED TRANSFERS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT U.S. OR TO A U.S. PERSON (AS DEFINTED IN REGULATION S PROMULATED UNDER THE ACT) OR FOR THE SECURITIES ACCOUNT AND BENEFIT OF A U.S. PERSON ARE NOT PERMITTED, EXCEPT AS PROVIDED IN SAID REGULATION S, UNLESS THE SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO EXEMPTION FROM SUCH REGISTRATION UNSDER THE COMPANY, THAT REGISTRATION ACT IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTAPPLICABLE. On Each of the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares Shareholders represent to be removed.Xerion that:

Exemption from Registration. If an opinion The parties hereto intend that the rights of counsel provides that registration is the holders of the beneficial interests arising under this Liquidating Trust Agreement and the entitlements hereunder, if any, of the Beneficiaries shall not required for constitute “securities.” To the proposed exercise or transfer of this Warrant extent such interests or the proposed transfer entitlements of the Warrant Shares Beneficiaries are deemed to be “securities,” the issuance thereof to the Beneficiaries hereunder or under the Plan (and any redistribution of any of the foregoing pursuant to the Plan or otherwise) shall be exempt, pursuant to Section 1145 of the Bankruptcy Code, from registration under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state and local laws requiring registration of securities. If the Liquidating Trustee determines, with the advice of counsel, that the proposed exercise Liquidating Trust is required to comply with registration and/or reporting requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or transfer in the absence Investment Company Act of registration would require 1940, as amended (the “Investment Company to Act”), then the Liquidating Trustee shall take any action including executing and filing forms or other documents all actions to comply with such registration and reporting requirements, if any, and file reports with the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form extent required by applicable law. Notwithstanding the foregoing procedure, nothing herein shall be deemed to preclude the Liquidating Trustee from amending this Agreement to make such changes as are deemed necessary or document in order appropriate by the Liquidating Trustee, with the advice of counsel, to establish ensure that the right Liquidating Trust is not subject to registration and/or reporting requirements of the Holder to effectuate the proposed exercise or transferSecurities Act, the Exchange Act, the Trust Indenture Act or the Investment Company agrees promptlyAct, at its expense, except that no amendment to take any such action. At any time after the registration statement contemplated in this Agreement may be made which would not be permitted by Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise 11.1 of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Liquidating Trust Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removed.

Exemption from Registration. If an opinion of counsel provides that registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Effective Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removed.

