Common use of Exchange Right Clause in Contracts

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) exchange all or any portion (pro rata among all the Holders) of the outstanding Notes for any other evidences of indebtedness or debt securities of the Company (“Replacement Notes”) in the same aggregate principal amount as the then principal amount of the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issued.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) exchange all or any portion (pro rata among all Subject to the Holders) prior receipt by Alon USA of approval of holders of a majority of the outstanding Notes for any other evidences of indebtedness or debt securities Alon Common Stock with respect to the issuance of the Exchange Shares (as defined below) pursuant to and in compliance with Section 312.03 of the NYSE’s Listed Company Manual (“Replacement NotesNYSE Stockholder Approval”), prior to the consummation of a Change of Control (a “Change of Control Date”), each of Alon USA and Alon Israel shall have the option, exercisable at each such party’s sole and absolute discretion, to require the other party to consummate the Share Exchange by delivery to the other party at least 10 Business Days prior to the Change of Control Date of a written notice (the “Exercise Notice”) in setting forth such party’s election to effectuate the same aggregate principal amount Share Exchange. Any Share Exchange elected pursuant to this Section 2.3(a) shall be consummated effective as the then principal amount of the Notes being exchanged and Business Day immediately preceding the Change of Control Date (the “Change of Control Exchange Date”). (b) enter into any such agreementsIf a Share Exchange effected pursuant to Section 2.3(a) shall not have occurred prior to 5:00 p.m. (Dallas, whether in the form of an amendment hereto or to any other Financing DocumentTexas time) on July 1, an indenture, a note purchase agreement or otherwise 2011 (the “New DocumentsMandatory Exchange Date”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes), whether as a private placementthen, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements prior receipt by Alon USA of Sections 10.6 NYSE Stockholder Approval, Alon USA and 10.7 hereof or, if applicable, Alon Israel and/or any of its Permitted Transferees shall consummate the corresponding section Share Exchange effective as of the Indenture. Notwithstanding Mandatory Exchange Date. (c) Alon USA acknowledges and agrees that it shall include the foregoing, NYSE Stockholder Approval (and all required disclosures) as a matter to be voted upon in its proxy statement relating to its 2009 annual meeting of stockholders. (d) On the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance Change of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisionsControl Exchange Date or Mandatory Exchange Date, as applicable, Alon USA shall issue and deliver to Alon Israel and/or any of its Permitted Transferees in exchange for all of the shares of Preferred Stock then held by Alon Israel and/or any of its Permitted Transferees (all of which shares shall be transferred and delivered to Alon USA free and clear of any lien, claim, judgment, charge, mortgage, security interest, escrow, equity or other encumbrance), a number of duly authorized, fully paid and nonassessable whole shares of Alon Common Stock equal to the quotient obtained by dividing (i) the sum of (A) the aggregate Par Value of the shares of Preferred Stock then held by Alon Israel and/or any of its Permitted Transferees, and (B) the aggregate Series A Dividends accrued but unpaid on such shares of Preferred Stock, whether or not declared, together with any other additional terms and provisions as are reasonably requested dividends declared but unpaid on such shares of Preferred Stock, by (ii) the Alon Share Price (the “Exchange Shares”); provided that in lieu of any fractional share of Alon Common Stock that would otherwise by payable by operation of this subsection, Alon USA shall pay to the Person entitled thereto an amount in cash equal to such fraction multiplied by the Purchasers in order Alon Share Price. (e) As a condition precedent to effectuate the resale delivery of the Replacement Notes Exchange Shares, Alon Israel and/or any of its Permitted Transferees shall surrender the certificate or certificates for all shares of Preferred Stock then held by it and/or its Permitted Transferees (or, if Alon Israel and/or any of its Permitted Transferees alleges that any such certificate has been lost, stolen or destroyed, a lost certificate affidavit and (bagreement reasonably acceptable to Alon USA to indemnify Alon USA and the Company against any claim that may be made against Alon USA or the Company on account of the alleged loss, theft or destruction of such certificate) to Alon USA at its principal office. If so required by Alon USA, certificates surrendered for exchange shall be endorsed or accompanied by written instrument or instruments of transfer, in such