Purchase Agreement by and among General Motors Holdings LLC, GM Cruise Holdings LLC, and Softbank Vision Fund (AIV M1), L.P. dated May 31, 2018

EX-2.1 2 ex215312018purchaseagreeme.htm EXHIBIT 2.1 - PURCHASE AGREEMENT Exhibit

Exhibit 2.1

EXECUTION VERSION

PURCHASE AGREEMENT

by and among

GENERAL MOTORS HOLDINGS LLC,

GM CRUISE HOLDINGS LLC

and

SOFTBANK VISION FUND (AIV M1) L.P.

Dated as of May 31, 2018

Table of Contents

Page

ARTICLE I ISSUANCE AND DELIVERY OF SHARES ..............................................................2

Section 1.1 Issuance on the Closing Date ............................................................................2

Section 1.2 Tax Treatment ....................................................................................................2

ARTICLE II CLOSING .....................................................................................................................2

Section 2.1 Closing; Closing Date .......................................................................................2

Section 2.2 Deliveries by Buyer at the Closing ...................................................................2

Section 2.3 Deliveries by Parent at the Closing ...................................................................3

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND

THE COMPANY GROUP ...................................................................................................3

Section 3.1 Corporate Organization; Subsidiaries ...............................................................3

Section 3.2 Authority and Validity ......................................................................................4

Section 3.3 Non-Contravention ...........................................................................................4

Section 3.4 Consents and Approvals ...................................................................................5

Section 3.5 Capitalization ....................................................................................................5

Section 3.6 Legal Proceedings .............................................................................................6

Section 3.7 Taxes and Tax Returns .......................................................................................7

Section 3.8 Labor and Employment Matters ........................................................................8

Section 3.9 Material Contracts .............................................................................................9

Section 3.10 Compliance with Applicable Laws; Permits ....................................................10

Section 3.11 Intellectual Property .........................................................................................11

Section 3.12 Privacy and Data Security ................................................................................13

Section 3.13 Broker’s Fees ...................................................................................................14

Section 3.14 Affiliate Transactions .......................................................................................14

Section 3.15 Financial Statements; Undisclosed Liabilities .................................................14

Section 3.16 Absence of Certain Changes ............................................................................15

Section 3.17 Real Property ...................................................................................................15

Section 3.18 Tangible Personal Property ..............................................................................15

Section 3.19 Applicable ABAC/AML/Trade Laws ..............................................................16

Section 3.20 Insurance ..........................................................................................................16

Section 3.21 No Other Representations and Warranties .......................................................16

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER ....................................17

Section 4.1 Corporate Organization ....................................................................................17

Section 4.2 Authority and Validity ......................................................................................17

Section 4.3 Non-Contravention ...........................................................................................17

Section 4.4 Consents and Approvals ...................................................................................17

Section 4.5 Accredited Investor Status ................................................................................18

Section 4.6 Investment Intention; Sale or Transfer .............................................................18

Section 4.7 Broker’s Fees ...................................................................................................18

Section 4.8 Legal Proceedings ............................................................................................18

Section 4.9 Financial Capability .........................................................................................19

Section 4.10 No Other Representations and Warranties; Non-Reliance on Parent

Estimates ..........................................................................................................19

ARTICLE V ADDITIONAL COVENANTS AND AGREEMENTS ............................................20

Section 5.1 Further Actions; Regulatory Approvals ..........................................................20

Section 5.2 Initial Employee Equity Plan ..........................................................................21

Section 5.3 Cooperation .....................................................................................................21

Section 5.4 Publicity .........................................................................................................21

Section 5.5 Transfer Taxes .................................................................................................22

Section 5.6 Parent Additional Contribution; Definitive Documents .................................22

Section 5.7 Termination of Intercompany Arrangements; Preservation of

Agreements .....................................................................................................23

Section 5.8 Pre-Closing Restructuring ..............................................................................24

ARTICLE VI CONDITIONS TO CLOSING ...............................................................................24

Section 6.1 Conditions Precedent to Obligations of the Parties .......................................24

