WARRANT AGREEMENT (the Agreement), is made as of the 14th day of March, 2011 BY AND BETWEEN
||Alon USA Energy, Inc. (Alon USA), a Delaware corporation listed on the NYSE under the
symbol ALJ, having its registered office at 7616 LBJ Freeway, Suite 300, Dallas, Texas
||Alon Brands, Inc. (Alon Brands), a Delaware corporation, having its registered office
at 7616 LBJ Freeway, 3rd Floor, Dallas, Texas 75251;
||Alon Israel Oil Company, Ltd., an Israeli limited liability company (the Investor).
In connection with the Loan Agreement (the Loan Agreement) between Alon Brands and the Investor
dated February 21, 2011, pursuant to which the Investor has made a loan to Alon Brands, Alon USA
agrees to grant the Investor Warrants (the Warrants) to purchase up to 1,237,113 shares of
Common Stock of Alon USA, par value $0.01 per share (Common Stock), for an aggregate purchase
price of up to US$12,000,000, all subject to the terms and conditions hereof.
In consideration of the foregoing and for the purpose of defining the terms and provisions of the
Warrants and the respective rights and obligations thereunder, Alon USA, Alon Brands and the
Investor, for value received, hereby agree as follows:
1. Issue of Warrant.
1.1 General. Alon USA hereby grants to the Investor Warrants to purchase up to
1,237,113 shares of Common Stock (such number of shares of Common Stock as adjusted as set forth
below, the Warrant Shares), for an aggregate purchase price of up to US$12,000,000 (such amount
as adjusted as set forth below, the Warrant Amount), which aggregate purchase price shall be
reduced (but not below zero), at the time of each exchange of Warrants for warrants to purchase
shares of Brands Common Stock (as defined below) as contemplated by Section 8 below, by an amount
equal to the aggregate Exchange Amount (as defined below) as to the Warrants so exchanged at any
If the Investor elects not to postpone a scheduled payment of a portion of the principal
amount of the Loan (as defined in the Loan Agreement) pursuant to Section 5(a) of the Loan
Agreement, then upon payment of such portion of the principal amount of the Loan to the Investor in
full, the Warrant Amount (as adjusted to date as contemplated by this Agreement) shall be reduced
(but not below zero) by an amount equal to such Warrant Amount (as adjusted to date as contemplated
by this Agreement) multiplied by a fraction, the numerator of which shall be the principal amount
of the Loan being repaid at such
scheduled repayment date and the denominator of which shall be the outstanding principal amount of
the Loan immediately prior to the repayment of such principal amount of the Loan, and the number of
the Warrant Shares shall be proportionately reduced to reflect any reduction of the Warrant Amount.
For the avoidance of doubt, (i) any Voluntary Prepayment (as defined in the Loan Agreement) of the
Loan, (ii) any repayment of the Loan due to acceleration of the Loan upon an Event of Default (as
defined in the Loan Agreement), or (iii) any repayment of the Loan upon an Exit Event (as defined
in the Loan Agreement), shall not affect the Warrants or the Alon Brands Warrants, in any manner
reduce the number of shares of common stock underlying the Warrants and the Alon Brands Warrants
and shall not shorten the Exercise Period (as defined below) for any Warrants or the exercise
period for any Alon Brand Warrants.
1.2 Registration. The Warrants shall be registered on the books of Alon USA when issued
in the name of the Investor to which such Warrants are issued.
1.3 Limited Rights of Warrant-Holder. Except as expressly set forth below or in any
other agreement between Alon USA and the Investor, nothing contained in this Agreement or in the
Warrants shall, prior to an exercise thereof, be construed as conferring upon the Investor and the
Permitted Transferees (as defined in the Loan Agreement) to which any of the Warrants is
transferred or assigned (collectively, the Warrant-Holders) any rights as a shareholder of Alon
USA, including (without limitation) the right to vote the Warrant Shares, receive dividends or
other distributions on or in respect of the Warrant Shares, or consent to, or receive notices as a
shareholder in respect of any meeting of shareholders for, the election of directors of Alon USA or
any other matter.
