Common use of Exercise of Exchange Right Clause in Contracts

Exercise of Exchange Right. (a) In order to exercise the Exchange Right, an Initial Member or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) of the exchange to occur (such date, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing. (b) Within five (5) Business Days after receipt by the Company of an Exchange Notice, the Company shall deliver to the exercising Initial Member or JDI a written notice: (i) specifying whether the Company or Secure will satisfy the Exchange Right and deliver to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form of consideration and the Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares to be delivered to the Initial Member or JDI will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing Date. (c) An Initial Member or JDI may withdraw an Exchange Notice at any time prior to the Exchange Closing Date.

Exercise of Exchange Right. (a) In order The Corporation, on behalf of the Fund, may establish a form of Royalty Unit exchange form (a "ROYALTY UNIT EXCHANGE FORM") to exercise be submitted to the Fund and to the transfer agent of the Fund by any holder of Royalty Units that wishes to exchange such Royalty Units for Trust Units which Royalty Unit Exchange RightForm shall require the holder to elect and indicate irrevocably: i) the number of Royalty Units the holder wishes to exchange; ii) the number of Trust Units the holder wishes to receive upon the exchange; b) The holder of Royalty Units desiring to exchange such Royalty Units in whole or in part for Trust Units shall surrender his Royalty Unit Certificate to the Trustee at its principal office in any of the cities of Calgary, an Initial Member Vancouver or JDI shall deliver Toronto, together with a completed Royalty Unit Exchange Form, or any other written notice (or form satisfactory to the Trustee, in either case duly executed by the holder or his executors or administrators or other legal representatives or his or their attorney duly appointed by an “Exchange Notice”instrument in writing in form and executed in a manner satisfactory to the Trustee, exercising his right to exchange such Royalty Units in accordance with the provisions of this Article and the Royalty Indenture. Thereupon such Royalty Unitholder and/or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges and compliance with all reasonable requirements of the Trustee, his nominee(s) or assignee(s) shall be entitled: i) to be entered in the books of the Fund as at the Date of Exchange (or such effect to the Company, not less than ten (10) Business Days prior to the later date as of which is specified in subsection 6.02(c)) as the Initial Member or JDI desires the closing (the “Exchange Closing”) holder of the exchange to occur (number of Trust Units into which such dateRoyalty Units are exchangeable in accordance with the provisions of this Article and, as soon as practicable thereafter, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing. (b) Within five (5) Business Days after receipt by the Company of an Exchange Notice, the Company Trustee shall deliver to the exercising Initial Member such Royalty Unitholder and/or, subject as aforesaid, his nominee(s) or JDI assignee(s) a written notice: (i) specifying whether the Company Unit Certificate or Secure will satisfy the Exchange Right and deliver to the Initial Member or JDI the Exchange Consideration, (Certificates for such Units; and ii) setting forth to receive from the preferred form of consideration and the Exchange Rate, Trustee a Royalty Unit Certificate representing those Royalty Units (iiiif any) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B)which were not exchanged for Trust Units. Thereupon, the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares Trustee shall be entitled to be delivered entered into the books of the Corporation as the holder of the number of Royalty Units which are so exchanged. c) For the purposes of this Article, Royalty Units shall be deemed to be surrendered for exchange on the Initial Member or JDI will be included for listing on all exchanges date (herein called the "DATE OF EXCHANGE") on which all other Public Company Shares they are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale so surrendered in any jurisdiction, (v) acknowledging compliance by Secure accordance with the covenants set forth provisions of this Article and, in Section 10.6 below and that it is prepared to close the case of Royalty Units surrendered by post or other means of transmission, on the Exchange Closing Date (as defined below) and (vi) setting forth date on which they are received by the exercising Initial Members’ or JDI’s rights Trustee at one of its offices specified in subsection 6.02(b); provided that if Royalty Units are surrendered for exchange on a day which is not a Business Day, the Person entitled to receive Earn Out Shares, if any, to be granted Trust Units shall become the holder of record of such Trust Units as at the date on the Exercise Closing Datewhich such registers are next reopened. (c) An Initial Member or JDI may withdraw an Exchange Notice at any time prior to the Exchange Closing Date.