Exemption from Registration. If an opinion of counsel provides that No registration under the Securities Act or any state securities laws is not required for the proposed offer and issuance of the Fourth Amendment Restructuring Shares, the Fourth Amendment Warrants, the Fourth Amendment First Out Waterfall Notes, the Warrant Shares issuable upon exercise of, or transfer of this Warrant otherwise pursuant to, the Fourth Amendment Warrants or the proposed transfer Conversion Shares issuable upon Conversion (including any Voluntary Conversion or Forced Conversion) of, or otherwise pursuant to, the Fourth Amendment First Out Waterfall Notes, the Initial Note Exchange Shares, the Conditional Note Exchange Shares or the Interest Exchange Shares issuable pursuant to this Agreement or the Fourth Amendment First Out Waterfall Notes, or the Preferred Conversion Shares issuable upon conversion of the Initial Note Exchange Shares, the Conditional Note Exchange Shares, the Interest Exchange Shares, the Forced Conversion Shares or the Voluntary Conversion Preferred Shares. The amendments and transactions contemplated hereby, including the issuance of the Fourth Amendment First Out Waterfall Notes, the issuance of the Warrant Shares issuable upon exercise of, or otherwise pursuant to, the Fourth Amendment Warrants, the issuance of the Conversion Shares issuable upon Conversion (including any Voluntary Conversion or Forced Conversion) of, or otherwise pursuant to, the Fourth Amendment First Out Waterfall Notes, and that the proposed exercise issuance of the Initial Note Exchange Shares, the Conditional Note Exchange Shares and the Interest Exchange Shares hereunder and the Preferred Conversion Shares issuable upon conversion of the Initial Note Exchange Shares, the Conditional Note Exchange Shares, the Interest Exchange Shares, the Forced Conversion Shares and the Voluntary Conversion Preferred Shares, do not contravene, or transfer in require stockholder approval pursuant to, the absence rules and regulations of registration would require the Company Principal Market. Without limiting the foregoing, the transactions contemplated hereby constitute, and accordingly the potential amendment of the Warrants to take any action including executing and filing forms or other documents with the Securities and Exchange Commission (reduce the “SEC”Exercise Price” thereunder and the amendments to the First Out Waterfall Notes to reduce the “Fixed Conversion Price” thereunder as provided herein are being effected in, a “stand-alone transaction” as determined under the rules and guidance of the Principal Market. Provided that a Lender is not an Affiliate of Borrower (i) on the Applicable Exchange Effective Date with respect to the Initial Note Exchange or a Conditional Note Exchange or the date of issuance of any state securities agencyInterest Exchange Shares or the Fourth Amendment Restructuring Shares, or delivering to (ii) on the Holder date of Conversion (including any form Voluntary Conversion or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(aForced Conversion) of the Subscription Agreement is declared effective First Out Waterfall Notes by the SECsuch Lender, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective Fourth Amendment Warrants by the SECsuch Lender pursuant to a Cashless Exercise, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933Cashless Major Exercise, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date Cashless Default Exercise or Note Exchange Exercise (each as defined in the Subscription AgreementFourth Amendment Warrants), or conversion of any of the Initial Note Exchange Shares, the Conditional Note Exchange Shares, the Interest Exchange Shares, the Forced Conversion Shares or the Voluntary Conversion Preferred Shares, and has not been an Affiliate of Borrower within the three-month period immediately preceding such date (which Borrower shall assume unless advised otherwise in writing by such Lender), the Company shall cause any restrictive legend on any outstanding Fourth Amendment Restructuring Shares, the Initial Note Exchange Shares, the Conditional Note Exchange Shares, the Interest Exchange Shares, the Conversion Shares, the Warrant Shares and the Preferred Conversion Shares issuable upon conversion of the Initial Note Exchange Shares, the Conditional Note Exchange Shares, the Interest Exchange Shares, the Forced Conversion Shares and the Voluntary Conversion Preferred Shares (as applicable) issued to such Lender will be removedfreely transferable, without restriction or limitation (including any volume limitation or current public information requirement) under Federal or state securities laws, pursuant to Rule 144 under the Securities Act, and will not contain or be subject to a legend or stop transfer order restricting the resale or transferability of thereof.

Exemption from Registration. If an opinion of counsel provides that No registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) Act or any state securities agencylaws is or will be required for the offer and issuance of the Initial Exchange Shares or the Option Exchange Shares by the Borrower to the Lenders as contemplated hereby or for the offer and issuance of the Conversion Shares by the Borrower to the Lenders as contemplated hereby and by the Certificates of Designation. The amendments and transactions contemplated hereby, including the issuance and sale of the Initial Exchange Shares and the Option Exchange Shares hereunder and the issuance and sale of the Conversion Shares pursuant to the terms of the Certificates of Designation do not and will not contravene, or delivering require stockholder approval pursuant to, the rules and regulations of The Nasdaq Stock Market LLC, as currently in effect. Assuming the Lender to which Initial Exchange Shares, Option Exchange Shares or Conversion Shares are to be issued is not as of the date of issuance, and for a period of three (3) months prior to the Holder any form or document date of issuance has not been, an “affiliate” (as such term is used in order to establish Rule 144 under the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(aSecurities Act) of the Subscription Agreement is declared effective Borrower (which the Borrower shall assume (and the applicable Lender shall be deemed to represent) unless such Lender has otherwise advised the Borrower in writing) and in reliance on such Lender’s representations contained in Section 3.01(e) hereof, the Conversion Shares, the Initial Exchange Shares and the Option Exchange Shares will be freely tradeable by such Lender without restriction or limitation (including volume limitation), pursuant to Rule 144 under the SECSecurities Act, and will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof. The Borrower has not paid or given (and will not pay or give), directly or indirectly, any Warrant Shares issued commission or other remuneration for soliciting the exchange to the Holder be effected pursuant to this Agreement or otherwise in connection with any exercise of this Warrant shall be issued in certificated form the issuance and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) sale of the Subscription Agreement is declared effective by the SECInitial Exchange Shares, any Warrant Option Exchange Shares issued or any Conversion Shares pursuant to this Agreement or the Holder in connection with any exercise applicable Certificate of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedDesignation.