Section 6.2 Conditions Precedent to Obligations of Buyer ..............................................24

Section 6.3 Conditions Precedent to Obligations of Parent .............................................25

ARTICLE VII TERMINATION ...................................................................................................25

Section 7.1 Termination ...................................................................................................25

Section 7.2 Effect of Termination ....................................................................................25

ARTICLE VIII INDEMNIFICATION; CERTAIN REMEDIES ..............................................26

Section 8.1 Survival .........................................................................................................26

Section 8.2 Indemnification by Parent .............................................................................26

Section 8.3 Indemnification by Buyer .............................................................................27

Section 8.4 Indemnification Procedures ..........................................................................27

Section 8.5 Limitations on Indemnification for Breaches of Representations

and Warranties ..............................................................................................29

Section 8.6 Adjustments to Losses; Limitations on Remedies; Calculation of

Losses ...........................................................................................................30

Section 8.7 Payments ......................................................................................................31

Section 8.8 Mitigation .....................................................................................................31

Section 8.9 Exclusive Remedy ........................................................................................31

Section 8.10 Treatment of Indemnity Payments ...............................................................32

ARTICLE IX GENERAL PROVISIONS ....................................................................................32

Section 9.1 Expenses ......................................................................................................32

Section 9.2 Notices .........................................................................................................32

Section 9.3 Interpretation ..............................................................................................34

Section 9.4 Entire Agreement; Amendments and Waivers ...........................................34

Section 9.5 Governing Law ..........................................................................................34

Section 9.6 Submission to Jurisdiction; Consent to Service of Process .......................35

Section 9.7 Severability ................................................................................................35

Section 9.8 Assignment ................................................................................................35

Section 9.9 Binding Effect; No Third Party Beneficiaries ...........................................35

Section 9.10 Specific Performance .................................................................................36

Section 9.11 Counterparts ...............................................................................................36

Section 9.12 Additional Definitions ...............................................................................36

EXHIBITS

EXHIBIT A Form of Amended and Restated LLC Agreement

SCHEDULE

SCHEDULE A Disclosure Letter

iii

PURCHASE AGREEMENT

This PURCHASE AGREEMENT (this “Agreement”) is entered into as of May

31, 2018, by and among General Motors Holdings LLC, a Delaware limited liability company

(“Parent”), GM Cruise Holdings LLC, a Delaware limited liability company and wholly owned

Subsidiary of Parent (the “Company”), and SoftBank Vision Fund (AIV M1) L.P., a Delaware

limited partnership (“Buyer”). Certain capitalized terms have the meanings set forth in Section

9.12.

W I T N E S S E T H:

WHEREAS, the Company was formed by Parent, by the filing of a certificate of

formation with the Secretary of State of Delaware on May 23, 2018;

WHEREAS, Parent will, at or prior to the Closing, engage in the Restructuring in

accordance with the terms set forth herein such that, after giving effect to the Restructuring, the

Company will be the direct owner of the equity interests of the Transferred Entities;

WHEREAS, on the terms and subject to the conditions contained herein, (a) at or

prior to the Closing, Parent will cause the Company to, and the Company will, issue to Parent,

and Parent will subscribe for and purchase, the Parent Shares, and (b) at the Closing and

following the issuance of the Parent Shares to Parent, Parent will cause the Company to, and the

Company will, issue to Buyer, and Buyer will subscribe for and purchase, the Buyer Shares and

the Company will admit Buyer as a member of the Company; and

WHEREAS, in connection with the foregoing, and in accordance with the terms

and conditions hereof, (a) concurrently with the execution of this Agreement, General Motors

Company, a Delaware corporation (“GM PubCo”), and SB Investment Advisers (UK) Limited, a

private limited company incorporated under the laws of England and Wales, are entering into

that certain Standstill Agreement (the “Standstill Agreement”), (b) at the Closing, the Company’s

Existing LLC Agreement will be amended and restated pursuant to an Amended and Restated

Limited Liability Company Agreement, the form of which is attached hereto as Exhibit A (as

amended and restated, the “LLC Agreement”), (c) prior to or at the Closing, Parent and the

Company shall (directly or through one or more designated Affiliates, as applicable) enter into

the Engineering and Design Services Agreement (the “Engineering Design Services

Agreement”), the Intellectual Property Matters Agreement (the “IP Matters Agreement”), the

Indemnity Agreement (the “Indemnity Agreement”), and the Administrative and General

Services Agreement (the “Services Agreement”), and (d) subject to Section 5.6, prior to or at the

Closing, Parent and the Company will (directly or indirectly through one or more designated

Affiliates, as applicable) enter into the Commercial Agreements.

NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants and agreements contained herein, and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and

intending to be legally bound hereby, the Parties agree hereby as follows:

ARTICLE I

ISSUANCE AND DELIVERY OF SHARES

Section 1.1 Issuance on the Closing Date. On the terms and subject to the conditions

contained herein, at the Closing, Parent shall cause the Company to issue, sell and deliver to

Buyer, and Buyer shall subscribe for, purchase and acquire from the Company 900,000 Class A-

1-A Preferred Shares with a capital value of $1,000 per share (the “Buyer Shares”), free and

clear of all Liens (other than any Liens under securities Laws or Liens or other transfer

restrictions under the LLC Agreement), in consideration for payment by Buyer of an amount

equal to $900,000,000 in cash (the “Purchase Price”). The subscription and sale of the Buyer

Shares is referred to in this Agreement as the “Issuance”.

Section 1.2 Tax Treatment. The Parties intend the Issuance, together with the Parent

Contribution, the transfer of the Transferred Entities as part of the Restructuring and the grant of

certain rights by Parent to the Company under the IP Matters Agreement, to be treated as a taxfree

contribution pursuant to Section 351 of the Code. The Parties shall not take any position

that is inconsistent with this Section 1.2 for any Tax reporting purpose unless otherwise required

by a “determination” within the meaning of Section 1313 of the Code (or any similar provision

of state, local or non-U.S. Law).

ARTICLE II

CLOSING

Section 2.1 Closing; Closing Date. The closing of the Issuance (the “Closing”) shall

take place at 10:00 a.m. New York time at the offices of Kirkland & Ellis LLP, 601 Lexington

Avenue, New York, New York, 10022, on the third (3rd) Business Day after the satisfaction or

waiver of the conditions set forth in Article VI (other than those conditions which, by their

nature, are to be satisfied on the Closing Date (but subject to the satisfaction or waiver of such

conditions at such time)), or at such other place, date and time as the Parties may agree in

writing; provided that, unless otherwise agreed to in writing by Parent and Buyer, in the event

the Closing Date would otherwise occur prior to June 29, 2018, the Closing Date shall instead be

extended to June 29, 2018 (subject to the continued satisfaction or waiver of the conditions set

forth in Article VI at such time). The date on which the Closing occurs is referred to in this

Agreement as the “Closing Date”.

Section 2.2 Deliveries by Buyer at the Closing.

At the Closing, Buyer shall deliver, or cause to be delivered, the following:

(a) to the Company (or such other Person as the Company shall designate in

writing), the Purchase Price, in cash paid by wire transfer of immediately available funds to an

account designated by Parent or the Company free and clear of any withholding; and

(b) to the Company and Parent a duly executed counterpart to the LLC

Agreement.

Section 2.3 Deliveries by Parent at the Closing.

At the Closing, Parent shall deliver, or cause to be delivered by the Company, to

Buyer the following:

(a) a true and correct copy of the Members Schedule to the LLC Agreement

reflecting that (i) the Buyer Shares have been issued and duly registered in the name of Buyer

and (ii) the Parent Contribution has occurred and the Parent Shares have been issued and duly

registered in the name of Parent;

(b) duly executed counterparts of the Engineering Design Services

Agreement, in substantially the form agreed to by the Parties on the date of this Agreement (the

“Engineering Design Services Agreement”);

the form agreed to by the Parties on the date of this Agreement (the “IP Matters Agreement”);

(d) duly executed counterparts of the Indemnity Agreement, in substantially

the form agreed to by the Parties on the date of this Agreement (the “Indemnity Agreement”);