2. Exercise; Exercise Price.
2.1 The exercise price per each Warrant Share shall be equal to 18.0% over the average reported
closing price of a share of Alon USAs Common Stock on the New York Stock Exchange during the
forty-five (45) calendar days immediately preceding February 21, 2011 (the date of execution of the
Loan Agreement), as adjusted from time to time pursuant to the terms set forth herein (the
2.2 Exercise on a Net-Issuance Basis.
In lieu of payment to Alon USA of the Exercise Price per Warrant Share in cash, as set forth in
Subsection 2.1 above, a Warrant-Holder may exercise the Warrants held by it to acquire the number
of shares of Common Stock calculated pursuant to the following
formula, by delivering the Warrant Certificate (as defined below) to Alon USA, accompanied by a
written notice of exercise, specifying the number of shares for which the Warrant-Holder desires to
exercise the Warrant:
X = the number of Warrant Shares to be issued to the Warrant-Holder;
Y = the number of Warrant Shares with respect to which the Warrant-Holder desires to exercise the
A = the Fair Market Value (as defined below) of one Warrant Share; and
B = the Exercise Price of a Warrant Share, as adjusted.
Fair Market Value of a Warrant Share shall mean:
(i) the average closing price of a share of Alon USAs Common Stock, as reported on the principal
stock exchange on which Alon USAs shares are traded at the time of the exercise of the Warrants
for the ten (10) consecutive trading days immediately preceding the delivery of the Warrant
Certificate by the Warrant-Holder to Alon USA; or
(ii) If the Fair Market Value for the Warrant Shares cannot be determined in the manner set forth
in (i) above, then such Fair Market Value shall be as determined in good faith by Alon USA and the
Warrant-Holders exercising the Warrants as to which the determination of Fair Market Value is being
made or, if Alon USA and such Warrant-Holders fail to reach an agreement, by any third party
mutually agreed to by Alon USA and such Warrant-Holders.
2.3 Conditional Exercise. In the event that a Warrant-Holder notifies Alon USA of its
intention to exercise the Warrant (or any portion thereof) upon the occurrence or consummation of
an Exit Event (as defined below), then such Warrant-Holder shall be deemed to have conditioned such
exercise upon the consummation of such Exit Event and, in such case, the Warrant-Holder will only
be required to pay the applicable Exercise Price (or exercise on a net-issuance basis as described
in Section 2.2, as applicable) if, and at such time as, the Exit Event actually occurs or is
For purposes of the Warrants, Exit Event means (i) an M&A Transaction (as defined below), or
(ii) any transaction or a series of related transactions the result of which is that the holders of
all of the outstanding shares of Alon USAs common stock immediately prior to the consummation of
such transaction or series of related transactions own less than 51% of all of the outstanding
shares of Alon USAs common stock immediately following the consummation of such transaction or
series of transactions, and M&A Transaction means (i) the consolidation of Alon USA with, or a
merger with or into, any third party, following which the holders of all of the outstanding shares
of Alon USAs common stock immediately prior to such transaction
will own less than 51% of the surviving entity immediately following such transaction, or (ii)
an acquisition by, or other transfer to, one or more unaffiliated third parties of all or
substantially all of Alon USAs assets.
3. Exercise Period. Subject to the prior receipt by Alon USA of approval of the
holders of a majority of the Alon USA Common Stock with respect to the issuance of the Warrants and
the Warrant Shares in accordance with the requirements of the New York Stock Exchange, the
Warrant-Holders may exercise part or all of the Warrants at any time, and from time to time, in
accordance with the provisions of this Agreement, during the period commencing on the Closing Date
(as defined in the Loan Agreement) and terminating on the fifth anniversary thereof (the Exercise
4. Warrant Shares.
4.1 Reservation of Warrant Shares. Alon USA represents that it has reserved and shall
at all times keep reserved, for so long as any Warrant remains outstanding, out of its authorized
share capital, such number of shares of Common Stock as may be subject to purchase under the
4.2 Exercise of Warrants; Issue of Warrant Shares.
(a) The Warrant-Holder shall exercise the Warrant (or any portion thereof) by delivering to Alon
USA a duly executed Purchase Form, a form of which is attached to this Agreement.