Exemption from Registration. If The Shares will be issued under an opinion of counsel provides that exemption or exemptions from registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transferAct. Accordingly, the Company agrees promptlycertificates evidencing the Shares shall, at its expenseupon issuance, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear contain the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE ANY SECURITIES LAWS OF A STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT OR OTHER JURISDICTION AND MAY NOT UNDER ANY CIRCUMSTANCES BE OFFERED FOR SALE, SOLD, TRANSFERRED TRANSFERRED, OR ASSIGNED OTHERWISE DISPOSED OF (OTHER THAN TO AN AFFILIATE OF THE ORIGINAL HOLDER OR AS OTHERWISE PERMITTED IN THE ABSENCE OF AGREEMENT PURSUANT TO WHICH THEY WERE ISSUED) EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, OR (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES) TOGETHER WITH AN OPINION OF COUNSEL, IN A FORM COUNSEL REASONABLY ACCEPTABLE SATISFACTORY TO THE COMPANY, CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTLAWS. On [*****] INDICATES THAT CONFIDENTIAL MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY IN A REQUEST FOR CONFIDENTIAL TREATMENT WITH THE SECURITIES AND EXCHANGE COMMISSION CLAUSE 5 DEVELOPMENT FUNDING It is estimated that Newco will require approximately an additional [*****] (the Commencement Date (as defined in "DEVELOPMENT FUNDING") within the Subscription Agreement)first [*****] of the date hereof, to commence development of the first Product or Products based upon the Elan Technology, the Company Celtrix Technology and/or Newco Technology. The funds necessary for such development shall cause any restrictive legend on any outstanding Warrant Shares be provided in accordance with the Participants' respective ownership in Newco at such time or times as shall be reasonably determined in good faith by decision of Newco's board of directors with the affirmative vote of at least the EIS Director and one Celtrix Director, pursuant to be removed.the terms and conditions of the Funding Agreement. CLAUSE 6

Exemption from Registration. If an opinion of counsel provides that No registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) Act or any state securities agencylaws is or will be required for the offer and issuance of the Option Exchange Shares by the Borrower to the Lenders as contemplated hereby or by Annex I or for the offer and issuance of the Conversion Shares by the Borrower to the Lenders as contemplated hereby and by the Certificate of Designation. The amendments and transactions contemplated hereby, including the issuance and sale of the Option Exchange Shares under this Agreement and Annex I and the issuance and sale of the Conversion Shares pursuant to the terms of the Certificate of Designation do not and will not contravene, or delivering require stockholder approval pursuant to, the rules and regulations of The Nasdaq Stock Market LLC, as currently in effect. Assuming the Lender to which Option Exchange Shares or Conversion Shares are to be issued is not as of the date of issuance, and for a period of three (3) months prior to the Holder any form or document date of issuance has not been, an “affiliate” (as such term is used in order to establish Rule 144 under the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(aSecurities Act) of the Subscription Agreement is declared effective Borrower (which the Borrower shall assume (and the applicable Lender shall be deemed to represent) unless such Lender has otherwise advised the Borrower in writing) and in reliance on such Lender’s representations contained in Section 2.01(e) hereof, the Conversion Shares and the Option Exchange Shares will be freely tradeable by such Lender without restriction or limitation (including volume limitation), pursuant to Rule 144 under the SECSecurities Act, and will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof. The Borrower has not paid or given (and will not pay or give), directly or indirectly, any Warrant Shares issued commission or other remuneration for soliciting the exchange to the Holder be effected pursuant to this Agreement or otherwise in connection with the issuance and sale of any exercise Option Exchange Shares or any Conversion Shares pursuant to this Agreement or the Certificate of this Warrant shall be issued in certificated form Designation. The Borrower is not, and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SECnever has been, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date a “shell company” (as defined in Rule 12b-2 under the Subscription Agreement)Exchange Act) and is not an issuer of a type identified in, or subject to, Rule 144(i)(1) under the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedSecurities Act.