(e) duly executed counterparts of the Services Agreement, in substantially the

form agreed to by the Parties on the date of this Agreement (the “Services Agreement”);

(f) evidence reasonably satisfactory to Buyer that the Restructuring has been

completed in accordance with the terms of this Agreement; and

(g) a duly executed counterpart to the LLC Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE COMPANY

GROUP

Except as disclosed in (a) any document or report filed or furnished by GM

PubCo with the U.S. Securities and Exchange Commission after January 1, 2017 and prior to the

date of this Agreement (excluding any disclosures contained in the “Risk Factors” sections of

any such filings, any disclosure of risks set forth in any “Forward-Looking Statements”

disclaimer contained in any such filings and any other disclosures in such filings that are

similarly cautionary, non-specific or predictive in nature) (the “GM SEC Filings”), or (b) the

disclosure letter delivered by Parent to Buyer prior to entering into this Agreement and attached

as Schedule A hereto (the “Disclosure Letter”) (it being agreed that disclosure of any item in any

section or subsection of the Disclosure Letter shall be deemed disclosure with respect to any

other section or subsection to which the relevance of such item is reasonably apparent on the face

of such disclosure), Parent hereby represents and warrants to Buyer, as of the date of this

Agreement and as of the Closing Date, as follows:

Section 3.1 Corporate Organization; Subsidiaries. Parent is a limited liability

company, duly organized, validly existing and in good standing under the laws of Delaware.

Each member of the Company Group (a) is a corporation or other organization duly organized,

validly existing and in good standing under the laws of its respective jurisdiction of

incorporation, formation or organization, (b) has the requisite corporate or other organizational

power and authority to own or lease all of its properties and assets and to carry on its business as

it is now being conducted and (c) is duly qualified or authorized to do business under the laws of

each jurisdiction in which it owns or leases real property and each other jurisdiction in which the

conduct of its business or the ownership of its properties requires such qualification or

authorization, except, in each case, where such failures to be so qualified and in good standing,

or to have such power, is not and would not reasonably be expected to be, individually or in the

aggregate, material to the Company Group, taken as a whole.

Section 3.2 Authority and Validity. The Company and Parent (or, in the case of the

other Transaction Agreements, their designated Affiliates, as applicable) each have the requisite

power and authority to execute and deliver this Agreement and the other Transaction

Agreements to which it is a party, to perform its obligations hereunder and thereunder and to

consummate the Transactions. The execution and delivery of this Agreement and the other

Transaction Agreements to which each of the Company and/or Parent (or, in the case of the other

Transactions Agreement, their designated Affiliates, as applicable) is a party and the

consummation of the Transactions have been duly and validly authorized by the Company,

Parent and any such Affiliate, as applicable, and no other action on the part of the Company,

Parent or any such Affiliate, as applicable, is necessary to approve the execution and delivery of

this Agreement or the other Transaction Agreements to which it is a party or to consummate the

Transactions. This Agreement and the Standstill Agreement have each been, and the other

Transaction Agreements to which any of the Company, Parent or their designated Affiliates, as

applicable, is a party will be at the Closing, duly and validly executed and delivered by the

Company, Parent and such designated Affiliates, as applicable, and when executed and delivered

(assuming due authorization, execution and delivery by Buyer and the other parties thereto) will

constitute valid and binding obligations of the Company, Parent, and such Affiliates, as

applicable, enforceable against the Company, Parent or such Affiliate, as applicable, in

accordance with their respective terms, except as may be limited by applicable bankruptcy,

fraudulent transfer, insolvency, moratorium or similar Laws of general application relating to or

affecting creditors’ rights generally and except for the limitations imposed by general principles

of equity.