(b) Within two (2) business days following surrender of the Warrant Certificate and (unless the
Warrant-Holder elects to exercise the Warrants on a net-issuance basis) payment of the Exercise
Price as set forth herein, Alon USA shall issue and cause to be delivered to the Warrant-Holder or,
upon the written order of a Warrant-Holder and delivery of a notice, in the form attached hereto,
of an assignment of the Warrants, to any Permitted Transferee (as defined in the Loan Agreement) as
such Warrant-Holder may designate, a certificate or certificates (the Warrant Share Certificate)
representing the number of Warrant Shares so purchased upon the exercise of the Warrant, together
with cash, as provided in Section 5.5 hereof, in respect of any fractional Warrant Shares otherwise
issuable upon such surrender.
(c) Such Warrant Share Certificate or Certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder of such Warrant
Shares as of the date of surrender of the Warrant Certificate representing the Warrants being
exercised and payment of the Exercise Price, to the extent applicable, notwithstanding that the
Warrant Share Certificate or Certificates representing such securities shall not actually have been
delivered or that the stock transfer books of Alon USA shall then be closed.
(d) Each Warrant shall be exercisable, at the election of the Warrant-Holder, either in full or
from time to time in part and, in the event of a partial exercise of the Warrant at any time prior
to the expiry of the Exercise Period, a new certificate evidencing the right
to purchase the remaining number of shares of Common Stock applicable to the Warrant will be issued
to the Warrant-Holder by Alon USA.
5.1. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price
and/or the number and type of securities purchasable upon the exercise of the Warrants, as
applicable, shall be subject to adjustment from time to time as provided in Section 1.1 above and
upon the happening of certain events, as follows:
(i) Adjustment Upon a Consolidation or Merger. In the event that Alon USA shall
complete an M&A Transaction, then, in each such case, the Warrant-Holders shall, upon any exercise
of the Warrants, at any time after the consummation of such M&A Transaction, be entitled to receive
upon the exercise of the Warrants, in lieu of the Warrant Shares or other securities and property
receivable upon the exercise of the Warrants prior to such consummation, the shares or other
securities or property to which the Warrant-Holders would have been entitled upon the consummation
of such M&A Transaction if the Warrant-Holders had exercised the Warrants immediately prior
thereto, all subject to further adjustment as provided in this Section, and the resulting,
surviving, purchasing or successor corporation or other entity in such M&A Transaction (if not Alon
USA) shall duly execute and deliver to the Warrant-Holders supplements hereto acknowledging such
corporations or entitys obligations under the Warrants; and in each such case, the terms of the
Warrants (including exercisability, transfer and adjustment provisions of the Warrants) shall be
applicable to the shares or other securities or property receivable upon the exercise of the
Warrants after the consummation of such M&A Transaction, with such adjustments in price and the
number or amount of securities to be acquired as shall be consistent with the terms of such M&A
(ii) Adjustment Upon Issuance of Common Stock Equivalents. If Alon USA at any
time shall pay a dividend payable in additional shares of Common Stock or other securities or
rights convertible into, or entitling the holder thereof to receive directly or indirectly,
additional shares of Common Stock (hereinafter referred to as the Common Stock Equivalents), then
the Exercise Price and the number of securities purchasable upon the exercise of the Warrant shall
be adjusted, as of the date Alon USA shall fix as the record date for the purpose of receiving such
dividend (or if no such record date is fixed, as at the date of such payment), to that price
determined by multiplying the Exercise Price by a fraction, (a) the numerator of which shall be the
total number of shares of Common Stock outstanding immediately prior to such dividend, and (b) the
denominator of which shall be the total number of shares of Common Stock outstanding immediately
after the payment of such dividend, including those issuable with respect to such Common Stock
(iii) Adjustment Upon Payment of Special Cash Dividends. If, in any fiscal
quarter of Alon USA prior to the exercise of the Warrants in full, Alon USA shall distribute a
dividend, whether payable out of earnings or surplus legally available for dividends, or as a
dividend in liquidation or partial liquidation or by way of return of capital, then the Exercise
Price shall be reduced by an amount equal to the Dollar amount
of such per share dividend distribution; provided, however that following the third
anniversary of the Closing, an adjustment shall only be made for dividends in an amount exceeding a
regularly scheduled dividend of 4 cents ($0.04) per share (such per share amount to be adjusted for
stock splits, stock combinations and like events).