Exercise of Exchange Right. (a) In order to exercise The Exchange Right may be exercised by each of TopCo and the MIP Shareholders by delivering an Exchange Notice: (i) in the case of TopCo exercising the Exchange Right, an Initial Member or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) all of the exchange to occur MIP Shareholders; and (such date, ii) in the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by case of the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until MIP Shareholder exercising the Exchange ClosingRight, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange ClosingTopCo. (b) Within five (5) Business Days after receipt by the Company of If a MIP Shareholder delivers an Exchange NoticeNotice to TopCo that MIP Shareholder shall, at the Company shall same time, deliver the share certificates relating to the exercising Initial Member his MIP Shares (or JDI an indemnity in respect of any missing share certificate in a written notice: (i) specifying whether the Company or Secure will satisfy the Exchange Right and deliver form acceptable to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form of consideration and the Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(BTopCo acting reasonably), the applicable Fair Market Value, (iv) if the Exchange Consideration is and an instrument of transfer duly executed in favour of TopCo to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company transfer title in such MIP Shares to be delivered to the Initial Member or JDI will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing DateTopCo. (c) An Initial Member or JDI may withdraw If TopCo deliver(s) an Exchange Notice at to the MIP Shareholders, each MIP Shareholder shall, as soon as reasonably practicable, and in any time event, within three (3) Business Days of the receipt of the Exchange Notice, deliver to TopCo the share certificates relating to his MIP Shares (or an indemnity in respect of any missing share certificate in a form acceptable to TopCo acting reasonably) and an instrument of transfer duly executed in favour of TopCo to transfer title in such MIP Shares to TopCo. (d) Upon receipt of the share certificates and instruments of transfer, referred to in Clauses 2.4(b), 2.4(c) and 2.6(b), TopCo shall: (i) in circumstances where the Implied Exchange Value exceeds the Hurdle: (A) (1) in the case of the exercise of an Exit Exchange Right or a Drag Event Exchange Right, issue to the relevant MIP Shareholder following the satisfaction (or waiver) of all conditions to the completion of the Exit Event or Drag Event and in any event prior to the time a holder of Limited Voting Shares must be a holder of such shares in order to participate in the Exit Event or Drag Event, as the case may be, its pro rata share of the Exchange Closing Date.Shares calculated by: (x) dividing the result of B = the number of MIP Shares held by that MIP Shareholder C = the total of the number of MIP Shares less any MIP Shares purchased and held by TopCo or any member of its Group; and

Exercise of Exchange Right. (a) In order to exercise the Exchange Right, an Initial Member or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) of the exchange to occur (such dateright, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer holder of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will Note to be discharged exchanged shall at or prior to Exchange Closing. (b) Within least five (5) Business Days after receipt by the Company of an prior to any Exchange Notice, the Company shall deliver to the exercising Initial Member or JDI a written notice: (i) specifying whether the Company or Secure will satisfy the Exchange Right and deliver to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form of consideration and the Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares to be delivered to the Initial Member or JDI will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below), surrender a fully executed (and manually signed) irrevocable written notice (“Notice of Exchange”), in substantially the form attached hereto as Exhibit B, that the holder elects to exchange such Note or a stated portion thereof constituting a multiple of US$100,000 principal amount, to the Exchange Agent, at any time during usual business hours at its office or agency maintained for the purpose as provided in this Indenture, accompanied by the relevant Definitive Notes, if issued. If any Note or any portion thereof is surrendered for exchange during the period between the close of business on any June 26 or December 27 and up to and including, but not after opening of business on the next following July 11 or January 11, as the case may be, and has not been repurchased by the Company on a repurchase date, such Note shall be accompanied by payment in funds acceptable to the Company of an amount equal to the interest payable on such following July 11 or January 11 on the principal amount of such Note being surrendered for exchange. If the Company shall default in the payment of interest due on the Notes on such July 11 or January 11, as the case may be, such funds shall be repaid to the person who deposited the same. The Notice of Exchange shall also state the name or names (with address) in which the certificate or certificates for the Exchange Shares shall be delivered. Definitive Notes surrendered for exchange shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form set forth on the reverse side of the Notes attached hereto as Exhibit A duly executed by, the holder or his attorney duly authorized in writing. Exchange Agent shall promptly (i) forward the Notice of Exchange it receives in accordance with this Section and (viii) setting forth deliver a confirmation of receipt of the exercising Initial Members’ Notes surrendered in accordance with this section, to the Company. As promptly as practicable after the receipt of Notice of Exchange and the confirmation of the surrender of the Definitive Note, if applicable, as aforesaid, the Company shall, subject to the provisions of Section 10.08, (x) deliver by itself a certificate or JDI’s rights certificates for the number of Exchange Shares deliverable on such exchange of the Notes, or through book-entry transfer such number of Exchange Shares to receive Earn Out Sharesthe account registered in the name of the exchanging