Exemption from Registration. If an opinion of counsel provides The Shareholders represent that registration the Xerion Stock is not required for the proposed exercise being acquired without a view to, or transfer of this Warrant or the proposed transfer for, resale in connection with any public distribution of the Warrant Shares or any interest therein without registration or other compliance under the Securities Act of 1933, as amended (the "1933 Act") and that the proposed exercise Shareholders have no direct or transfer indirect participation in any such undertaking or in the absence underwriting of registration would require such an undertaking. The Shareholders acknowledge that the Company Xerion Stock to take any action including executing and filing forms or other documents be acquired pursuant to this Agreement have not been registered with the Securities and Exchange Commission (the “"SEC”") under the Securities Act of 1933 and are being issued pursuant to Regulation S, as the Closing will occur outside of the United States. The Shareholders agree and acknowledge that the Xerion Stock will be "restricted securities" within the meaning of Rule 144 adopted under the 1933 Act, and Xerion will issue stop transfer instructions to its registrar and transfer agent prohibiting the transfer of the Xerion Stock of Xerion delivered under this Agreement. The Shareholders acknowledge that the Xerion Stock must be held and may not be sold, transferred, or any otherwise disposed of for value unless they are subsequently registered under the 1933 Act or an exemption from such registration is available. The certificates representing the Xerion Stock will bear a legend restricting their transfer, except in compliance with applicable federal and state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legendstatutes: as follows: THE SECURITIES REPRESENTED BY SHARES OF XERION ECOSOLUTIONS GROUP INC. TO BE ISSUED UNDER THIS CERTIFICATE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES AND HAVE BEEN ACQUIRED FOR INVESTMENT AND ISSUED PURSUANT TO AN EXEMPTION PURUSANT TO REGULATION S UNDER THE ACT. UNTIL ONE YEAR AFTER THE DATE OF PURCHASE, NO AMOUNT OF THE SHARES MAY NOT BE OFFERED FOR SALEOFFERED, SOLD, OR TRANSFERRED TO ANY U.S. PERSON AND THAT NO HEDGING TRANSACTIONS REGARDING THE SHARES SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE ACT. OFFERS, SALES OR ASSIGNED TRANSFERS IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT U.S. OR TO A U.S. PERSON (AS DEFINTED IN REGULATION S PROMULATED UNDER THE ACT) OR FOR THE SECURITIES ACCOUNT AND BENEFIT OF A U.S. PERSON ARE NOT PERMITTED, EXCEPT AS PROVIDED IN SAID REGULATION S, UNLESS THE SHARES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO EXEMPTION FROM SUCH REGISTRATION UNSDER THE COMPANY, THAT REGISTRATION ACT IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACTAPPLICABLE. On Each of the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares Shareholders represent to be removed.Xerion that:

Exemption from Registration. If an opinion of counsel provides that No registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) Act or any state securities agencylaws is or will be required for the offer and issuance of the December 2019 Notes by the Borrower to the Lenders as contemplated hereby or for the offer and issuance of the Conversion Shares by the Borrower to the Lenders as contemplated hereby and by the Notes. The amendments and transactions contemplated hereby or entered into in connection herewith, including the issuance and sale of the December 2019 Notes hereunder and the issuance and sale of the Conversion Shares pursuant to the terms of the Notes do not and will not contravene, or delivering require stockholder approval pursuant to, the rules and regulations of The Nasdaq Stock Market LLC, as currently in effect. Assuming each Lender to which December 2019 Notes or Conversion Shares are to be issued is not as of the date of issuance, and for a period of three (3) months prior to the Holder any form or document date of issuance has not been, an “affiliate” (as such term is used in order to establish Rule 144 under the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(aSecurities Act) of the Subscription Agreement is declared effective Borrower (which the Borrower shall assume (and the applicable Lender shall be deemed to represent) unless such Lender has otherwise advised the Borrower in writing) and in reliance on such Lender’s representations contained in Section 3.01(e) hereof, the Notes and the Conversion Shares, other than those issued to DSCM, will be freely tradeable by such Lender without restriction or limitation (including volume limitation), pursuant to Rule 144 under the SECSecurities Act, and will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof. The Borrower has not paid or given (and will not pay or give), directly or indirectly, any Warrant Shares issued commission or other remuneration for soliciting the exchange to the Holder be effected pursuant to this Agreement or otherwise in connection with the issuance and sale of any exercise of December 2019 Notes or any Conversion Shares pursuant to this Warrant shall be issued in certificated form Agreement or the December 2019 Notes. The Borrower is not, and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SECnever has been, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date a “shell company” (as defined in Rule 12b-2 under the Subscription Agreement)Exchange Act) and is not an issuer of a type identified in, or subject to, Rule 144(i)(1) under the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedSecurities Act.

