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. 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. (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 On or prior to the 24-month anniversary of the ClosingEnd Date, then, from and after such date until the occurrence of an IPO, the Stockholder each Exchanging Shareholder shall have the right (and shall be entitled to obtain specific performancean “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 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 time, upon the terms and subject to (i) require AIG the conditions hereof, to exchange (the “Exchange Right”) surrender, without consideration, any or 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 GX Class B Common Stock (which shares shall be unregistered shares under the Securities Act) equal held by such Exchanging Shareholder to GX in exchange for Reciprocal Common Shares, as provided in and subject to the Exchange Considerationadjustments set forth in this Agreement; 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 shall not be available with respect to any Earnout Share (whether or not as defined in the Sponsor Support Agreement) until such Exchange Right is actually exercised by Earnout Share shall have become a Released Earnout Share (as defined in the StockholderSponsor Support Agreement), 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 a deemed automatic exchange in connection with a Winding Up Event. To the extent any share of GX Class B Common Stock held by an Exchanging Shareholder has not been exchanged hereunder prior to the End Date, the Exchanging Shareholder shall elect to exchange such GX Class B Common Stock in exchange for Reciprocal Common Shares, as provided in and subject to the adjustments set forth in this Agreement. In addition, in the event of any occurrence described in Section 4.2(c) of the foregoing clauses Certificate of Incorporation (2) and (3a “Winding Up Event”), each Exchanging Shareholder with any share of GX Class B Common Stock which has not, at such time, been exchanged hereunder, will automatically be deemed to have elected to surrender each such share of non-voting common stock or non-voting preferred stock GX Class B Common Stock in exchange for Reciprocal Shares hereunder effective immediately prior to such Winding Up Event, and each of the Parties hereto 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 take any and all actions necessary to a third party to the extent ensure 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, occurs immediately 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 thereunderWinding Up Event.

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.

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.