holder of the Notes or its designee at the Common Depositary, (y) pay cash, if any, payable on such exchange of Notes to be granted on the Exercise Closing Date. account registered in the name of the exchanging holder of the Notes as indicated in the Notice of Exchange, and (cz) An Initial Member or JDI may withdraw pay cash in respect of any fraction of an Exchange Share otherwise issuable upon such exchange to the account registered in the name of the exchanging holder of the Notes as indicated in the Notice at any time of Exchange, each in accordance with the provisions of this Article. Such exchange shall be deemed to have been effected immediately prior to the close of business on the date (herein called the “Exchange Closing Date”) on which such notice and any such funds shall have been received by the Agent and such Note shall have been surrendered as aforesaid. The Company shall cause the person or persons in whose name or names any Exchange Shares shall be delivered upon such exchange to be registered in CSR's register of shareholders in order for those person or persons to become the holder or holders of record of the Exchange Shares represented thereby. In the case of exchange of a portion, but less than all, of a Note, the Company shall execute, and the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver to the holder thereof, at the expense of the Company, a Note or Notes in the aggregate principal amount of the unexchanged portion of the Note surrendered.

Exercise of Exchange Right. Any Subsequent Holder shall, at its option, be entitled to exercise the Common Share Exchange Right if such Subsequent Holder is not then an affiliate of the Purchaser. In addition, at any time and from time to time after the Company has consummated the initial registered public offering of Common Shares in the United States, the Purchaser may exercise the Common Share Exchange Right only in order to effect the delivery of Common Shares in connection with sales into the public market, and such exchange shall be deemed to have been made upon delivery of the certificate or certificates representing such Common Shares together with an executed share transfer form. Notwithstanding the foregoing provisions of this Section 7.2, the Common Share Exchange Right may be exercised only to the extent that the person receiving Company Common Shares upon the exercise of such Common Share Exchange Rights would not, after such exchange, own more than 9.9% of the total Company Common Shares issued and outstanding (after application of the U.S. tax attribution and constructive ownership rules), unless such restriction is waived by the unanimous consent of the Board of Directors of the Company. Notwithstanding the foregoing, to the extent that after an exchange the Purchaser or any Subsequent Holder would own more than 9.9% of the total Company Common Shares issued and outstanding, the number of Company Common Shares that will be entitled to vote will be limited to that number that would equal no more than 9.9% of the total Company Common Shares issued and outstanding, unless such voting restriction is waived by the unanimous consent of the Board of Directors of the Company. The Purchaser or any Subsequent Holder shall exercise this Common Share Exchange Right by surrendering to the Company at the principal offices of the Company or the Company's registrar and transfer agent, or the Secretary of the Company in the event that the Company does not then have a registrar and transfer agent, at any time during normal business hours, the certificate or certificates representing the Max Re Non-Voting Common Shares to be exchanged together with an executed share transfer form and written notice (the "Exchange Request") stating (a) In order that such exchanging holder desires to exercise the Exchange Right, an Initial Member exchange all or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) portion of the exchange to occur (Max Re Non-Voting Common Shares held by such dateexchanging holder, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing. (b) Within five the number of Max Re Non-Voting Common Shares desired to be exchanged and (5c) Business Days the names and addresses in which each certificate for Company Common Shares issued 11 upon such exchange is to be issued. As soon as is practicable but in no event more than three (3) business days after receipt by of the Company of an Exchange NoticeRequest, the Company shall deliver acquire from the Purchaser or its assignee all of the Max Re Non-Voting Common Shares requested to be exchanged. An exchange of Max Re Non-Voting Common Shares for Company Common Shares pursuant to this Section 7.2 shall be deemed to have been effected on the exercising Initial Member or JDI a written notice: latter of (i) specifying whether the Company or Secure will satisfy close of business on the date on which certificates evidencing Max Re Non-Voting Common Shares and the Exchange Right Request have been received; provided that each of the provisions of -------- this Section 7.2 have been completed in a timely manner and deliver to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form date the transfer has been registered in the Register of consideration Members of Max Re. Max Re shall register the transfer to the Company of the Max Re Non-Voting Common Shares being exchanged in the Register of Members of Max Re subject to obtaining any required approval from the Bermuda Monetary Authority. At such time, the rights of Max Re Non-Voting Common Shares of the Purchaser or its assignee will cease and the Exchange Rate, (iii) if person or persons in whose name or names the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public certificate or certificates for Company Common Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares are to be delivered to the Initial Member or JDI issued upon such exchange will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending deemed to have become the effectiveness holder or holders of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension record of the qualification (or exemption from qualification) of any of the Public Company Common Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing Daterepresented thereby. (c) An Initial Member or JDI may withdraw an Exchange Notice at any time prior to the Exchange Closing Date.