(iv) Adjustment Upon Reorganization. If Alon USA shall subdivide or combine its
shares of Common Stock, the Exercise Price shall be proportionately reduced in case of subdivision
of shares (and the number of shares of Common Stock purchasable upon the exercise of the Warrant
shall be proportionately increased), as at the effective date of such subdivision, or shall be
proportionately increased in the case of combination of shares (and the number of shares of Common
Stock purchasable upon the exercise of the Warrant shall be proportionately reduced), as at the
effective date of such combination.
5.2 No Impairment. Alon USA will not, through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of securities, amendment of
its certificate of incorporation, by-laws or any other organizational document, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be
observed or performed hereunder by Alon USA, but will at all times in good faith assist in the
carrying out of all the provisions of the Warrants and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrant-Holders against
5.3 Notice of Adjustments. Upon the occurrence of each adjustment or readjustment
of the Exercise Price pursuant to the provisions contained herein, Alon USA, at its expense, shall
promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare
and furnish to the Warrant-Holders a certificate setting forth each adjustment or readjustment and
showing in detail the facts upon which such adjustment or readjustment is based.
5.4 Notice of Record Date. In the event of any taking by Alon USA of a record of the
holders of any class of securities for the purpose of determining the holders thereof who are
entitled to receive any dividend (including a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of any class or any other securities or
property, or to receive any other right, Alon USA shall mail to the Warrant-Holders a notice, which
shall be sent simultaneously with the notice sent to other shareholders of Alon USA, specifying the
date on which any such record is to be taken for the purpose of such dividend, distribution or
right, and the amount and character of such dividend, distribution or right.
5.5 No Fractional Shares. No fractional shares shall be issued upon exercise of all or
any portion of the Warrant, and the number of Warrant Shares to be issued shall be rounded to the
nearest whole share (with cash being paid by Alon USA for any unissued fractional shares at a rate
equal to the difference between the Fair Market Value of a share of Common Stock net of the
purchase price for a share of Common Stock paid in
connection with such exercise of the Warrant).
6. Representations and Warranties. Alon USA represents and warrants to the Warrant-Holders
(i) The Warrants have been duly authorized and executed by Alon USA and are valid and binding
obligations of Alon USA enforceable against Alon USA in accordance with their terms.
(ii) The Warrant Shares are duly authorized and reserved for issuance by Alon USA and, when
issued in accordance with the terms hereof against receipt of payment in full of the purchase price
for such Warrant Shares (to the extent not exercised on a net-issuance basis), will be validly
issued, fully paid and nonassessable and not subject to any preemptive rights.
(iii) The execution and delivery of the Warrants are not, and the issuance of the Warrant
Shares upon exercise of the Warrants in accordance with the terms hereof will not be, inconsistent
with Alon USAs certificate of incorporation or by-laws, and, so long as each Investors
representations and warranties in the Loan Agreement are accurate and each Investor and Permitted
Transferee to which any of the Warrants are transferred performs the obligations set forth in
Section 2A(g) of the Loan Agreement and each agreement and undertaking of a Permitted Transferee
entered into or given thereunder with respect to the issuance, offer, sale and transfer of the
Warrants and the Warrant Shares, do not and will not contravene any law, governmental rule or
regulation, judgment or order applicable to Alon USA.
