Common use of EXERCISE OF THE EXCHANGE RIGHT Clause in Contracts

EXERCISE OF THE EXCHANGE RIGHT. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of a Default Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to Parent, in person, by courier or by certified or registered mail, at its principal office or at such other place as Parent may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares that such Holder desires Parent to purchase pursuant to the Exchange Right, duly endorsed in blank, and accompanied by such other documents and instruments as Parent may reasonably require together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require Parent to purchase from the Holder the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all Liens, (iii) the names in which the certificates representing Parent Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; (b) payment (or evidence satisfactory to Parent of payment) of the taxes (if any) payable as contemplated by section 2.7 hereof; and (c) a certificate or certificates of such Holder satisfactory to Parent attesting to such Holder's accredited investor status and investment intent. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Parent are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder at the expense of the Corporation.

EXERCISE OF THE EXCHANGE RIGHT. Subject (a) The Exchange Right may be exercised by any Holder of Barbados Preferred Shares (including without limitation, BlackRock) by delivering to Banro a written notice from any such Holder of Barbados Preferred Shares which: (i) states that the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of a Default Event, to exercise is exercising the Exchange Right with respect and requires Banro to all or any part effect the exchange; (ii) indicates the number of the Exchangeable Barbados Preferred Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to Parent, in person, by courier or by certified or registered mail, at its principal office or at such other place as Parent may from time to time designate by written notice (and Banro Series B Shares) subject to the Holders, the certificates representing the Exchangeable Shares that such Holder desires Parent to purchase pursuant to the Exchange Right, duly endorsed in blank, and accompanied by such other documents and instruments as Parent may reasonably require together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require Parent to purchase from the Holder the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent free and clear of all Liens, ; (iii) indicates the names in which Banro Series A Shares are to be delivered and the names and addresses of the person to whom Banro Series A Share certificates representing Parent such Banro Series A Shares issuable in connection with shall be delivered; (iv) encloses the share certificates, duly endorsed for transfer, representing the Barbados Preferred Shares and Banro Series B Shares to be exchanged for Banro Series A Shares; and (v) if the Banro Series A Shares upon exercise of the Exchange Right are to be issuedissued to a person other than BlackRock, contains a representation that the Exchange Right is not being exercised in the United States or by or on behalf of a U.S. Person or an exemption from registration is available under the U.S. Securities Act and applicable state securities laws. (iv) the names and addresses of the Persons to whom such new certificates should be delivered;“Exchange Notice”) (b) payment (or evidence satisfactory to Parent of payment) Upon receipt of the taxes Exchange Notice, Banro shall promptly and in any event within three (if any3) payable Business Days: (i) issue and deliver as contemplated directed by section 2.7 hereofthe Exchange Notice one (1) Banro Series A Share for each Exchange Unit to be exchanged pursuant to the Exchange Notice; (ii) following the issuance and delivery in (i) above, cancel the Banro Series B Share comprising each such Exchange Unit; and (iii) following the issuance and delivery in (i) above, deliver the share certificate representing the Barbados Preferred Share comprising each such Exchange Unit to Barbados Subco. (c) a certificate or certificates of such Holder satisfactory to Parent attesting to such Holder's accredited investor status and investment intent. If only a part Upon receipt of the Exchangeable share certificates referred to in Section 2.2(b)(iii) of this Agreement, Barbados Subco shall promptly effect the purchase for cancellation of the Barbados Preferred Shares and shall: (i) cancel the Barbados Preferred Shares represented by any certificate or certificates delivered such certificates; and (ii) issue to Parent are Banro such number of Barbados Common Shares as the number of Barbados Preferred Shares cancelled pursuant to be purchased by Parent under this Section 2.2(c) of this Agreement. The Holder exercising the Exchange Right, a new certificate for the balance of such Exchangeable Shares Right shall be issued entitled to retain the amount of any dividend declared but unpaid by Barbados Subco with a dividend record date which occurred prior to the Holder at date of exchange of Banro Series A Shares for Barbados Preferred Shares and Banro Series B Shares pursuant to the expense of the CorporationExchange Notice.

EXERCISE OF THE EXCHANGE RIGHT. Subject to the terms and conditions herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event or a Default Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to Parent3-D, in person, by courier or by certified or registered mail, at its principal office or at such other place as Parent 3-D may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares that such Holder desires Parent 3-D to purchase pursuant to the Exchange Right, duly endorsed in blank, and accompanied by such other documents and instruments as Parent 3-D may reasonably require together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require Parent 3-D to purchase from the Holder the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent 3-D free and clear of all Liens, (iii) the names in which the certificates representing Parent 3-D Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons to whom such new certificates should be delivered; (b) payment (or evidence satisfactory to Parent 3-D of payment) of the taxes (if any) payable as contemplated by section 2.7 hereof; and (c) a certificate or certificates of such Holder satisfactory to Parent 3-D attesting to such Holder's accredited investor status and investment intent. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Parent are to be purchased by Parent under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder at the expense of the Corporation.

EXERCISE OF THE EXCHANGE RIGHT. Subject to the terms and conditions ------------------------------ herein set forth, a Holder shall be entitled, upon the occurrence and during the continuance of an Insolvency Event or a Default Event, to exercise the Exchange Right with respect to all or any part of the Exchangeable Shares registered in the name of such Holder on the books of the Corporation. To exercise the Exchange Right, the Holder shall deliver to ParentEntrust, in person, by courier or by certified or registered mail, at its principal office or at such other place as Parent Entrust may from time to time designate by written notice to the Holders, the certificates representing the Exchangeable Shares that such Holder desires Parent Entrust to purchase pursuant to the Exchange Right, duly endorsed in blank, and accompanied by such other documents and instruments as Parent Entrust may reasonably require together with: (a) a duly completed form of notice of exercise of the Exchange Right, contained on the reverse of or attached to the Exchangeable Share certificates, stating (i) that the Holder thereby exercises the Exchange Right so as to require Parent Entrust to purchase from the Holder the number of Exchangeable Shares specified therein, (ii) that such Holder has good title to and owns all such Exchangeable Shares to be acquired by Parent Entrust free and clear of all Liens, (iii) the names in which the certificates representing Parent Entrust Common Shares issuable in connection with the exercise of the Exchange Right are to be issued, and (iv) the names and addresses of the Persons persons to whom such new certificates should be delivered;; and (b) payment (or evidence satisfactory to Parent Entrust of payment) of the taxes (if any) payable as contemplated by section 2.7 hereof; and (c) a certificate or certificates of such Holder satisfactory to Parent attesting to such Holder's accredited investor status and investment intentthis Agreement. If only a part of the Exchangeable Shares represented by any certificate or certificates delivered to Parent Entrust are to be purchased by Parent Entrust under the Exchange Right, a new certificate for the balance of such Exchangeable Shares shall be issued to the Holder at the expense of the Corporation.