Exercise of Exchange Right. (a) In order to exercise the The Exchange Right, an Initial Member or JDI Right shall deliver a be exercised by written notice from Purchaser to Holdings (an “Exchange Notice”) stating that Purchaser desires to such effect exercise an Exchange Right and setting forth: (i) the proposed closing date, which (subject to the Company, not less than ten (10earlier satisfaction or waiver of the condition set forth in Section 7) Business Days prior to shall be within three days after the date as of which delivery of such notice with respect to shares of Common Stock issuable from the Initial Member or JDI desires unissued authorized capital stock of Holdings and within three days after the closing (approval by the “Exchange Closing”) Philippine SEC of the exchange necessary increase in authorized capital stock of Holdings with respect to occur (shares of Common Stock issuable from an increase in the authorized capital stock of Holdings; provided, however, if Holdings has not received the Notes BSRD described in Section 6(e) by such date, third day after the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to delivery of the Exchange Notice, free the Closing shall occur as soon as practicable following the receipt of such Notes BSRD by Holdings, and clear (ii) the amount of Notes to be exchanged expressed as a Conversion Principal Amount and such Conversion Principal Amount shall be in multiples of $25,000 or, in the case of the exchange of all liensoutstanding Notes, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer such remainder of any nature whatsoever the Conversion Principal Amount. Concurrent with the delivery of the Exchange Notice with respect to shares of Common stock issuable from the unissued authorized capital stock and within three (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing. (b) Within five (53) Business Days after receipt by stockholders representing at least two-thirds of the Company outstanding capital stock of Holdings approve the necessary increase in authorized capital stock with respect to shares of Common Stock issuable from an Exchange Noticeincrease in authorized capital stock of Holdings, the Company Purchaser shall deliver to the exercising Initial Member or JDI a written notice: Holdings (iA) specifying whether the Company or Secure will satisfy an executed signature page of the Exchange Right and deliver Shares Subscription Agreement attached hereto as Exhibit A (“Exchange Shares Subscription Agreement”), (B) an executed signature page of the Note Assignment, a form of which is attached hereto as Exhibit B (“Note Assignment”), (C) such number of Notes owned by Purchaser with an aggregate principal amount equal to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form of consideration and the Exchange Rate, (iii) if the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public Company Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares to be delivered to the Initial Member or JDI will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending the effectiveness of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension of the qualification (or exemption from qualification) of any of the Public Company Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants Conversion Principal Amount as set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth Notice to which the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing Date. (c) An Initial Member or JDI may withdraw an Exchange Notice at any time prior relates together with the Note Assignment duly executed by Purchaser. Upon such delivery and subject to Section 6(a)(iii), Holdings shall receive the relevant Notes and all the rights pertaining to a holder thereof other than the Exchange Closing DateRights.