(iv) During the three year period immediately prior to the date hereof, Alon USA has filed
all forms, reports, statements and other documents required to be filed by it during such period
with the Securities and Exchange Commission (SEC, and SEC Reports, respectively). As of their
respective filing or publication dates, the SEC Reports complied in all material respects with the
requirements of the United States Securities Exchange Act of 1934 (the Exchange Act) and the
United States Securities Act of 1933, as amended (the Securities Act), applicable to Alon USA.
The SEC Reports did not at the time they were filed or published, respectively, contain any
misstatement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
(v) The audited consolidated financial statements of Alon USA included in the SEC Reports
complied with applicable accounting requirements and with the published rules and regulations of
the SEC with respect thereto as in effect at the time of filing. The financial statements,
including all related notes and schedules, contained in the SEC Reports (or incorporated by
reference therein) fairly presented the consolidated financial position of Alon USA and its
consolidated subsidiaries as at the respective dates thereof and the consolidated results of
operations and cash flows of Alon USA and its consolidated subsidiaries for the periods covered by
such financial statements, in
accordance with United States generally accepted accounting principles as in effect on the dates of
issuance of such financial statements.
7. Registration Rights. Alon USA previously entered into a registration rights agreement
with the Investor in connection with Alon USAs initial public offering, and Alon USA acknowledges
that the registration rights provided under such registration rights agreement shall extend to the
Warrant Shares to the same extent as those registration rights extend to other shares of the Common
Stock owned by the Investor from time to time.
8. Exchange into Warrants of Alon Brands.
Alon Brands will notify the Investor in writing of a contemplated underwritten initial public
offering of Alon Brands shares of Common Stock (Brands IPO), which notice shall set forth the
date on which Alon Brands intends to commence printing the initial preliminary prospectus relating
to the Brands IPO (the Intended Print Date). Alon Brands shall give the Investor such notice as
much in advance of the Intended Print Date as is reasonably practicable but in no event later than
ten Business Days before the Intended Print Date. At any time and from time to time following the
Closing and not later than the fifth Business Day preceding the Intended Print Date, the Investor
may notify Alon USA and Alon Brands in writing (the Exchange Notice) of their election to
exchange any or all of the Warrants into warrants to purchase shares of common stock of Alon
Brands, par value $0.01 per share (Brands Common Stock). In such Exchange Notice, the Investor
will specify the portion of the Warrant Amount with respect to which the exchange is to be effected
(the Exchange Amount). By way of example, if the Investor chooses to exchange 50% of the Warrant
Amount into a warrant to purchase Brands Common Stock, the number of Warrant Shares underlying this
Warrant shall be reduced to 618,556 and the Warrant Amount in the warrant to purchase Brands
Common Stock shall be $6,000,000. In the event that the Investor does not notify Alon USA and Alon
Brands of its election to exchange any of the Warrants into warrants to purchase Brands Common
Stock, then all Warrants will continue to be exercisable into shares of common stock of Alon USA.
In the event that an Investor notifies Alon USA and Alon Brands in an Exchange Notice of its
intention to exchange its Warrant (or any portion thereof) upon Brands IPO, such Investor shall be
deemed to have conditioned such exchange upon the consummation of such Brands IPO and if such
Brands IPO shall have not been consummated within 60 days following the date of such Exchange
Notice, then upon the lapse of such 60-day period the Exchange Notice shall be deemed to have
automatically terminated and shall have no further force and effect and Alon Brands will be
obligated to notify the Investor of any Brands IPO contemplated following such date, in which case
the parties shall follow the same procedures as set forth above with respect to such Brands IPO.
