SERIES B CONVERTIBLE PREFERRED STOCK AGREEMENT
THIS SERIES B CONVERTIBLE PREFERRED STOCK AGREEMENT (this "Agreement") is made
as of the ____th day of ________, 201__ by and between Alon USA Energy, Inc., a
Delaware corporation (the "Company"), Alon Brands, Inc., a Delaware corporation
("Alon Brands") and ____________________, a _________________ formed under the
laws of __________________ (the "Investor").
WHEREAS, in February 2011 Alon Brands issued $30.0 million five-year unsecured
notes (the "Alon Brands Notes") and in March 2011 the Company issued 3,092,783
warrants to purchase shares of Common Stock (as defined below) at an initial
exercise price per share of $9.70 (the "Alon Warrants") to a group of investors
pursuant the terms of the Loan Agreements (as defined below);
WHEREAS, the Investor is the holder of $____________ of the Alon Brands Notes
(the "Investor Notes") and the holder of Alon Warrants for the purchase of
_____________ shares of Common Stock (the "Investor Warrants");
WHEREAS, prior to the date hereof and with the Investor's consent, Alon Brands
assigned to the Company, and the Company assumed all of Alon Brands' obligations
under the Investor Notes;
WHEREAS, the Company desires to repay the Investor Notes in full to the Investor
and issue to the Investor Series B Convertible Preferred Stock, par value $0.01
per share of the Company (the "Preferred Stock") in consideration for the
payment by the Investor of $____________ and the delivery by the Investor of the
Investor Warrants; and
WHEREAS, Alon Brands, an indirect subsidiary of the Company, and each other
party hereto will benefit from this Agreement and acknowledges and agrees to the
terms set forth herein.
The parties hereby agree as follows:
1.Closing Deliveries
.
1.1.On the Closing Date the Company shall:
(a)
repay in cash in full the Investor Notes in an aggregate amount of
$______________;
(b)
pay the accrued but unpaid interest on the Investor Notes pursuant to its terms;
and
(c)
issue to the Investor ______________ shares of the Preferred Stock.
1.2.On the Closing Date the Investor shall:
(a)
deliver the Investor Notes to the Company;
(b)
deliver the Investor Warrants to the Company; and
(c)
pay in cash $_______________ to the Company.
1.3.The shares of the Preferred Stock issued to the Investor pursuant to this
Agreement shall be referred to in this Agreement as the "Shares" and shall be
governed by the terms set forth in the Certificate of Designation (as defined
below).
1.4.For avoidance of doubt, except with respect to any amounts due pursuant to
Section 1.1(b) above, no actual payment of cash shall be exchanged by the
Company and the Investor with respect to the transactions contemplated herein
and the payment by the Company for the amount set forth in Section 1.1(a) shall
be made by way of set-off against the amount to be paid by Investor pursuant to
Section 1.2(c).
1.5.Upon the delivery of the Investor Notes and the Investor Warrants by the
Investor and the issuance of the Shares by the Company, the Investor has no
further rights under (a)