form and will contain such terms and provisions as are necessary reasonably satisfactory to comply Alon USA, duly executed by the registered holder. All rights of Alon Israel and/or any of its Permitted Transferees with all Applicable Lawsrespect to the Preferred Stock exchanged pursuant to Section 2.3, whether arising under the Certificate, this Agreement or otherwise, including in the case rights, if any, to receive Series A Dividends accrued on or after the Change of an indenture Control Exchange Date or Mandatory Exchange Date, as applicable, will be deemed transferred and assigned by Alon Israel and its Permitted Transferees to Alon USA on the TIA. All Notes and Replacement Notes will vote together Change of Control Exchange Date or Mandatory Exchange Date, as one series on all matters requiring applicable, (notwithstanding the vote failure of Alon Israel and/or any of its Permitted Transferees to surrender the certificates at or prior to such time), except only the right of Alon Israel and/or any of its Permitted Transferees, upon surrender of the Notes certificate or Replacement Notes except certificates (or lost certificate affidavit and agreement) therefor, to receive the Exchange Shares. (f) If there shall occur any reorganization, recapitalization, reclassification or other similar event involving Alon USA in which the Alon Common Stock is reclassified as, converted into or exchanged for matters affecting one series new or different securities (the “Successor Securities”), then, following any such reorganization, recapitalization, reclassification or other event, the shares of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references Preferred Stock shall instead be exchangeable pursuant to the Notes herein includes the Replacement Notes this Section 2.3 for such Successor Securities and all references in this Agreement to the Purchasers herein includes any trustee for any indenture Alon Common Stock shall be deemed to be references to such Successor Securities, mutatis mutandis. (g) In connection with the Share Exchange, Alon USA will, upon request, enter into a customary and reasonable registration rights agreement with a Permitted Transferee of Alon Israel with respect to shares of Alon USA common stock issued to such Permitted Transferee pursuant to which the Replacement Notes are issuedShare Exchange.

Exchange Right. Upon (a) The Company shall, and AIG shall cause the request Company to, complete an IPO prior to the 24-month anniversary of the Required Holders Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Company will (a) Stockholder may exchange and sell all or any portion (pro rata among all the Holders) of the outstanding Notes for Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any other evidences material respect the availability to AIG’s consolidated federal income tax return group of indebtedness such net operating losses or debt securities tax attributes. (c) If, prior to the completion of the Company (“Replacement Notes”) IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in the same aggregate principal amount as the then principal amount such Change of the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise Control transaction (the “New DocumentsAcquirer”) as shall assume the Purchaser Exchange Right obligations of AIG hereunder; provided that the Acquirer shall deem necessary or desirable in connection with a resale have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the NotesClosing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether as a private placement, registered public offering restrictions arising from or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issuedContract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. From the date hereof until the date that the Shares are no longer outstanding, in lieu of conversion at the Conversion Price set forth in Section 6 of the Certificate of Designation, the Holder shall have the right to exchange (“Exchange”) the Shares for shares of Common Stock hereunder provided that the exchange rate shall be, for each Share, a number of Conversion Shares that results in net proceeds upon resale equal to, in the aggregate, $1,350. By way of example, in the event that the Holder exercises the right to Exchange 1,000 Shares, then the Holder shall have the right to receive Conversion Shares which yield aggregate net proceeds, upon resale, equal to, in the aggregate, $1,350,000. The Exchange shall occur otherwise pursuant to Section 6 of the Certificate of Designation and, after the date hereof, any Notice of Conversion shall be presumed made pursuant to this Agreement unless otherwise indicated in the Notice of Conversion. Upon delivery of a Notice of Conversion, the Company shall be obligated to deliver such number of Conversion Shares that would result in such aggregate net proceeds assuming a sales price equal to the VWAP (as defined in the SPA) immediately prior to the delivery of such Notice of Conversion (if additional Conversion Shares are