Within 3 Business Days following the delivery of the Exchange Notice:
(a) Alon Brands and each Investor exchanging Warrants for warrants to purchase Brands Common Stock
shall enter into, execute and deliver a duly executed warrant agreement substantially in the form
attached hereto as Exhibit 8(a) (each a Brands Warrant Agreement) upon the surrender of
the Warrant Certificate representing each of the Warrants being exchanged for warrants to acquire
Brands Common Stock; provided that the aggregate warrant amount and the number of shares of Brands
Common Stock purchasable under such warrant (which are currently in blank in the from attached as
Exhibit 8(a)) shall be completed in accordance with the Exchange Notice and the terms of the Brands
Warrant Agreement and the Loan Agreement so entered into by Alon Brands and each such exchanging
(b) Alon Brands will provide the Investor with a registration rights agreement duly executed by
Alon Brands in a form substantially similar to the Registration Rights Agreement (as defined in the
Loan Agreement), mutatis mutandis; and
(c) if applicable, Alon USA will provide each Investor exchanging Warrants for warrants to purchase
Brands Common Stock pursuant to such Exchange Notice with a new Warrant Certificate, which shall be
substantially in the form attached hereto as Exhibit 1 and shall evidence Warrants to purchase an
aggregate number of shares of Common Stock that may be purchased with the Warrant Amount allocable
to the Warrant Certificate surrendered as contemplated by clause (a) immediately above, net of the
Exchange Amount set forth in the related Exchange Notice and relating to the exchange of the
Warrants represented by such Warrant Certificate, divided by the Exercise Price then in effect.
9.1 Notices. Any notice pursuant to this Agreement by Alon USA, Alon Brands or by the
Warrant-Holders or a holder of Warrant Shares shall be in writing and shall be deemed to have been
duly given (i) if given by facsimile transmission on the business day on which such transmission is
sent and confirmed, (ii) if given by air courier, two business days following the date it was sent,
or (iii) if mailed by registered mail, return receipt requested, five business days following the
date it was mailed, to the addresses set forth above.
Each party may from time to time change the address or fax number to which notices to it are to be
delivered or mailed hereunder by notice in accordance herewith to the other party.
9.2 Successors and Assigns. All the covenants and provisions of this Agreement by or
for the benefit of Alon USA, Alon Brands, the Warrant-Holders, or the holders of Warrant Shares
shall bind and inure to the benefit of their respective successors and assigns. No assignment of
the Warrants or any rights or interest in or under this Agreement shall be made except to a
Permitted Transferee who shall have agreed to be bound by and to comply with the terms of this
Agreement and by the terms of Section 2A(g) of the Loan Agreement.
9.3 Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware. The parties hereto irrevocably submit to the exclusive
jurisdiction of the district court of Tel Aviv Jaffa, Israel in any action connected with this
9.4 Benefits of this Agreement. Nothing in this Agreement shall be construed to give
to any person or corporation other than Alon USA, Alon Brands, the Warrant-Holders and the holders
of Warrant Shares any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of Alon USA, Alon Brands, the Warrant-Holders
and the holders of Warrant Shares.
9.5 Form of Warrant. The text of the Warrant Certificate evidencing the Warrant (the
Warrant Certificate) and of the form of election to purchase Warrant Shares shall be
substantially as set forth in Exhibit 1 attached hereto. The Exercise Price and, accordingly,
number of Warrant Shares issuable upon exercise of the Warrant is subject to adjustment upon the
occurrence of certain events, all as herein provided.
9.6 Warrant Certificate.
9.6.1 Exchange of Certificate. Any Warrant Certificate may be exchanged for Warrant
Certificates entitling a Warrant-Holder, in the aggregate, to purchase on like terms an equal
number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitled such
Warrant-Holder to purchase. Any Warrant-Holder desiring to exchange a Warrant Certificate shall
make such request in writing delivered to Alon USA, and shall surrender the certificate evidencing
the Warrant to be so exchanged. Thereupon, Alon USA shall execute and deliver to the person
entitled thereto a new Warrant Certificate as so requested. If the Warrant Amount and/or the
Warrant Shares are adjusted as contemplated by this Agreement, at the request of Alon USA, each
Warrant-Holder then holding a Warrant Certificate shall surrender the Warrant Certificate or
Warrant Certificates held by it to Alon USA in exchange for a new Warrant Certificate reflecting
the adjusted Warrant Amount and/or Warrant Shares.