Section 3.3 Non-Contravention. Neither the execution, delivery and performance by

the Company or Parent of this Agreement and the other Transaction Agreements to which the

Company, Parent and/or one or more of their designated Affiliates, as applicable, is or will be a

party, nor the consummation of the Transactions, will conflict with, or result in any violation of

or default (with or without notice or lapse of time, or both) under, or give rise to a right of

termination, amendment, acceleration of or cancellation under any obligations or loss of a

material benefit under, or result in the creation of any Lien on any of the assets that will be

owned by the Company Group after giving effect to the Restructuring pursuant to, any provision

of (a) the organizational documents of any member of the Company Group or Parent, (b) any

applicable Law or order, judgment or decree (each, an “Order”) of any Governmental Authority,

will be a party, subject or bound after giving effect to the Restructuring) or any Contract

necessary for the operation of the business of the Company Group as currently conducted to

which Parent is a party, subject or bound (or will be a party, subject or bound after giving effect

to the Restructuring), or (d) any of the approvals, authorizations, consents, licenses, permits or

certificates (the “Permits”) granted by a Governmental Authority that are necessary for the

operation of the business of the Company Group as currently conducted, whether held by or in

the name of a member of the Company Group or Parent, except in the case of clauses (b), (c) or

(d), as is not and would not reasonably be expected to be, individually or in the aggregate,

material to the Company Group, taken as a whole, and do not and would not reasonably be

expected to, individually or in the aggregate, materially delay or impair the ability of Parent or

the Company to consummate the Transactions.

Section 3.4 Consents and Approvals. No consent, approval, waiver, authorization,

Order, Permit, registration, declaration, exemption, filing, notification or other order of, or other

action by, any Person is required or necessary for the execution, delivery and performance by the

Company or Parent of this Agreement or any other Transaction Agreement to which the

Company, Parent, and/or one or more of their Affiliates, as applicable, is a party or the

consummation by the Company or Parent of the Transactions, other than (a) as may be required

under any applicable state securities or “blue sky” Laws, or (b) as may be required as a result of

facts and circumstances relating solely to Buyer or its Affiliates, except for those consents,

approvals, waivers, authorizations, Orders, Permits, registrations, declarations, exemptions,

filings, notifications or other orders of, or actions by, any Person that are not and would not

reasonably be expected to be, individually or in the aggregate, material to the Company Group,

taken as a whole, and do not and would not reasonably be expected to, individually or in the

aggregate, materially delay or impair the ability of Parent or the Company to consummate the

Transactions.

Section 3.5 Capitalization.

(a) The Company was formed solely for the purpose of engaging in the

Transactions and has not engaged in any business activities or conducted any operations other

than in connection with the Transactions. Except for the LLC Agreement, neither Parent nor the

Company is a party to any equityholder agreement, investors’ rights agreement, voting

agreement, voting trust, right of first refusal and co-sale agreement, management rights

agreement or other similar Contract with respect to the voting, registration, redemption, sale,

transfer or other disposition of AVCo Equity Interests or other interests convertible into,

exchangeable for or evidencing the right to subscribe for or purchase AVCo Equity Interests or

other ownership interests of the Company.

(b) As of the date of this Agreement, (i) Parent owns 100 shares of Class A-2

of the Company and 100 shares of Class C of the Company, which constitute all of the issued

and outstanding equity interests in the Company, (ii) all such issued and outstanding shares are

duly authorized and validly issued, and such shares have not been issued in violation of any

preemptive or similar rights and (iii) all such issued and outstanding shares have been issued

pursuant to valid exemptions from registration under the Securities Act of 1933, as amended (the

“Securities Act”), and all other applicable securities laws. As of the date of this Agreement,

there are no outstanding (A) AVCo Equity Interests or other interests of the Company subject to

any vesting, transfer or other restrictions or (B) rights or obligations of the Company to

repurchase, redeem or otherwise acquire AVCo Equity Interests or other interests of the

Company or other securities convertible into, exchangeable for or evidencing the right to

subscribe for or purchase AVCo Equity Interests or other ownership interests of the Company.