Exercise of Exchange Right. Any Subsequent Holder shall, at its option, be entitled to exercise the Common Share Exchange Right if such Subsequent Holder is not then an affiliate of the Purchaser. In addition, at any time and from time to time after the Company has consummated the initial registered public offering of Common Shares in the United States, the Purchaser may exercise the Common Share Exchange Right only in order to effect the delivery of Common Shares in connection with sales into the public market, and such exchange shall be deemed to have been made upon delivery of the certificate or certificates representing such Common Shares together with an executed share transfer form. Notwithstanding the foregoing provisions of this Section 7.2, the Common Share Exchange Right may be exercised only to the extent that the person receiving Company Common Shares upon the exercise of such Common Share Exchange Rights would not, after such exchange, own more than 9.9% of the total Company Common Shares issued and outstanding (after application of the U.S. tax attribution and constructive ownership rules), unless such restriction is waived by the unanimous consent of the Board of Directors of the Company. Notwithstanding the foregoing, to the extent that after an exchange the Purchaser or any Subsequent Holder would own more than 9.9% of the total Company Common Shares issued and outstanding, the number of Company Common Shares that will be entitled to vote will be limited to that number that would equal no more than 9.9% of the total Company Common Shares issued and outstanding, unless such voting restriction is waived by the unanimous consent of the Board of Directors of the Company. The Purchaser or any Subsequent Holder shall exercise this Common Share Exchange Right by surrendering to the Company at the principal offices of the Company or the Company's registrar and transfer agent, or the Secretary of the Company in the event that the Company does not then have a registrar and transfer agent, at any time during normal business hours, the certificate or certificates representing the Max Re Non-Voting Common Shares to be exchanged together with an executed share transfer form and written notice (the "Exchange Request") stating (a) In order that such exchanging holder desires to exercise the Exchange Right, an Initial Member exchange all or JDI shall deliver a written notice (an “Exchange Notice”) to such effect to the Company, not less than ten (10) Business Days prior to the date as of which the Initial Member or JDI desires the closing (the “Exchange Closing”) portion of the exchange to occur (Max Re Non-Voting Common Shares held by such dateexchanging holder, the “Proposed Exchange Closing Date”). The Exchange Notice shall include a representation and warranty by the Initial Member or JDI to the effect that such Initial Member or JDI owns, and will continue to own until the Exchange Closing, the Offered Units subject to the Exchange Notice, free and clear of all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (“Liens”) other than Liens arising under this Agreement and Liens that will be discharged at or prior to Exchange Closing. (b) Within five the number of Max Re Non-Voting Common Shares desired to be exchanged and (5c) Business Days the names and addresses in which each certificate for Company Common Shares issued upon such exchange is to be issued. As soon as is practicable but in no event more than three (3) business days after receipt by of the Company of an Exchange NoticeRequest, the Company shall deliver acquire from the Purchaser or its assignee all of the Max Re Non-Voting Common Shares requested to be exchanged. An exchange of Max Re Non-Voting Common Shares for Company Common Shares pursuant to this Section 7.2 shall be deemed to have been effected on the exercising Initial Member or JDI a written notice: latter of (i) specifying whether the Company or Secure will satisfy close of business on the date on which certificates evidencing Max Re Non-Voting Common Shares and the Exchange Right Request have been received; provided that each of the provisions of -------- this Section 7.2 have been completed in a timely manner and deliver to the Initial Member or JDI the Exchange Consideration, (ii) setting forth the preferred form date the transfer has been registered in the Register of consideration Members of Max Re. Max Re shall register the transfer to the Company of the Max Re Non-Voting Common Shares being exchanged in the Register of Members of Max Re subject to obtaining any required approval from the Bermuda Monetary Authority. At such time, the rights of Max Re Non-Voting Common Shares of the Purchaser or its assignee will cease and the Exchange Rate, (iii) if person or persons in whose name or names the Exchange Consideration is to include cash pursuant to Section 10.1(b)(B), the applicable Fair Market Value, (iv) if the Exchange Consideration is to include Public certificate or certificates for Company Common Shares pursuant to Section 10.1(b)(A), confirming whether the Public Company Shares are to be delivered to the Initial Member or JDI issued upon such exchange will be included for listing on all exchanges on which all other Public Company Shares are listed, and confirming (a) that there has not been issued any order suspending deemed to have become the effectiveness holder or holders of any registration statement relating to the Public Company Shares and (b) that there has not been a suspension record of the qualification (or exemption from qualification) of any of the Public Company Common Shares for sale in any jurisdiction, (v) acknowledging compliance by Secure with the covenants set forth in Section 10.6 below and that it is prepared to close on the Exchange Closing Date (as defined below) and (vi) setting forth the exercising Initial Members’ or JDI’s rights to receive Earn Out Shares, if any, to be granted on the Exercise Closing Daterepresented thereby. (c) An Initial Member or JDI may withdraw an Exchange Notice at any time prior to the Exchange Closing Date.