Common use of Exchange Right Clause in Contracts

Exchange Right. (a) The Company shall, and AIG shall cause the Company to, complete an IPO prior to the 24-month anniversary of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributes. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. (a) The Subject to the prior receipt by Alon USA of approval of holders of a majority of the 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 shallManual (“NYSE Stockholder Approval”), and AIG shall cause the Company to, complete an IPO prior to the 24-month anniversary consummation of a Change of Control (a “Change of Control Date”), each of Alon USA and Alon Israel shall have the Closing. Notwithstanding anything 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 contrary under Article V, if the Company has not completed an IPO on or other party at least 10 Business Days prior to the 24-month anniversary Change of Control Date of a written notice (the “Exercise Notice”) setting forth such party’s election to effectuate the Share Exchange. Any Share Exchange elected pursuant to this Section 2.3(a) shall be consummated effective as of the Closing, then, from and after such date until Business Day immediately preceding the occurrence Change of an IPO, Control Date (the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit “Change of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPOControl Exchange Date”). (b) If an IPO is a Share Exchange effected pursuant to Section 2.3(a) shall not completed have occurred prior to 5:00 p.m. (Dallas, Texas time) on July 1, 2011 (the 36-month anniversary of the Closing“Mandatory Exchange Date”), then, from subject to the prior receipt by Alon USA of NYSE Stockholder Approval, Alon USA and after such date until Alon Israel and/or any of its Permitted Transferees shall consummate the occurrence Share Exchange effective as of an IPOthe Mandatory Exchange Date. (c) Alon USA acknowledges and agrees that it shall include the 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 Change of Control 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 Stockholder shares of Preferred Stock then held by Alon Israel and/or any of its Permitted Transferees (all of which shares shall have 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 right, but not the obligation, to elect at any time and from time to time to quotient obtained by dividing (i) require AIG to exchange the sum of (A) the “Exchange Right”) all or a portion aggregate Par Value of the Purchased Shares 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 sharesshares of Preferred Stock, whether or not declared, together with any other dividends declared but unpaid on such shares of Preferred Stock, by (ii) the Alon Share Price (the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration); provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares lieu of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each fractional share of AIG Alon Common Stock that would (but for the foregoing clause (1)) otherwise be issued by payable by operation of this subsection, Alon USA shall pay to the Stockholder pursuant Person entitled thereto an amount in cash equal to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned fraction multiplied by the Stockholder pursuant Alon Share Price. (e) As a condition precedent to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all delivery of the 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 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 reasonably satisfactory to Alon USA, duly executed by the registered holder. All rights of Alon Israel and/or any of its Permitted Transferees with respect to the Preferred Stock exchanged pursuant to Section 2.3, whether arising under the Certificate, this Agreement or otherwise, including the rights, if any, to receive Series A Dividends accrued on or after the Change of 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 Change of Control Exchange Date or Mandatory Exchange Date, as applicable, (notwithstanding the failure of Alon Israel and/or any of its Permitted Transferees to surrender the certificates at or prior to such time), in each caseexcept only the right of Alon Israel and/or any of its Permitted Transferees, in a manner that would not jeopardizeupon surrender of the certificate or certificates (or lost certificate affidavit and agreement) therefor, endanger or defer in any material respect to receive the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributesExchange Shares. (cf) IfIf there shall occur any reorganization, prior to recapitalization, reclassification or other similar event involving Alon USA in which the completion of the IPOAlon Common Stock is reclassified as, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction converted into or exchanged for new or different securities (the “AcquirerSuccessor Securities”) ), then, following any such reorganization, recapitalization, reclassification or other event, the shares of Preferred Stock shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right instead be exchangeable pursuant to (and, if an IPO has not been completed prior this Section 2.3 for such Successor Securities and all references in this Agreement to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, Alon Common Stock shall be required todeemed to be references to such Successor Securities, mutatis mutandis. (g) pay cash in lieu 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 issuing equity at a price equal Alon Israel with respect to shares of Alon USA common stock issued to such Permitted Transferee pursuant to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Share Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) The Company shall, and AIG shall cause 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 to, complete an IPO prior to (“Replacement Notes”) in the 24-month anniversary same aggregate principal amount as the then principal amount of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from