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 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 any 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 a 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 the same aggregate principal amount setting forth such party’s election to effectuate a 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 such Change of Control Date (the “Change of Control Exchange Date”). (b) enter into Subject to the prior receipt by Alon USA of NYSE Stockholder Approval, Alon Israel and/or any such agreements, whether in of its Permitted Transferees shall have the form of an amendment hereto or to any other Financing Document, an indenture, a note purchase agreement or otherwise option (the “New DocumentsExchange Option”), exercisable for a five Business Day period beginning on the first day on which the Alon USA securities trading window is open after each of January 3, 2010, July 1, 2010 and January 1, 2011 to require Alon USA to consummate a Share Exchange by delivery to Alon USA of an exercise notice setting forth the election to effectuate a Share Exchange (the date on which such Share Exchange is consummated being referred to herein as a “Voluntary Exchange Date”). (c) as If ▇▇▇▇▇ Springs’ assets are the Purchaser shall deem necessary subject of any proceeding under, or desirable any order, decree or judgment entered in connection with any proceeding under, any bankruptcy, insolvency, receivership, reorganization, liquidation or other similar law (other than a resale voluntary liquidation pursuant to which there are sufficient proceeds to distribute to the holders 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 Preferred Shares an aggregate amount equal 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 par value plus accrued dividends 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 then outstanding immediately before such exchange. Each Replacement Note shall be Preferred Shares) (each, a “Trigger Event”), then, subject to the requirements prior receipt by Alon USA of NYSE Stockholder Approval, Alon Israel and/or any of its Permitted Transferees shall have the option to require Alon USA to consummate a Share Exchange effective (the date on which such Share Exchange is consummated being referred to herein as a “Trigger Event Exchange Date”). (d) If a Share Exchange effected pursuant to Sections 10.6 2.3(a), (b) or (c) shall not have occurred prior to 5:00 p.m. (Dallas, Texas time) on July 1, 2011 (the “Mandatory Exchange Date”), then, subject to the prior receipt by Alon USA of NYSE Stockholder Approval, Alon USA and 10.7 hereof or, if applicable, the corresponding section Alon Israel and/or any of its Permitted Transferees shall consummate a Share Exchange effective as of the Indenture. Notwithstanding Mandatory Exchange Date. (e) Alon USA acknowledges and agrees that it shall include the foregoingNYSE 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. (f) On the Change of Control Exchange Date, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of debtVoluntary Exchange Date, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-off and sharing provisionsTrigger Event 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 the Preferred Shares subject to such Share Exchange (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 additional terms encumbrance), a number of duly authorized, fully paid and provisions as are reasonably requested nonassessable whole shares of Alon Common Stock equal to: (i) with respect to the Original Preferred Shares, the quotient obtained by dividing (x) the sum of (A) the aggregate Par Value of the Original Preferred Shares being exchanged by Alon Israel and/or any of its Permitted Transferees, and (B) the aggregate Series A Dividends accrued but unpaid on such Original Preferred Shares, whether or not declared, together with any other dividends declared but unpaid on such Original Preferred Shares, by (y) the Original Preferred Alon Share Price (the “Original Exchange Shares”); provided that in lieu of any fractional share of Alon Common Stock that would otherwise be 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 Original Preferred Alon Share Price. (ii) with respect to effectuate the resale First L/C Preferred Shares, the quotient obtained by dividing (x) the sum of (A) the aggregate Par Value of the Replacement Notes First L/C Preferred Shares being exchanged by Alon Israel and/or any of its Permitted Transferees, and (bB) the aggregate Series A Dividends accrued but unpaid on such First L/C Preferred Shares, whether or not declared, together with any other dividends declared but unpaid on such First L/C Preferred Shares, by (y) the First L/C Alon Share Price (the “First L/C Exchange Shares”); provided that in lieu of any fractional share of Alon Common Stock that would otherwise be 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 First L/C Alon Share Price; (iii) with respect to the Second L/C Preferred Shares, the quotient obtained by dividing (x) the sum of (A) the aggregate Par Value of the Second L/C Preferred Shares being exchanged by Alon Israel and/or any of its Permitted Transferees, and (B) the aggregate Series A Dividends accrued but unpaid on such Second L/C Preferred Shares, whether or not declared, together with any other dividends declared but unpaid on such Second L/C Preferred Shares, by (y) the Second L/C Alon Share Price (the “Second L/C Exchange Shares” and together with the Original Exchange Shares and the First L/C Exchange Shares (the “Exchange Shares”); provided that in lieu of any fractional share of Alon Common Stock that would otherwise be 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 Second L/C Alon Share Price; and (g) As a condition precedent to delivery of Exchange Shares, Alon Israel and/or any of its Permitted Transferees shall surrender the certificate or certificates for all Preferred Shares being exchanged by it and/or its Permitted Transferees pursuant to such Share Exchange (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 agreement 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 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 Shares 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, Voluntary Exchange Date, Trigger Event 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, Voluntary Exchange Date, Trigger Event 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 Exchange Shares. (h) 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 of Notes new or Replacement Notes and not affecting another series of Notes different securities (the “Successor Securities”), then, following any such reorganization, recapitalization, reclassification or Replacement Notes. Unless other event, the context otherwise requires, all references Preferred Shares 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. (i) In connection with a 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 issuedsuch Share Exchange.