There are no outstanding bonds, debentures, notes or other obligations, the holders of which have

the right to vote on any matter of the Company (other than any Intercompany Accounts which

will be settled prior to Closing pursuant to Section 5.7).

in the Company issued and outstanding are those set forth on the Members Schedule to the LLC

Agreement (the “AVCo Equity Interests”) and (ii) other than the AVCo Equity Interests and

equity interests to be issued pursuant to the EIP, no membership interests or other voting

securities of or equity interests in the Company are issued, reserved for issuance or outstanding

and no securities of the Company convertible into or exchangeable or exercisable for

membership interests or other voting securities of or equity interests in the Company are issued

or outstanding. As of the Closing Date, the Buyer Shares have the terms and conditions and

entitle the holders thereof to the rights set forth in the LLC Agreement and will be free and clear

of all Liens (other than any Liens under securities Laws or Liens or other transfer restrictions

under the LLC Agreement). Other than the AVCo Equity Interests and equity interests to be

issued pursuant to the EIP or the LLC Agreement, as at the Closing there are no outstanding

options, warrants, calls, rights of conversion or exchange or other agreements, arrangements or

contracts of any kind or character, whether written or oral, relating to the ownership interest in

the Company to which the Company is a party, or by which it is bound, obligating the Company

to issue, deliver or sell, or cause to be issued, delivered or sold, any ownership interest in the

Company.

(d) After giving effect to the Restructuring, the Company will own, directly or

indirectly, all of the outstanding equity interests of the Transferred Entities, free and clear of any

Liens (other than any restrictions under securities Laws). There are no outstanding options,

warrants, calls, rights of conversion or exchange or other agreements, arrangements or contracts

of any kind or character, whether written or oral, relating to the ownership interest in any

Transferred Entity to which a Transferred Entity is a party, or by which any of them are bound,

obligating any Transferred Entity to issue, deliver or sell, or cause to be issued, delivered or sold,

any ownership interest of any Transferred Entity.

Section 3.6 Legal Proceedings. As of the date of this Agreement, except, if adversely

determined, as is not and would not reasonably be expected to be, individually or in the

aggregate, material to the Company Group, taken as a whole, there are no legal, administrative,

arbitration or other proceedings, claims, actions or governmental, audits or regulatory

investigations of any nature (each, a “Legal Proceeding”) pending or, to the Knowledge of

Parent, threatened against any member of the Company Group or any of their respective

properties or assets, or any of the directors or officers of the Company Group with regard to their

actions as directors or officers of the Company Group, at Law or in equity by any Person, or

before or by any Governmental Authority. Neither Parent nor any member of the Company

Group is subject to any Order of any Governmental Authority that would reasonably be expected

to be, individually or in the aggregate, material to the Company Group, taken as a whole. As of

the date of this Agreement, no member of the Company Group is subject to any settlement

agreement with respect to any Legal Proceeding, whether filed or threatened (other than a

separation and release agreement entered into with a departing employee or consultant), which

contains ongoing payment or other material obligations.

Section 3.7 Taxes and Tax Returns.

(a) All income and other material Tax Returns required to be filed by or with

respect to any member of the Company Group have been timely filed or requests for extensions

have been timely filed and any such extensions shall have been granted and not expired and all

such Tax Returns are true, complete and correct in all material respects. All members of the

Company Group have timely paid, or caused to be paid, all material amounts of Taxes due and

payable (whether or not shown as due on such Tax Returns).

(b) All members of the Company Group have complied in all material

respects with the provisions of the Code relating to the withholding and payment of Taxes.

where a member of the Company Group does not file Tax Returns with respect to a particular

Tax that such member is or may be subject to taxation in such jurisdiction.

(d) There are no material Liens for any Tax (other than Permitted Liens) upon

any asset that will be owned by Company Group immediately following the Restructuring.

(e) No waiver or agreement by a member of the Company Group is in force

for the extension of time for the assessment or payment of any Taxes.