required, such shares shall be delivered promptly (and in any event within 3 Trading Days). Following sale of such Conversion Shares by the Holder, the Holder shall report the aggregate net proceeds of such sales to the Company, along with the Holder’s good faith determination of whether additional Conversion Shares are required to be issued in order to achieve the $1,350 per share conversion value. If additional Conversion Shares are required to be issued, the Company shall issue such additional shares as described above. If too many Conversion Shares were issued, such excess shares shall, at the option of the Holder, either reduce the Stated Value of the remaining outstanding Shares or be returned by the Holder, at the Holder’s option). On a monthly basis, at the request of the Required Holders at any time or from time to timeCompany, the Company will (a) exchange all or Holder shall provide written documentation of any portion (pro rata among all the Holders) sales of the outstanding Notes for any Conversion Shares. The Holder shall not convert into Common Stock pursuant to Section 6 other evidences of indebtedness or debt securities than pursuant to the terms of the Company (“Replacement Notes”) in the same aggregate principal amount as the then principal amount of the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issuedExchange hereunder.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) During the period commencing on the closing date of an initial Public Offering of Parent’s equity securities and ending on the third (3rd) anniversary of such closing date, each Seller may, in his sole discretion, by written notice to Parent and SFRO (the “Exchange Notice”), irrevocably elect to exchange all or any portion (pro rata among all the Holdersbut not a portion) of the outstanding Notes Common Units (as such term is defined in the SFRO Operating Agreement) in SFRO held by such Sellers for a number of equity securities of Parent of the type offered in such initial Public Offering (such equity securities, the “Parent Shares”), which number shall equal to the number of Common Units held by such Seller multiplied by the Applicable Exchange Ratio (an “Exchange”); provided, that if requested by the sole or managing underwriter on Parent’s initial Public Offering or any other evidences Public Offering, then, as a condition to the Exchange, each Seller shall enter into a lockup agreement on terms and conditions substantially similar to those then applicable to Parent’s other significant shareholders. Any Exchange shall take effect on the tenth (10th) day after the date of indebtedness or debt securities Seller’s notice to Parent or, if such day is not a business day, the next following business day (the date of the Company (exchange, the “Replacement NotesExchange Date”) ). All valuation-related determinations for the purposes of calculating the Applicable Exchange Ratio, including the determination of Adjusted EBITDA, will be made by the Board of Directors of Parent in the same aggregate principal amount as the then principal amount of the Notes being exchanged and good faith. (b) enter into any such agreementsNotwithstanding anything to the contrary in this Agreement, whether in the form event any Seller delivers the Exchange Notice prior to the final determination of an amendment hereto or the Earnout Adjusted EBITDA pursuant to any other Financing DocumentSection 1.4 of the Purchase Agreement, an indenture, a note purchase agreement or otherwise 14.3% of all of the Common Units held by such Seller shall be withheld (the “New DocumentsHoldback Units”) as and not exchanged for Parent Shares. Upon the Purchaser final determination of the Earnout Adjusted EBITDA pursuant to Section 1.4 of the Purchase Agreement: (i) If the equity adjustments contemplated by Section 1.4(g) of the Purchase Agreement are effected, the Holdback Units held by any Seller shall deem necessary or desirable be deemed transferred to Buyer (it being understood that no consideration shall be payable by Buyer in connection with a resale such transfer), which transfer shall be deemed effective as of the Noteseffective date of the equity adjustment as contemplated by Section 1.4(g) of the Purchase Agreement; and (ii) if no equity adjustment is effected pursuant to Section 1.4(g) of the Purchase Agreement, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which Holdback Units shall be approved by all exchanged for Parent Shares, with the Holders; provided, however, that Exchange Date being the aggregate principal amount of all Notes and Replacement Notes outstanding and tenth (10) day following the aggregate cash interest and premium expense date on which the Earnout Adjusted EBITDA is finally determined pursuant to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense Section 1.4 of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicablePurchase Agreement, and based on an Applicable Exchange Ratio as of such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issuedExchange Date.