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 the request of the Required Holders at any time or from time to time, the Company will (a) exchange Subject as hereinafter provided, each Holder shall have the right (the “Exchange Right”), subject to any applicable laws and regulations and in the manner described below, to have all or any portion of its Notes redeemed in exchange (the “exchange”) for a pro rata among all the Holders) share of the outstanding Exchange Property. Except as otherwise provided herein, upon exercise of an Exchange Right, the Issuer shall deliver, on the Settlement Date, a pro rata share of the Exchange Property, to be determined as of the relevant Exercise Date (but subsequently adjusted in respect of any adjustments to the Exchange Property occurring thereafter but prior to the Settlement Date), to such Holder in exchange for the relevant Note. Exchange Rights may only be exercised in respect of an authorized denomination of a Note and may not be exercised in an amount that would result in ownership of an amount of Notes for that is not an authorized denomination. Upon exchange, the right of the exchanging Holder to repayment of the Notes to be exchanged shall be extinguished and released, and in consideration and in exchange therefor the Issuer shall deliver or procure the delivery of the relevant pro rata share of the Exchange Property as provided below or the applicable Cash Settlement Amount, each as described below. (b) Notwithstanding any other evidences provision hereof, upon the exercise of indebtedness or debt securities any Exchange Right, the Issuer may elect to deliver to the relevant Holder no later than the Settlement Date an amount equal to the relevant Cash Settlement Amount on the Settlement Date in satisfaction of the Company Exchange Right in respect of any Note delivered for exchange (the “Replacement NotesCash Settlement Option”). In order to exercise its Cash Settlement Option, as soon as reasonably practicable, but in any event not later than the second Business Day following the relevant Exercise Date (the “Cash Option Exercise Date”), the Issuer shall deliver to the relevant Holder by notification through the Depositary for communication to its participants, or by hand or by courier (at the address specified by the relevant Holder in the Exchange Notice) in the same aggregate principal amount case of Certificated Notes, the Cash Settlement Notice. Any Cash Settlement Notice shall be irrevocable, and in the absence of any such notice, the Issuer shall be deemed not to have exercised the Cash Settlement Option. The Cash Settlement Amount shall be paid to the relevant Holder in accordance with the wire transfer instructions provided by the Holder in the Exchange Notice. (c) Except as otherwise provided in this Article VIII, upon exercise of an Exchange Right, the then principal amount Issuer shall deliver, on the Settlement Date, a pro rata share of the Exchange Property (including, if applicable, payment of an amount in cash equal to the total Cash Settlement Amount of the pro rata share of the Exchange Property or part thereof), to be determined as of the relevant Exercise Date (but subsequently adjusted in line with adjustments to the Exchange Property occurring thereafter but prior to the Settlement Date), to such Holder in exchange for the relevant Note. The Issuer will apply the Notes being to be exchanged in consideration of the transfer of Exchange Property by redeeming the Notes and applying the cash on the Holder’s behalf to the Issuer as consideration for delivery of such pro rata share of the Exchange Property to the relevant Holder. (d) Upon actual delivery of Exchange Property (and/or, if applicable, payment of an amount in cash equal to the total Cash Settlement Amount of the pro rata share of the Exchange Property or part thereof) by the Issuer to the relevant Holder following exercise of Exchange Rights, or upon any purchase and cancellation of any Notes or upon termination of the Exchange Rights, the pro rata share of the Exchange Property or the relevant part thereof attributable to each relevant Note shall cease to be part of the Exchange Property, and the Exchange Property shall be deemed to be reduced accordingly. (e) Exchange Rights may be exercised only in respect of denominations of $250,000 and integral multiples of $1,000 in excess thereof in principal amounts of Notes. (f) If the Issuer determines that, notwithstanding this Article VIII, an adjustment should be made to the Exchange Rights (including, but not limited to, the Exchange Property) as a result of one or more events or circumstances which might have an adverse effect on the Holders’ Exchange Rights in relation to any Exchange Property and no adjustment to the Exchange Rights under this Article VIII would arise, such adjustment (if any) to the Exchange Rights as is fair and reasonable to take account of such event and the date on which such adjustment should take effect shall be Independently Determined as soon as practicable. For the avoidance of doubt, neither the Trustee nor any Exchange Agent shall have any responsibility to make any determination as to whether or not any event has occurred which might require an adjustment to the Exchange Rights. (g) In the event of an Offer or certain proposals for a Merger in relation to any issuer of Relevant Securities, with respect to all Notes for which (i) both (a) the Exchange Right has been exercised and (b) enter the Issuer has elected to exercise its Cash Settlement Option and (ii) the Calculation Period is occurring on the day which such Offer is publicly made or such Merger publicly announced, the Settlement Date shall be delayed until the expiration of the earlier to expire of (i) the period commencing on the date which is the fifth Business Day prior to the Specified Date (without taking into account any extension of the relevant Offer unless such agreementsextension is announced prior to such fifth Business Day) and ending on the fifth Business Day following the date that acceptance of the relevant Offer is withdrawn or the relevant Offer lapses or the Unconditional Date, whether and (ii) the period commencing on the date on which a resolution is passed by the required majority of shareholders of the issuer of any Relevant Securities eligible to vote upon such resolution in respect of any applicable Merger and ending on the form of an amendment hereto fifth Business Day following the date that the same is rejected by the relevant judicial or other authorities or the Merger becomes effective (as the case may be). The Issuer shall have absolute discretion to vote on or to any other Financing Document, an indenture, a note purchase agreement accept or otherwise (the “New Documents”) as the Purchaser shall deem necessary reject such Offer 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 issuedarrangement.

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) 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.