(f) There are no pending audits, examinations, investigations or other

proceedings in respect of a material amount of Taxes of any member of the Company Group and

no written notification has been received by any member of the Company Group that such an

audit, examination, investigation or other proceeding in respect of a material amount of Taxes is

proposed or threatened, other than, in each case, any audit, examination, investigation or

proceeding in respect of any affiliated group (within the meaning of Section 1504 of the Code) or

any other affiliated, combined, consolidated, unitary or similar group under any state, local or

non-U.S. Law, in each case, the common parent of which is (i) GM PubCo or (ii) any Subsidiary

of GM PubCo that is not a member of the Company Group. No Governmental Authority has

asserted in writing any deficiency, claim or proposed adjustment with respect to a material

amount of Taxes of any member of the Company Group, which deficiency, claim or proposed

adjustment has not been satisfied by payment, settled or withdrawn, other than any deficiency,

claim or proposed adjustment in respect of any affiliated group (within the meaning of Section

1504 of the Code) or any other affiliated, combined, consolidated, unitary or similar group under

any state, local or non-U.S. Law, in each case, the common parent of which is (i) GM PubCo or

(ii) any Subsidiary of GM PubCo that is not a member of the Company Group.

(g) No member of the Company Group has (i) been a member of an affiliated

group (within the meaning of Section 1504 of the Code), other than any such group the common

parent of which was GM PubCo or any member of the Company Group, (ii) been a member of

an affiliated, combined, consolidated, unitary, or similar group under any state, local or non-U.S.

Law, except, in each case, any such group the common parent of which was GM PubCo or any

member of the Company Group, or (iii) any liability for Taxes of any Person (other than a

member of the Company Group) under Treasury Regulation Section 1.1502-6 (or any similar

provision of applicable state, local or non-U.S. Law), as a transferee or successor, or operation of

law, except, in each case, any such liability relating to a group described in clauses (i) and (ii),

the common parent of which was GM PubCo or any member of the Company Group.

(h) No member of the Company Group is a party to or bound by, or has any

material obligation under, any Tax sharing, Tax allocation or Tax indemnity agreement or

similar Contract or arrangement (other than any such Contract or arrangement (i) entered into in

the ordinary course of business and that does not relate primarily to Tax or (ii) entered into in

connection with the Transactions and agreed to by Buyer).

(i) The Company has made an election to be treated as a corporation for U.S.

federal income tax purposes under Treasury Regulation Section ###-###-####-3 and has not made

any subsequent election to the contrary.

(j) None of the assets of any member of the Company Group (i) consist of

unclaimed or abandoned property of any other Person or (ii) would otherwise be subject to the

reporting or escheatment Laws of any jurisdiction in respect of unclaimed or abandoned

property.

Section 3.8 Labor and Employment Matters.

(a) No member of the Company Group is, or will be after giving effect to the

Restructuring, a party to, or bound by, the terms of, any collective bargaining agreement or any

other arrangement, formal or informal, with any labor union or organization which obligates any

member of the Company Group to recognize a union as the bargaining representative of any of

the Company Group’s employees or to compensate the Company Group’s employees at

prevailing rates or union scale, nor are any of the Company Group’s employees represented by

any labor union or organization or party to any collective bargaining agreements with respect to

their employment by any member of the Company Group.

(b) There are no (i) strikes, work stoppages, work slowdowns or lockouts, or

(ii) material unfair labor practice charges, material grievances or material complaints, in each of

items (i) and (ii), pending or, to the Knowledge of Parent, threatened, by or on behalf of any

employee or group of employees that will be employed by the Company Group as of the date

hereof and as at the Closing. Each member of the Company Group is, and has been since May

13, 2016, in compliance, in all material respects, with all Laws relating to the employment of

labor, including all such Laws relating to wages, hours, social benefits contributions, severance

pay, WARN, collective bargaining, discrimination, civil rights, safety and health, immigration,

discrimination, workers’ compensation and the collection and payment of withholding or social

security Taxes and any similar Tax.

of each “employee benefit plan” (as defined in Section 3(3) of ERISA) and each other material

benefit or compensation plan, program, policy, Contract, agreement or arrangement with respect

to which the Company Group has, or will have immediately after giving effect to the

Restructuring, any Liability (each, a “Benefit Plan”). Each Benefit Plan has been established,

maintained, funded and administered in compliance in all material respects with its terms and

applicable Laws. Each Benefit Plan that is intended to be qualified under Section 401(a) of the

Code has received a determination, opinion or advisory letter from the IRS to that effect. No

member of the Company Group has, or will have immediately after giving effect to the

Restructuring, any Liability with respect to a plan subject to Section 412 of the Code or Title IV

of ERISA, or on account of being considered a single employer under Section 414 of the Code

with any other Person. All contributions and premium payments required to have been made

under any of the Benefit Plans by applicable Law (without regard to any waivers granted under

Section 412 of the Code) have been timely made, except as would not reasonably be expected to

result in a material liability to the Company Group.