Exemption from Registration. If (a) Pubco and Raditaz intend that the shares of Pubco Common Stock to be issued pursuant to Section 1.7 hereof (including the Escrow Shares), any shares of Pubco Common Stock that may be issued pursuant to Section 1.11 hereof (if any), and the Pubco Options and Pubco Restricted Stock Awards to be issued pursuant to Section 1.1(e) hereof, in connection with the Contribution will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (“Securities Act”), by reason of Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated by Pubco thereunder and/or Regulation S promulgated by the SEC and that all recipients of such shares of Pubco Common Stock and/or Pubco Options and Pubco Restricted Stock Awards shall either be “accredited investors” or not “U.S. Persons” as such terms are defined in Regulation D and Regulation S, respectively. The shares of Pubco Common Stock to be issued pursuant to Section 1.7 hereof (including the Escrow Shares), any shares of Pubco Common Stock that may be issued pursuant to Section 1.11 hereof, and any shares of Pubco Common Stock to be issued upon exercise of Pubco Options or vesting of Pubco Restricted Stock Awards will be “restricted securities” within the meaning of Rule 144 under the Securities Act and may not be offered, sold, pledged, assigned or otherwise transferred until (a) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws, or (b) an exemption from such registration exists and either Pubco receives an opinion of counsel provides to the holder of such securities, which counsel and opinion are satisfactory to Pubco, that such securities may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration is not required for statement under the proposed exercise Securities Act or transfer of this Warrant applicable state securities laws, or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents holder complies with the Securities requirements of Regulation S, if applicable; and Exchange Commission (the “SEC”) or any state securities agency, or delivering certificates representing such shares of Pubco Common Stock will bear an appropriate legend and restriction on the books of Pubco’s transfer agent to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedthat effect.

Exemption from Registration. If an opinion of counsel provides that No registration is not required for the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) Act or any state securities agencylaws is or will be required for the offer and issuance of the Note by the Borrower to the Lender as contemplated hereby or for the offer and issuance of the Conversion Shares by the Borrower to the Lender as contemplated hereby and by the Note. The amendments and transactions contemplated hereby or entered into in connection herewith, including the issuance and sale of the Note hereunder and the issuance and sale of the Conversion Shares pursuant to the terms of the Note do not and will not contravene, or delivering require stockholder approval pursuant to, the rules and regulations of The Nasdaq Stock Market LLC, as currently in effect. Assuming Lender is not as of the date of issuance, and for a period of three (3) months prior to the Holder any form or document date of issuance has not been, an “affiliate” (as such term is used in order to establish Rule 144 under the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(aSecurities Act) of the Subscription Agreement is declared effective Borrower (which the Borrower shall assume (and the Lender shall be deemed to represent) unless Lender has otherwise advised the Borrower in writing) and in reliance on Lender’s representations contained in Section 2.01(e) hereof, the Note and the Conversion Shares will be freely tradeable by Lender without restriction or limitation (including volume limitation), pursuant to Rule 144 under the SECSecurities Act, and will not contain or be subject to any legend or stop transfer instructions restricting the sale or transferability thereof. The Borrower has not paid or given (and will not pay or give), directly or indirectly, any Warrant Shares issued commission or other remuneration for soliciting the exchange to the Holder be effected pursuant to this Agreement or otherwise in connection with any exercise of this Warrant shall be issued in certificated form the issuance and shall bear no restrictive legend. At any time before the registration statement contemplated in Section 4(a) sale of the Subscription Note or any Conversion Shares pursuant to this Agreement or the Note. The Borrower is declared effective by the SECnot, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933never has been, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date a “shell company” (as defined in Rule 12b-2 under the Subscription Agreement)Exchange Act) and is not an issuer of a type identified in, or subject to, Rule 144(i)(1) under the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedSecurities Act.