Notes being exchanged and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to enter into any such agreements, whether in the 36-month anniversary of the Closing, then, from and after such date until the occurrence form of an IPOamendment hereto or to any other Financing Document, the Stockholder shall have the rightan indenture, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange a note purchase agreement or otherwise (the “Exchange RightNew Documents”) all as the Purchaser shall deem necessary or desirable in connection with a portion resale of the Purchased Shares (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 shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (Replacement Notes which shares shall be unregistered shares under approved by all the Securities Act) equal 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 Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares Company of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right all Notes and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, Replacement Notes outstanding after giving effect to the Exchange Right (whether or not any such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, exchange shall not exceed 4.99% such principal amount or cash interest and premium expense of the then Notes and any Replacement Notes outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise immediately before such exchange. Each Replacement Note shall be issued subject to the Stockholder pursuant to requirements of Sections 10.6 and 10.7 hereof or, if applicable, the foregoing Exchange Right shall be a share corresponding section of nonthe 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-voting common stock or non-voting preferred stock of AIG that otherwise has the same rightsoff and sharing provisions, powers, preferences and designations as the AIG Common Stockapplicable, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned other additional terms and provisions as are reasonably requested by the Stockholder pursuant Purchasers in order to any prior exercise effectuate the resale of the Exchange Right Replacement Notes and (b) be in excess of 4.99% of the then outstanding shares of AIG Common Stock such form and will contain such terms and provisions as are necessary to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rightscomply with all Applicable Laws, powers, preferences and designations as the AIG Common Stock, except that including in the case of each an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the foregoing clauses (2) Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and (3)not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party all references to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of Notes herein includes the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, Replacement Notes and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable all references to the Exchange Right Purchasers herein includes any limitations set forth in Article XIII (or trustee for any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited indenture pursuant to Sections 382 or 383 of which the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributesReplacement Notes are issued. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. Provided that (a) The Company shallall shares of Series A Preferred Stock initially issued and sold by the Corporation to Elan International Services, Ltd. or its successors and AIG assigns ("EIS") have not been converted and (b) the Exchange Termination Date (as defined below) shall cause not have occurred, the Company to, complete an IPO prior to the 24-month anniversary holders of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary Series A Preferred Stock (acting by act of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder majority holders thereof) shall have the right to exchange all of their shares of Series A Preferred Stock (and shall be entitled to obtain specific performancethe "Exchange Right") to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take Corporation for such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary number of the Closing, then, from and after such date until the occurrence shares of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Common Shares (such sharesas adjusted for any combinations or divisions or similar recapitalizations) of Sentigen, Ltd., a Bermuda exempted limited liability company ("Sentigen") held by the “Exchange Shares”) for a number of validly issuedCorporation, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that wouldso that, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with EIS and the Corporation will each hold 50% of the total outstanding share capital of Sentigen assuming that neither EIS nor the Corporation has sold any shares of AIG Sentigen; provided, that if EIS exercises the Exchange Right prior to a date that is three years after the date hereof, the Corporation shall deliver to Sentigen for exchange the number of Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% Shares of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock Sentigen that would (but for the foregoing clause (1)) otherwise be issued delivered to the Stockholder EIS pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stockthis Section 5, and (3) AIG EIS shall make provision to convert receive from Sentigen, upon the exchange of such Common Shares, a number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of a newly-created non-voting common stock or non-voting convertible preferred stock of AIG that otherwise have Sentigen equal to such number of Common Shares delivered to Sentigen by the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or Corporation. Such non-voting preferred stock shall convert be convertible into Common Shares of Sentigen on a share one-for-one basis at any time after such three-year period. Upon exercise of common stockthe Exchange Right, par value $2.50 per sharethe shares of Series A Preferred Stock