Exchange Right. Upon (a) Subject to the request terms and conditions specified in this Section 9, the holders of shares of Preferred Stock or Redemption Preferred Stock shall have a right to exchange shares of Preferred Stock or Redemption Preferred Stock for Additional Securities on the Required Holders at same terms and conditions as offered by the Company to the other purchasers of such Additional Securities. (b) Each time the Company proposes to offer any time or from time to timeAdditional Securities, the Company will shall make an offering of such Additional Securities to each holder of shares of Preferred Stock or Redemption Preferred Stock in accordance with the following provisions: (ai) The Company shall deliver an Issuance Notice to the Purchasers as provided in Section 8(b)(i) above. (ii) By written notification received by the Company, within 15 business days after giving of the Issuance Notice, any holder of shares of Preferred Stock or Redemption Preferred Stock may elect to exchange all any of its then owned Preferred Stock or any portion Redemption Preferred Stock for Additional Securities, at the Offering Price and on the terms specified in the Issuance Notice (pro rata among all provided that if the HoldersOffering Price is to be paid in whole or in part in consideration other than cash, the holders of Preferred Stock or Redemption Preferred Stock exercising their rights hereunder shall have the option to pay such consideration in shares of Preferred Stock or Redemption Preferred Stock (valued in accordance with the method set forth in Article XI.E(ii) of the outstanding Notes for Certificate of Designation), as if each share of Preferred Stock or Redemption Preferred Stock was cash equal to the Face Value plus any accrued and unpaid dividends or amounts due under the Registration Rights Agreement. (iii) If the number of securities elected to be purchased by the holders of Preferred Stock and Redemption Preferred Stock pursuant to this Section 9 is greater than the number of Additional Securities offered by the Company, the Company shall promptly, in writing, inform each holder electing to participate hereunder (an “Exchanging Holder”), and each Exchanging Holder shall be entitled to obtain that portion of the Additional Securities equal to the proportion that the number of shares of Preferred Stock or Redemption Preferred Stock held by such Exchanging Holder bears to the total number of shares of Preferred Stock and Redemption Preferred Stock held by all Exchanging Holders. (iv) The Company shall promptly, in writing, inform each holder of shares of Preferred Stock or Redemption Preferred Stock which elects to purchase all of the Additional Shares available to it under this Section 9 (“Fully-Exchanging Holder”) of any other evidences holder’s failure to do likewise. During the five-day period commencing after such information is given, each Fully-Exchanging Holder shall be entitled to obtain that portion of indebtedness the Additional Securities for which the holders of shares of Preferred Stock and Redemption Preferred Stock were entitled to subscribe but which were not subscribed for by such holders which is equal to the proportion that the number of shares of Preferred Stock or debt Redemption Preferred Stock held by such Fully-Exchanging Holder bears to the total number of shares of Preferred Stock and Redemption Preferred Stock held by all Fully-Fully Exchanging Holders who wish to purchase any of the unsubscribed shares. (v) If all Additional Securities which the holders of shares of Preferred Stock or Redemption Preferred Stock are entitled to obtain pursuant to this Section 9 are not elected to be obtained as provided in subparagraph (iv), the Company may, during the 75-day period following the expiration of the period provided in such subparagraph, offer the remaining unsubscribed portion of such Additional Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Issuance Notice. If the Company does not consummate the sale of such Additional Securities within such period, the right provided hereunder shall be deemed to be revived and such Additional Securities shall not be offered or sold unless first reoffered to the holders of shares of Preferred Stock and Redemption Preferred Stock in accordance herewith. (c) All rights under this Section 9 shall immediately terminate upon the earlier to occur of (i) the first date following the Closing Date on which the Company completes an offering of Common Stock with a purchase price of at least $1.00 per share and gross proceeds of at least $20,000,000, or (ii) the first date that is at least 12 months after the Closing Date and immediately prior to which the Closing Sales Price (as defined in the Certificate of Designation) of the Common Stock has been at least $1.35 for 30 consecutive trading days. (d) Notwithstanding anything set forth in this Certificate of Designation or any Redemption Certificate to the contrary, if the number of securities elected to be purchased by the holders of Preferred Stock and Redemption Preferred Stock pursuant to Section 8 and this Section 9 is greater than the number of Additional Securities offered by the Company, the rights of the Exchanging Holders provided under this Section 9 shall take precedent and such holders shall have the right to fully exchange all of their shares of Preferred Stock or Redemption Preferred Stock before any Participating Holder shall have any rights under Section 8. (e) In addition to the rights set forth in Section 10(g), each Purchaser may, with the written consent of the Company (“Replacement Notes”) which such consent may not be unreasonably withheld or delayed), assign its rights in this Section 9 separately from the same aggregate principal amount as the then principal amount of the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issuedunder this Agreement.