9.6.2 Mutilated or Missing Warrant. In case any Warrant Certificate or Certificates
shall be mutilated, lost, stolen or destroyed, Alon USA shall, at the request of the affected
Warrant-Holder, issue and deliver in exchange and substitution for and upon cancellation of the
mutilated certificate or certificates, or in lieu of and substitution for the certificate or
certificates lost, stolen or destroyed, a new Warrant Certificate or Certificate representing an
equivalent right or interest, but only upon receipt of evidence reasonably satisfactory to Alon USA
of such loss, theft or destruction of such Warrant Certificate and an agreement to indemnify Alon
USA against any loss, damage or liability it may suffer or have as a result of its issuance of the
replacement Warrant Certificate or Warrant Certificates, which agreement shall be executed by the
affected Warrant-Holder and be in a form reasonably satisfactory to Alon USA.
9.7 Withholding Tax. If Alon USA shall be responsible to collect or withhold
any present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees
or other charges imposed by any U.S. Governmental Entity, including any interest, additions to tax
or penalties (Taxes) with respect to any income or gain (including amounts required to be
withheld on any payment of original issue discount related to the warrants) recognized by any
Warrant-Holder upon an exercise of a Warrant, Alon USA will withhold Taxes at the highest rate
required by United States law with respect to those partners in the Investor that shall not have
provided to the Investor and Alon USA such properly executed, timely tax certificates and forms as
Alon USA may reasonably request from time to time (including Form W-8BEN or W-8ECI (or a successor
form thereto)) claiming or asserting the right to an exemption from any Tax withholding or
reduction in rate of withholding under the benefit of an applicable and effective tax treaty. Alon
USA will withhold Taxes at the lowest possible rate (but not below zero) allowed under United
States law or applicable or effective tax treaty with respect to those partners of the Investor
that have provided such properly executed, timely tax certificates and forms. The Investor shall
provide to Alon USA such properly executed tax certificates and forms along with such properly
executed tax certificates and forms as Alon USA may reasonably request of the Investor from time to
time (including Form W-9 or Form W-8IMY or a successor form thereto). In any case, Alon USA shall
reasonably cooperate with the Investor for the purpose of recovery of any excess amounts of Tax
withheld and paid by Alon USA under the terms of this Section 9.7.
10. Compliance with Securities Laws.
(i) Each Investor, and, by accepting a Warrant and permitting any request to be made for
Alon USA to register such Warrant in its name, each Warrant-Holder, makes to and for the benefit of
Alon USA each of the representations and warranties set forth in Section 2A(d), (e) and (g) of the
Loan Agreement to the same extent as if such representations and warranties were fully set forth
herein. Each Investor and each such Warrant-Holder further represents, by acceptance hereof, that,
as of the date hereof or, in the case of a Warrant-Holder who is a transferee of a Warrant, on the
date of its acceptance hereof, such Warrant-Holder is an accredited investor as such term is
defined in Rule 501(a) of Regulation D promulgated by the SEC under the Securities Act of 1933, as
amended (the Securities Act).
(ii) Until sold in reliance on a effective registration statement under the Securities
Act, the Warrant Shares issued on exercise of the Warrants shall be subject to a stop transfer
order and the certificate or certificates representing the Warrant Shares shall bear the following
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY
STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
SECURITIES ACT AND EACH APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
11. No Sales in Contravention of the Securities Act. Neither an Investor nor any
Warrant-Holder will offer for sale, solicit offers to purchase, sell, transfer, convey or assign or
distribute any of the Warrants or Warrant Shares in any manner that would violate or cause Alon USA
or Alon Brands to violate or to have violated the registration requirements of the Securities Act,
will make any transfer, conveyance or assignment of the Warrants or Warrant Shares on terms that
will cause the transferee or assignee of the Warrants or Warrant Shares to adhere to the terms of
this Section 11 and will not make any transfer, conveyance or assignment of any of the Warrants
without the prior approval of Alon USA, unless such transfer is made to a Permitted Transferee of
an Investor in a transaction not involving a sale (as defined in the Securities Act).
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
||Alon Israel Oil Company, Ltd.
||/s/ David Wiessman
||Alon USA Energy, Inc.
||/s/ Michael Oster
||Senior Vice President of Mergers & Acquisitions
||Alon Brands, Inc.
||/s/ Michael Oster
NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE
SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS
(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER
OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED IN THE RELATED WARRANT AGREEMENT.