originally purchased from the Corporation, but not including any of AIG upon the accrued and unpaid dividends thereon, shall be canceled and shall no longer be entitled to any rights in the Corporation. If any shares of the Series A Preferred Stock are converted pursuant to Section 4(a), to shares of Common Stock, the Exchange Right with respect to the shares of Series A Preferred Stock originally purchased from the Corporation, but not including any of the accrued and unpaid dividends thereon, shall be canceled and shall no longer be entitled to any rights in the Corporation. In order to exercise the Exchange Right, the holders shall provide written notice thereof to the Corporation, setting forth (a) the fact that such holders intend to exercise the Exchange Right, and (b) the proposed date for such exercise (the "Exercise Date"), which shall be between 10 and 30 days after the date of such notice, provided, however, that if the Corporation shall deliver the holders a written request to delay the date for such exercise by no more than 45 days, the Exercise Date will be as set forth in that request. During the period after the receipt of such written request, and before the Exercise Date, the holders shall negotiate with the Corporation in good faith an alternative mechanism for the transfer of such share the Common Shares or Preferred Stock of non-voting common stock or non-voting preferred stock by Sentigen that will reduce the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entitiesCorporation's tax liability, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood provided that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG holders shall not be required to take agree to any such action transaction which is financially disadvantageous to them. On the Exercise Date, (y) the holders shall tender their shares of Series A Preferred Stock to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code)Corporation for cancellation, and (z) the Corporation shall cause to the extent that AIG does not take any such actionbe delivered to EIS, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group acting on behalf of such net operating losses or tax attributes. (c) Ifholders, prior to the completion such shares of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing Sentigen. The holders and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, Corporation shall be required to) pay cash take all other necessary or appropriate actions in lieu of issuing equity at a price equal connection with or to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereundereffect such closing.

Exchange Right. (a) The Company shallDuring 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 AIG SFRO (the “Exchange Notice”), irrevocably elect to exchange all (but not a portion) of the 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 cause the Company to, complete an IPO prior equal to the 24-month anniversary 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 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 Seller’s notice to Parent or, if such day is not a business day, the next following business day (the date of the Closingexchange, the “Exchange 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 good faith. (b) Notwithstanding anything to the contrary under Article Vin this Agreement, if in the Company has not completed an IPO on or event any Seller delivers the Exchange Notice prior to the 24-month anniversary final determination of the ClosingEarnout Adjusted EBITDA pursuant to Section 1.4 of the Purchase Agreement, then, from and after 14.3% of all of the Common Units held by such date until the occurrence of an IPO, the Stockholder shall have the right (and Seller shall be entitled to obtain specific performancewithheld (the “Holdback Units”) to require AIG and not exchanged for Parent Shares. Upon the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit final determination of the Company’s consolidated financial statements and take such other actions as are reasonably necessary Earnout Adjusted EBITDA pursuant to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary Section 1.4 of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to Purchase Agreement: (i) require AIG to exchange (If the “Exchange Right”equity adjustments contemplated by Section 1.4(g) all or a portion of the Purchased Shares (such sharesPurchase Agreement are effected, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares Holdback Units held by any Seller shall be unregistered shares under the Securities Act) equal deemed transferred to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws Buyer (it being understood that no consideration shall be payable by Buyer in connection with such transfer), which transfer shall be deemed effective as of the Stockholder effective 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, the Holdback Units shall have be exchanged for Parent Shares, with the rights set forth in Article IV with respect Exchange Date being the tenth (10) day following the date on which the Earnout Adjusted EBITDA is finally determined pursuant to any resale Section 1.4 of such unregistered securitiesthe Purchase Agreement, mutatis mutandis)). Prior to any permitted exercise by the Stockholder and based on an Applicable Exchange Ratio as of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributesDate. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. (a) The Company shall, and AIG shall cause If the Company to, complete an IPO intends to effect a Subsequent Placement at any time prior to the 24-month anniversary of 30th day following the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed shall deliver to each Investor a written notice (an IPO on or “Exchange Notice”) no later than two (2) Business Days (the “Exchange Notice Date”) prior to the 24-month anniversary closing date of such Subsequent Placement along with the Closing, then, from and after proposed definitive investment documents for such date until Subsequent Placement (the occurrence of an IPO, the Stockholder “Exchange Documents”). Each Investor shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange all (but not less than all) of such Investor’s Note and Warrant (an “Exchange”) for the securities being offered in such Subsequent Placement (the “Exchange RightSecurities”). If an Investor wishes to participate in an Exchange, such Investor shall deliver written notice thereof (an “Exchange Election Notice”) all or a portion to the Company within ten (10) Business Days after receipt by such Investor of the Purchased Shares Exchange Notice for 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 date that is mutually agreed to in writing or by email by the Company and such Investor (such sharesdate, the “Exchange SharesClosing Date”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares ). Each Exchange shall be unregistered shares effected on a dollar-for-dollar basis so that each dollar of 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 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 under the Securities Act) equal 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 Company for cancellation no later than two Business Days after the receipt of the certificates evidencing its Exchange ConsiderationSecurities; provided provided, that (A) in no event the Investor’s original Note and Warrant shall AIG be required deemed cancelled even should Investor fail to issue more than 250,000,000 shares of AIG Common Stock in return the aggregate pursuant same to the foregoing Company for cancellation. Notwithstanding the delivery by an Investor of an Exchange Right and (B) ifElection Notice to the Company, nothing contained herein shall be deemed to limit in any way the right of such Investor to effectuate a conversion or exercise of such Investor’s Note or Warrant at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributes. (c) If, prior to the completion of the IPOapplicable Exchange Closing Date, there is a Change of Control of AIGin which case, then AIG such Investor’s Exchange Election Notice shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall be deemed to have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing revoked and the Acquirer does not have freely tradable marketable securities at the time the Company’s obligation to effect such Exchange Right is exercised, with such Investor shall be required to) pay cash in lieu of issuing equity at a price equal deemed to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunderhave been terminated.

Exchange Right. Upon the request of the Required Holders at -------------- any time or from time to time, the Company will (a) The Company shall, and AIG shall cause 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 to, complete an IPO prior to ("Replacement ----------- Notes") in the 24-month anniversary same aggregate principal amount as the then principal amount of ----- the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from Notes being exchanged and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If enter into any such agreements, whether in the form of an IPO is not completed prior 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 36-month anniversary of the Closingrelative ranking, then, from and after interest rate or yield for such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (Replacement Notes which shares shall be unregistered shares under approved by all the Securities Act) equal 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 Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares Company of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right all Notes and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, Replacement Notes outstanding after giving effect to the Exchange Right (whether or not any such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, exchange shall not exceed 4.99% such principal amount or cash interest and premium expense of the then Notes and any Replacement Notes outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise immediately before such exchange. Each Replacement Note shall be issued subject to the Stockholder pursuant to requirements of Sections 10.6 and 10.7 hereof or, if applicable, the foregoing Exchange Right shall be a share corresponding section of nonthe 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-voting common stock or non-voting preferred stock of AIG that otherwise has the same rightsoff and sharing provisions, powers, preferences and designations as the AIG Common Stockapplicable, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned other additional terms and provisions as are reasonably requested by the Stockholder pursuant Purchasers in order to any prior exercise effectuate the resale of the Exchange Right Replacement Notes and (b) be in excess of 4.99% of the then outstanding shares of AIG Common Stock such form and will contain such terms and provisions as are necessary to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rightscomply with all Applicable Laws, powers, preferences and designations as the AIG Common Stock, except that including in the case of each an indenture the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the foregoing clauses (2) Notes or Replacement Notes except for matters affecting one series of Notes or Replacement Notes and (3)not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party all references to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of Notes herein includes the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, Replacement Notes and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable all references to the Exchange Right Purchasers herein includes any limitations set forth in Article XIII (or trustee for any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited indenture pursuant to Sections 382 or 383 of which the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributesReplacement Notes are issued. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.