Exchange Right. Upon If the request of the Required Holders Company intends to effect a Subsequent Placement at any time or from time prior to timethe 30th day following the Closing, the Company will shall deliver to each Investor a written notice (aan “Exchange Notice”) no later than two (2) Business Days (the “Exchange Notice Date”) prior to the closing date of such Subsequent Placement along with the proposed definitive investment documents for such Subsequent Placement (the “Exchange Documents”). Each Investor shall have the right (but not the obligation) to exchange all or any portion (pro rata among all the Holdersbut not less than all) of such Investor’s Note and Warrant (an “Exchange”) for the outstanding Notes securities being offered in such Subsequent Placement (the “Exchange Securities”). If an Investor wishes to participate in an Exchange, such Investor shall deliver written notice thereof (an “Exchange Election Notice”) to the Company within ten (10) Business Days after receipt by such Investor of the Exchange Notice for any such Exchange. If an Investor has timely delivered an Exchange Election Notice, the applicable Exchange shall be consummated on (i) the date that is the later of (x) the date on which the applicable Subsequent Placement is consummated in accordance with its terms and (y) the date that is one Business Day after the date on which such Exchange Election Notice was timely delivered by such Investor or (ii) such other evidences date that is mutually agreed to in writing or by email by the Company and such Investor (such date, the “Exchange Closing Date”). Each Exchange shall be effected on a dollar-for-dollar basis so that each dollar of indebtedness principal (and interest accrued through and including the applicable Exchange Closing Date) shall be deemed payment for the Exchange Securities which shall have the same terms and conditions, mutatis mutandis, granted to other Persons purchasing the Exchange Securities (whether as purchasers in such Subsequent Placement or debt securities through an Exchange pursuant to this Section 4.16). The Company and each Investor that elects to exercise its Exchange right hereunder shall on the applicable Exchange Closing Date execute, and deliver to the other party, the Exchange Documents to which it is a party, and the Company shall deliver the original certificates or other instruments evidencing the Exchange Securities to be issued to such Investor within two Business Days of such Exchange Closing Date. Upon the execution of the Exchange Documents by the Company and an Investor, the obligations of the Company (“Replacement Notes”) under the Investor’s original Note and Warrant shall be extinguished. Each Investor that participates in an Exchange shall return its original Note and Warrant to the same aggregate principal amount as Company for cancellation no later than two Business Days after the then principal amount receipt of the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holderscertificates evidencing its Exchange Securities; provided, however, that the aggregate principal amount of all Notes Investor’s original Note and Replacement Notes outstanding and Warrant shall be deemed cancelled even should Investor fail to return the aggregate cash interest and premium expense same to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenturefor cancellation. Notwithstanding the foregoingdelivery by an Investor of an Exchange Election Notice to the Company, nothing contained herein shall be deemed to limit in any way the New Documents will (a) contain right of such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order Investor to effectuate the resale a conversion or exercise of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes Investor’s Note or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references Warrant at any time prior to the Notes herein includes applicable Exchange Closing Date, in which case, such Investor’s Exchange Election Notice shall be deemed to have been revoked and the Replacement Notes and all references Company’s obligation to the Purchasers herein includes any trustee for any indenture pursuant effect such Exchange with such Investor shall be deemed to which the Replacement Notes are issuedhave been terminated.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) exchange all or any portion (pro rata among all the Holders) of the outstanding Notes for any other evidences of indebtedness or debt securities of the Company (the “Replacement Notes”) in the same aggregate principal amount as the then principal amount of the Notes being exchanged and (b) enter into into, and cause the Guarantors to enter into, any such agreements, whether in the form of an amendment hereto or to any other Financing Documentthe Exchange and Registration Rights Agreement, an indenture, a note purchase agreement or otherwise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which that shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenturehereof. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture indenture, the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes Notes, except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issued.