Exemption from Registration. If an opinion The parties agree and acknowledge that the shares of counsel provides that registration is not required for Parent Common Stock issued pursuant to the proposed exercise or transfer terms of this Warrant Agreement are intended to be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and may not be re-offered or resold other than in conformity with the proposed transfer registration requirements of the Warrant Shares Securities Act and that such other applicable rules and regulations or pursuant to an exemption therefrom. Until the proposed exercise or transfer in resale by the absence Former Diffusion Holders of registration would require their shares of Parent Common Stock issued pursuant to the Company terms of this Agreement has become registered (including pursuant to take any action including executing and filing forms or other documents with the Parent Registration contemplated by Section 6.11) under the Securities and Exchange Commission (the “SEC”) or any state securities agencyAct, or delivering otherwise transferable pursuant to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transferan exemption from such registration otherwise required thereunder, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) shares of the Subscription Agreement is declared effective by the SEC, any Warrant Shares Parent Common Stock issued to the Holder in connection with any exercise of this Warrant Former Diffusion Holders hereunder shall be issued in certificated form and shall bear no restrictive legend. At any time before characterized as “restricted securities” under the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective by the SECSecurities Act and, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and if certificated, shall bear the following restrictive legend: legend (or if held in book entry form, will be noted with a similar restriction): “THE SECURITIES SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND THE RESALE OF SUCH SHARES HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND SUCH SHARES MAY NOT BE OFFERED FOR SALE, SOLD, RESOLD OR OTHERWISE TRANSFERRED OR ASSIGNED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID SUCH ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedLAWS.”

Exemption from Registration. If an opinion The shares of counsel provides that Acquirer Common Stock to be issued in connection with the Merger will be issued in a transaction exempt from registration is not required for under the proposed exercise or transfer Securities Act of this Warrant or 1933, as amended (the proposed transfer "Securities Act"), by reason of Section 4(2) thereof. Acquirer shall use commercially reasonable efforts to prepare, file and have declared effective, as promptly as practicable, and, in any event, within ninety (90) days following the Warrant Shares and that Closing, a registration statement (the proposed exercise or transfer in the absence of registration would require the Company to take any action including executing and filing forms or other documents "Registration Statement") with the Securities and Exchange Commission (the “"SEC”") or any state securities agency, or delivering to covering the Holder any form or document in order to establish the right resale of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expense, to take any such action. At any time after the registration statement contemplated in Section 4(a) shares of the Subscription Agreement is declared effective by the SEC, any Warrant Shares Acquirer Common Stock issued to the Holder in connection with the Merger, and Acquirer shall use commercially reasonable efforts to cause the Registration Statement to become effective as promptly as practicable after filing; provided that Acquirer may postpone effectiveness of the Registration Statement for a period not to exceed sixty (60) days if Acquirer determines in good faith that such effectiveness would adversely affect Acquirer. Acquirer's obligation in the preceding sentence to file the Registration Statement within ninety (90) days is subject to the condition that the holders of Company Capital Stock provide Acquirer promptly, but in no event more than twenty (20) days after the Closing, all information relating to them requested by Acquirer for inclusion in the Registration Statement, and such obligation shall be postponed to the extent of any exercise delay in providing such information. Acquirer shall pay all costs and expenses incident to the performance of its obligations pursuant to this Section 1.11 (and each of such holder's officers, directors, agents, employees and each person controlling such holder) and shall indemnify each holder of the shares of Acquirer Common Stock to be registered pursuant to this Section 1.11 against all claims, losses, damages and liabilities (including reimbursement of legal expenses) arising out of or based on any untrue statement of a material fact contained in any prospectus, offering circular or other document prepared by Acquirer incident to any such registration, qualification or compliance, or based on any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (provided that Acquirer will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished to Acquirer by an instrument duly executed by such holder and stated to be specifically for use therein) on terms customary for transactions of this Warrant kind. If the indemnification provided for in this Section 1.11 is unavailable with respect to any loss, liability, claim, damage or expense referred to herein, then Acquirer shall be issued in certificated form and shall bear no restrictive legend. At any time before contribute to the registration statement contemplated in Section 4(a) of the Subscription Agreement is declared effective amount paid by the SECholder or other party having a right to indemnification as a result of such loss, any Warrant Shares issued liability, claim, damage or expense in such proportion as appropriate to reflect the Holder relative fault of Acquirer on the one hand and the holder or the other party having a right to indemnification on the other in connection with the statements or omissions which result in such loss, liability, claim, damage or expense as well as any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedother relevant equitable considerations.