Exchange Right. (a) Subject to the 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 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 Additional Securities, the Company 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: (i) The Company shall, and AIG shall cause the Company to, complete deliver an IPO prior Issuance Notice to the 24-month anniversary 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 Closing. Notwithstanding anything Issuance Notice, any holder of shares of Preferred Stock or Redemption Preferred Stock may elect to exchange any of its then owned Preferred Stock or Redemption Preferred Stock for Additional Securities, at the contrary under Article V, Offering Price and on the terms specified in the Issuance Notice (provided that if the Company has not completed an IPO on Offering Price is to be paid in whole or prior to the 24-month anniversary of the Closing, then, from and after such date until the occurrence of an IPOin part in consideration other than cash, the Stockholder holders of Preferred Stock or Redemption Preferred Stock exercising their rights hereunder shall have the right 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 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 specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a that portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Additional Securities Act) equal to the Exchange Consideration; provided proportion that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Preferred Stock issued or Redemption Preferred Stock held by such Exchanging Holder bears to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such total number of shares of AIG Common Preferred Stock then Beneficially Owned and Redemption Preferred Stock held by the Stockholder pursuant 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 any prior exercise purchase all of the Exchange Right in excess Additional Shares available to it under this Section 9 (“Fully-Exchanging Holder”) of 4.99% any other 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 the then outstanding Additional Securities for which the holders of shares of AIG Common Preferred Stock and Redemption Preferred Stock were entitled to an equivalent subscribe but which were not subscribed for by such holders which is equal to the proportion that the number of shares of nonPreferred Stock or Redemption Preferred Stock held by such Fully-voting common stock 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 nonRedemption 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-voting preferred stock day period following the expiration of AIG that otherwise have the same rightsperiod provided in such subparagraph, powersoffer the remaining unsubscribed portion of such Additional Securities to any person or persons at a price not less than, preferences and designations as upon terms no more favorable to the AIG Common Stockofferee than, except that those specified in the case Issuance Notice. If the Company does not consummate the sale of each 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 the foregoing clauses shares of Preferred Stock and Redemption Preferred Stock in accordance herewith. (2c) and (3), each such share of non-voting common stock or non-voting preferred stock All rights under this Section 9 shall convert into a share of common stock, par value $2.50 per share, of AIG immediately terminate upon the transfer earlier to occur of such (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 non-voting common stock at least $20,000,000, or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell 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 AIG Common Preferred Stock or Redemption Preferred Stock before any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder Participating Holder shall have any rights under Section 8. (e) In addition to the rights set forth in Article IV Section 10(g), each Purchaser may, with respect to any resale the written consent of the Company (which such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall consent may not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger unreasonably withheld or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 of the Codedelayed), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), assign its rights in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributes. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on 9 separately from the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunderother rights under this Agreement.

Exchange Right. (a) The Company shall, and AIG shall cause From the Company to, complete an IPO prior to the 24-month anniversary of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from and after such date hereof until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If an IPO is not completed prior to the 36-month anniversary of the Closing, then, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange (the “Exchange Right”) all or a portion of the Purchased Shares (such shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares shall be unregistered shares under the Securities Act) equal to the Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, after giving effect to the Exchange Right (whether or not such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, shall not exceed 4.99% of the then outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise be issued to the Stockholder pursuant to the foregoing Exchange Right shall be a share of non-voting common stock or non-voting preferred stock of AIG that otherwise has the same rights, powers, preferences and designations as the AIG Common Stock, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned by the Stockholder pursuant to any prior exercise of the Exchange Right in excess of 4.99% of the then outstanding shares of AIG Common Stock to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rights, powers, preferences and designations as the AIG Common Stock, except that in the case of each of the foregoing clauses (2) and (3), each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have Shares are no longer outstanding, in lieu of conversion at the rights Conversion Price set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable to the Exchange Right any limitations set forth in Article XIII (or any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited pursuant to Sections 382 or 383 Section 6 of the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise Certificate of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchangesDesignation, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributes. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer Holder shall have the right to exchange (“Exchange”) the Shares for shares of Common Stock hereunder provided that the exchange rate shall be, for each Share, a number of Conversion Shares that results in net proceeds upon resale equal to, in the aggregate, $1,350. By way of example, in the event that the Holder exercises the right to Exchange 1,000 Shares, then the Holder shall have the right to receive Conversion Shares which yield aggregate net proceeds, upon resale, equal to, in the aggregate, $1,350,000. The Exchange shall occur otherwise pursuant to Section 6 of the Certificate of Designation and, if an IPO has not been completed prior to after the 36-month anniversary date hereof, any Notice of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, Conversion shall be required to) pay cash presumed made pursuant to this Agreement unless otherwise indicated in lieu the Notice of issuing equity at Conversion. Upon delivery of a Notice of Conversion, the Company shall be obligated to deliver such number of Conversion Shares that would result in such aggregate net proceeds assuming a sales price equal to the Exchange ValueVWAP (as defined in the SPA) immediately prior to the delivery of such Notice of Conversion (if additional Conversion Shares are required, such shares shall be delivered promptly (and in any event within 3 Trading Days). For purposes Following sale of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on such Conversion Shares by the New York Stock ExchangeHolder, the Nasdaq Holder shall report the aggregate net proceeds of such sales to the Company, along with the Holder’s good faith determination of whether additional Conversion Shares are required to be issued in order to achieve the $1,350 per share conversion value. If additional Conversion Shares are required to be issued, the Company shall issue such additional shares as described above. If too many Conversion Shares were issued, such excess shares shall, at the option of the Holder, either reduce the Stated Value of the remaining outstanding Shares or be returned by the Holder, at the Holder’s option). On a monthly basis, at the request of the Company, the Holder shall provide written documentation of any sales of the Conversion Shares. The Holder shall not convert into Common Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as Section 6 other than pursuant to time or volume thereunderthe terms of the Exchange hereunder.

Exchange Right. Upon the request of the Required Holders at any time or from time to time, the Company will (a) The Company shall, and AIG shall cause 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 to, complete an IPO prior to (the 24-month anniversary “Replacement Notes”) in the same aggregate principal amount as the then principal amount of the Closing. Notwithstanding anything to the contrary under Article V, if the Company has not completed an IPO on or prior to the 24-month anniversary of the Closing, then, from Notes being exchanged and after such date until the occurrence of an IPO, the Stockholder shall have the right (and shall be entitled to obtain specific performance) to require AIG and the Company to effect an IPO, including through requiring the Company to file a registration statement on Form S-1 or other appropriate form, complete an audit of the Company’s consolidated financial statements and take such other actions as are reasonably necessary to complete an IPO. (b) If enter into, and cause the Guarantors to enter into, any such agreements, whether in the form of an IPO is not completed prior amendment hereto or to the 36-month anniversary of the ClosingExchange and Registration Rights Agreement, thenan indenture, from and after such date until the occurrence of an IPO, the Stockholder shall have the right, but not the obligation, to elect at any time and from time to time to (i) require AIG to exchange a note purchase agreement or otherwise (the “Exchange RightNew Documents”) all as the Purchaser shall deem necessary or desirable in connection with a portion resale of the Purchased Shares (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 shares, the “Exchange Shares”) for a number of validly issued, fully paid and non-assessable shares of AIG Common Stock (which shares Replacement Notes that shall be unregistered shares under approved by all the Securities Act) equal 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 Exchange Consideration; provided that (A) in no event shall AIG be required to issue more than 250,000,000 shares Company of AIG Common Stock in the aggregate pursuant to the foregoing Exchange Right all Notes and (B) if, at any time following the date hereof, AIG or its Subsidiaries have a line of business that would, Replacement Notes outstanding after giving effect to the Exchange Right (whether or not any such Exchange Right is actually exercised by the Stockholder), subject the Stockholder or its Affiliates to obligations under the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, then (1) the number of shares of