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will Provided that (a) exchange all shares of Series A Preferred Stock initially issued and sold by the Corporation to Elan International Services, Ltd. or any portion its successors and assigns (pro rata among all the Holders"EIS") of the outstanding Notes for any other evidences of indebtedness or debt securities of the Company (“Replacement Notes”) in the same aggregate principal amount as the then principal amount of the Notes being exchanged have not been converted and (b) enter the Exchange Termination Date (as defined below) shall not have occurred, the holders of the Series A Preferred Stock (acting by act of the majority holders thereof) shall have the right to exchange all of their shares of Series A Preferred Stock (the "Exchange Right") of the Corporation for such number of shares of Common Shares (as adjusted for any combinations or divisions or similar recapitalizations) of Sentigen, Ltd., a Bermuda exempted limited liability company ("Sentigen") held by the Corporation, so that, after giving effect to the exercise of the Exchange Right, EIS and the Corporation will each hold 50% of the total outstanding share capital of Sentigen assuming that neither EIS nor the Corporation has sold any shares of Sentigen; provided, that if EIS exercises the Exchange Right prior to a date that is three years after the date hereof, the Corporation shall deliver to Sentigen for exchange the number of Common Shares of Sentigen that would otherwise be delivered to EIS pursuant to this Section 5, and EIS shall receive from Sentigen, upon the exchange of such Common Shares, a number of shares of a newly-created non-voting convertible preferred stock of Sentigen equal to such number of Common Shares delivered to Sentigen by the Corporation. Such non-voting preferred stock shall be convertible into Common Shares of Sentigen on a one-for-one basis at any time after such agreementsthree-year period. Upon exercise of the Exchange Right, whether the shares of Series A Preferred Stock originally purchased from the Corporation, but not including any of the accrued and unpaid dividends thereon, shall be canceled and shall no longer be entitled to any rights in the form Corporation. If any shares of an amendment hereto or the Series A Preferred Stock are converted pursuant to Section 4(a), to shares of Common Stock, the Exchange Right with respect to the shares of Series A Preferred Stock originally purchased from the Corporation, but not including any of the accrued and unpaid dividends thereon, shall be canceled and shall no longer be entitled to any other Financing Documentrights in the Corporation. In order to exercise the Exchange Right, an indenturethe holders shall provide written notice thereof to the Corporation, a note purchase agreement or otherwise setting forth (a) the fact that such holders intend to exercise the Exchange Right, and (b) the proposed date for such exercise (the “New Documents”) as the Purchaser shall deem necessary or desirable in connection with a resale of the Notes"Exercise Date"), whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all between 10 and 30 days after the Holders; date of such notice, provided, however, that if the aggregate principal amount Corporation shall deliver the holders a written request to delay the date for such exercise by no more than 45 days, the Exercise Date will be as set forth in that request. During the period after the receipt of all Notes such written request, and Replacement Notes outstanding before the Exercise Date, the holders shall negotiate with the Corporation in good faith an alternative mechanism for the transfer of the Common Shares or Preferred Stock of Sentigen that will reduce the Corporation's tax liability, provided that the holders shall not be required to agree to any transaction which is financially disadvantageous to them. On the Exercise Date, (y) the holders shall tender their shares of Series A Preferred Stock to the Corporation for cancellation, and (z) the Corporation shall cause to be delivered to EIS, acting on behalf of such holders, such shares of Sentigen. The holders and the aggregate cash interest and premium expense Corporation shall take all other necessary or appropriate actions in connection with or to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issuedclosing.

Exchange Right. Upon the request of the Required Holders at -------------- any time or from time to time, the Company will (a) exchange all or any portion (pro rata among all the Holders) of the outstanding Notes for any other evidences of indebtedness or debt securities of the Company (“"Replacement ----------- Notes”") in the same aggregate principal amount as the then principal amount of ----- the Notes being exchanged and (b) enter into any such agreements, whether in the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise (the “"New Documents”") as the Purchaser ------------- shall deem necessary or desirable in connection with a resale of the Notes, whether as a private placement, registered public offering or otherwise. The Replacement Notes will have identical terms as the Notes for which they are exchanged except for any changes to the relative ranking, interest rate or yield for such Replacement Notes which shall be approved by all the Holders; provided, however, that the aggregate principal amount of all Notes and Replacement Notes outstanding and the aggregate cash interest and premium expense to the Company of all Notes and Replacement Notes outstanding after giving effect to any such exchange shall not exceed such principal amount or cash interest and premium expense of the Notes and any Replacement Notes outstanding immediately before such exchange. Each Replacement Note shall be subject to the requirements of Sections 10.6 and 10.7 hereof or, if applicable, the corresponding section of the Indenture. Notwithstanding the foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisions, as applicable, and such other additional terms and provisions as are reasonably requested by the Purchasers in order to effectuate the resale of the Replacement Notes and (b) be in such form and will contain such terms and provisions as are necessary to comply with all Applicable Laws, including in the case of an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, all references to the Notes herein includes the Replacement Notes and all references to the Purchasers herein includes any trustee for any indenture pursuant to which the Replacement Notes are issued.