Warrant Certificate No. ________
WARRANT TO PURCHASE SHARES OF COMMON STOCK
VOID AFTER 5:00 p.m. EASTERN STANDARD TIME, ON THE LAST DAY OF
THE EXERCISE PERIOD (AS DEFINED IN THE WARRANT AGREEMENT).
ALON USA ENERGY, INC. (ALON USA)
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
This certifies that, for value received, _____________ or its or its permitted assigns (the
Warrant-Holder), is entitled to purchase from Alon USA at any time during the Exercise Period (as
defined in the Warrant Agreement, dated ___________, 2011, between Alon USA, Alon Brands, Inc. and
Alon Israel Oil Company, Ltd. (the Warrant Agreement)) commencing at 9.00 a.m., Eastern Standard
Time, on the first day of the Exercise Period and ending at 5.00 p.m., Eastern Standard Time, on
the last day of the Exercise Period, up to __________ shares of Common Stock of Alon USA (the
Warrant Shares) at a purchase price per share of US$_____ (the Exercise Price). The number and
type of Warrant Shares evidenced hereby and the Exercise Price shall be subject to adjustment from
time to time as set forth in the Warrant Agreement. The terms of this Warrant are subject to the
terms and provisions contained in the Warrant Agreement. The Warrant evidenced hereby may be
exercised in whole or in part in accordance with the provisions of the Warrant Agreement.
Upon any partial exercise of the Warrant evidenced hereby, there shall be signed and issued, to the
Warrant-Holder effecting such partial exercise, a new Warrant Certificate in respect of the balance
of the Warrant Shares as to which the Warrant evidenced hereby shall not have been exercised. This
Warrant may be exchanged at by delivery to the office of Alon USA of this Warrant Certificate
properly endorsed for one or more new Warrants of the same aggregate number of shares of Common
Stock as hereby evidenced by the Warrant or Warrants exchanged. No fractional shares of Common
Stock will be issued upon the exercise of rights to purchase hereunder, but Alon USA shall pay the
cash value of any fraction upon the exercise of any part of this Warrant. This Warrant and any
interest herein may be transferred, assigned or conveyed only as provided in the Warrant Agreement.
||Alon USA Energy, Inc.
USA ENERGY, INC.
Alon USA Energy, Inc.
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
The undersigned hereby irrevocably elects to exercise the right of purchase represented by the
Warrant Certificate with respect to ____ shares of Common Stock of Alon USA Energy Inc. (Common
Stock), at an Exercise Price calculated in accordance with the provisions of the Warrant
Agreement, dated _______ __, 2011, between Alon USA, Alon Brands, Inc. and Alon Israel Oil
Company, Ltd. and requests that certificates for the shares of Common Stock be
issued in the name of:
(name and address must be printed or typewritten)
Name and I.D. number
and, if the shares of Common Stock shall be less than the total number of shares of Common Stock
that the Warrant-Holder is entitled to purchase pursuant to this Warrant, a new Warrant Certificate
shall be registered for the balance of the shares of Common Stock in the name of the undersigned
Warrant-Holder or its/his assignee as below indicated and delivered to the address stated below.
Name of Warrant-Holder or Assignee: _____________________________
Note: The above signature must correspond with the name as written upon the face of this
Warrant Certificate in every particular, without alteration or enlargement or any change whatever,
unless this Warrant has been assigned.
Signature Witnessed: ______________________
(To be signed only upon assignment of Warrants)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(name and address of assignee must be printed or typewritten)
the within Warrant, hereby irrevocably constituting and appointing ______ as its Attorney-in-Fact
to transfer said Warrant on the books of Alon USA Energy, Inc., with full power of substitution in
||Signature of Registered Holder
Note: The signature of this assignment must correspond with the name as it appears upon the face of
the Warrant Certificate in every particular, without alteration or enlargement or any charge
Signature Witnessed: ______________________