AIG Common Stock issued to the Stockholder pursuant to any subsequent exercise of the Exchange Right, together with any shares of AIG Common Stock then Beneficially Owned by the Stockholder, exchange shall not exceed 4.99% such principal amount or cash interest and premium expense of the then Notes and any Replacement Notes outstanding shares of AIG Common Stock, (2) each share of AIG Common Stock that would (but for the foregoing clause (1)) otherwise immediately before such exchange. Each Replacement Note shall be issued subject to the Stockholder pursuant to requirements of Sections 10.6 and 10.7 hereof. Notwithstanding the foregoing Exchange Right shall be a share foregoing, the New Documents will (a) contain such additional terms and provisions as are customarily contained in such documents governing the issuance of nondebt, including provisions governing the rights of indenture trustees and/or administrative agents and bank set-voting common stock or non-voting preferred stock of AIG that otherwise has the same rightsoff and sharing provisions, powers, preferences and designations as the AIG Common Stockapplicable, and (3) AIG shall make provision to convert such number of shares of AIG Common Stock then Beneficially Owned other additional terms and provisions as are reasonably requested by the Stockholder pursuant Purchasers in order to any prior exercise effectuate the resale of the Exchange Right Replacement Notes and (b) be in excess of 4.99% of the then outstanding shares of AIG Common Stock such form and will contain such terms and provisions as are necessary to an equivalent number of shares of non-voting common stock or non-voting preferred stock of AIG that otherwise have the same rightscomply with all Applicable Laws, powers, preferences and designations as the AIG Common Stock, except that including in the case of each an indenture, the TIA. All Notes and Replacement Notes will vote together as one series on all matters requiring the vote of the foregoing clauses (2) Notes or Replacement Notes, except for matters affecting one series of Notes or Replacement Notes and (3)not affecting another series of Notes or Replacement Notes. Unless the context otherwise requires, each such share of non-voting common stock or non-voting preferred stock shall convert into a share of common stock, par value $2.50 per share, of AIG upon the transfer of such share of non-voting common stock or non-voting preferred stock by the Stockholder to a third party all references to the extent that such conversion upon a third-party transfer may be permitted without causing such share to be considered a “voting security” for purposes of Notes herein includes the Bank Holding Company Act or any other Applicable Law that governs banking or similar entities, Replacement Notes and (ii) Sell such shares of AIG Common Stock or any Purchased Shares it holds, each without any transfer restrictions (other than restrictions in respect of unregistered securities under applicable securities laws (it being understood that the Stockholder shall have the rights set forth in Article IV with respect to any resale of such unregistered securities, mutatis mutandis)). Prior to any permitted exercise by the Stockholder of such Exchange Right, at the Stockholder’s request, AIG shall use reasonable best efforts to take such actions as are necessary to render inapplicable all references to the Exchange Right Purchasers herein includes any limitations set forth in Article XIII (or trustee for any successor provisions thereof) of AIG’s certificate of incorporation (as amended, restated, supplemented or otherwise modified from time to time) and/or AIG’s Tax Asset Protection Plan (as amended, restated, supplemented or otherwise modified from time to time and any successor thereto); provided that AIG shall not be required to take any such action to the extent that AIG determines, after consultation with the Stockholder and acting in good faith, that it is reasonably likely to jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of a material amount of net operating losses (or any other tax attributes that would be limited indenture pursuant to Sections 382 or 383 of which the Code), and to the extent that AIG does not take any such action, then AIG shall cooperate with the Stockholder to facilitate the Stockholder’s exercise of the Exchange Right and sale of AIG Common Stock of (which facilitation may include facilitating sequential exchanges by the Stockholder such that following such sequential exchanges, the Stockholder may exchange and sell all of the Exchange Shares), in each case, in a manner that would not jeopardize, endanger or defer in any material respect the availability to AIG’s consolidated federal income tax return group of such net operating losses or tax attributesReplacement Notes are issued. (c) If, prior to the completion of the IPO, there is a Change of Control of AIG, then AIG shall make provision such that the ultimate acquirer in such Change of Control transaction (the “Acquirer”) shall assume the Exchange Right obligations of AIG hereunder; provided that the Acquirer shall have the right to (and, if an IPO has not been completed prior to the 36-month anniversary of the Closing and the Acquirer does not have freely tradable marketable securities at the time the Exchange Right is exercised, shall be required to) pay cash in lieu of issuing equity at a price equal to the Exchange Value. For purposes of this Section 6.1, “freely tradable marketable securities” means equity securities that are freely traded on the New York Stock Exchange, the Nasdaq Stock Market or another comparable national stock exchange in the United States without any restriction, whether restrictions arising from or pursuant to Contract or Applicable Law and including any restrictions or limitations as to time or volume thereunder.