Exemption from Registration. If an opinion The parties intend that the Exchangeable Shares issued pursuant to the Plan of Arrangement and the shares of Parent Common Stock issued pursuant to the Plan of Arrangement and shares of Parent Common Stock issuable in exchange for the Exchangeable Shares will be issued in transactions (the "Contemplated Issuances") exempt from registration under the Securities Act by reason of Section 3(a)(10) and/or 3(a)(9) thereof and, when issued, such shares of Parent Common Stock will be immediately convertible into shares of Parent Class A Common Stock which will be tradable by the holders without restrictions except for the restrictions set out in the Company Affiliate agreements applicable to Company Affiliates. As soon as reasonably practicable after the date hereof, Parent will submit a written "no-action" request letter to Staff of the SEC seeking confirmation that the Contemplated Issuances are so exempt from registration under the Securities Act (the "No Action Request"). Parent will provide the Company and its counsel provides that registration a reasonable opportunity to review and comment on the No Action Request prior to its submission to the SEC. In the event the SEC's response to the No Action Request is negative or is not required for received by Parent prior to 30 days following the proposed exercise or transfer of this Warrant or the proposed transfer of the Warrant Shares and that the proposed exercise or transfer Effective Time (a "Triggering Event"), then Parent hereby agrees as soon as reasonably practicable thereafter, in the absence case of one or more Contemplated Issuances not being exempt from registration would require the Company to take any action including executing and filing forms or other documents with under the Securities and Exchange Commission (the “SEC”) or any state securities agency, or delivering to the Holder any form or document in order to establish the right of the Holder to effectuate the proposed exercise or transfer, the Company agrees promptly, at its expenseAct, to take any all steps reasonably necessary to permit such action. At any time Contemplated Issuances to proceed in accordance with the requirements of the Securities Act and, in the case of shares of Parent Class A Common Stock not being tradable without restriction, to take all steps reasonably necessary or appropriate to cause such shares of Parent Class A Common Stock to be freely tradable without restriction in such manner, including, but not limited to, (x) within 14 days after the registration statement contemplated in Section 4(a) occurrence of the Subscription Agreement is declared effective by a Triggering Event, filing with the SEC, and using commercially reasonable efforts to cause the effectiveness of, a registration statement under the Securities Act so as to register the issuance of such shares of Parent Class A Common Stock, (y) using commercially reasonable efforts to maintain the effectiveness of such registration statement (the "Public Registration") until all such shares of Parent Class A Common Stock have been issued by Parent and (z) taking any Warrant Shares issued action required to be taken under applicable SEC, state and provincial securities Laws and the Holder regulations of the NNM in connection with the issuance of such shares of Parent Class A Common Stock. Notwithstanding any exercise of this Warrant provision hereof to the contrary, Parent shall be issued entitled, without prior notice, to suspend the Public Registration during customary "blackout periods" relating to material non-public information regarding Parent that causes the prospectus contained in certificated form and shall bear no restrictive legend. At any time before the such registration statement contemplated to not be complete or correct in Section 4(a) of the Subscription Agreement is declared effective by the SEC, any Warrant Shares issued to the Holder in connection with any exercise of this Warrant shall be issued in certificated form and shall bear the following restrictive legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. On the Commencement Date (as defined in the Subscription Agreement), the Company shall cause any restrictive legend on any outstanding Warrant Shares to be removedmaterial respect.