Section 3.9 Material Contracts.

(a) Excluding the Transaction Agreements, no member of the Company

Group is a party to or bound by, or will be a party to or bound by after giving effect to the

Restructuring, any Contract that is in effect as of the date of this Agreement:

(i) that is required by its terms or is currently expected to result in the

payment by the Company Group of more than $1,000,000 in the current fiscal year, in

each case other than purchase orders entered into in the ordinary course of business;

(ii) that is a note, debenture, bond, trust agreement, letter of credit

agreement, loan agreement or other Contract for the borrowing or lending of money or

agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the

indebtedness of any third party;

(iii) relating to (A) the acquisition or disposition of any business,

properties, assets or capital stock of any member of the Company Group or any other

Person, whether by merger, purchase or sale of stock or assets or otherwise, that contains

material ongoing obligations of any member of the Company Group (in each case

excluding any Contracts relating to the acquisition or disposition of any assets in the

ordinary course of business), or (B) the grant to any Person of any preferential rights to

purchase any properties or assets of the Company Group;

(iv) that (A) limits, curtails or restricts the ability of any member of the

Company Group to compete in any geographical area, market or line of business, (B)

restricts the Persons to whom any member of the Company Group may sell products or

deliver services or (C) restricts the Company or any of its Subsidiaries from soliciting or

hiring any Person;

(v) pursuant to which (A) the Company Group receives, or Parent

receives for the exclusive benefit of the Company Group, a license or covenant not to sue

with respect to any Intellectual Property that is material to the operation of the business

of the Company Group as currently conducted (excluding any Contracts for the use of

commercially-available software or data available on commercially-available terms for

an annual or up-front license fee (whichever is higher) of less than $100,000) (“Inbound

Intellectual Property License”), (B) Parent or the Company Group grants a license to or

covenant not to sue with respect to any Parent Intellectual Property or Company Group

Intellectual Property, except for non-exclusive rights that would not reasonably be

expected, individually or in the aggregate, to be materially adverse to the business of the

Company Group as currently conducted, (C) the Company Group has acquired any

material Company Group Intellectual Property from, or Parent has acquired on behalf of

the Company Group any material Parent Intellectual Property from, any third party

(excluding employees and independent contractors), or (D) the Company Group retains a

third party (other than employees or independent contractors) to perform development of

Intellectual Property relating to the business of the Company Group or performs joint

development with a third party relating to the business of the Company Group, in each

case excluding any Contracts with annual or up-front (whichever is higher) payments of

less than 1,000,000; excluding in each case any Transaction Agreements and any

Intercompany Agreements;

(vi) covering real property; or

(vii) relating to the employment by any Company Group member of any

of its or their employees that provides for payment of base salary or base wage rate in

excess of $250,000 per year (other than offer letters to “at will” employees issued in the

ordinary course of business).

Each Contract set forth in Section 3.9(a) of the Disclosure Letter, together with

each contract of the type described in subclauses (i)–(vii) above that is entered into after the date

of this Agreement and prior to the Closing Date, is referred to herein as a “Material Contract”.

(b) Parent has made available to Buyer a true, correct and complete copy of

each Material Contract as of the date of this Agreement. As of the date of this Agreement, each

Material Contract is valid and binding on the applicable member of the Company Group

(subject, in each case, to applicable bankruptcy, fraudulent transfer, insolvency, moratorium or

similar Laws of general application relating to or affecting creditors’ rights generally and except

for the limitations imposed by general principles of equity) and in full force and effect with

respect to the applicable member of Company Group and, to the Knowledge of Parent, the other

parties thereto, except for any such failure to be valid or binding or in full force and effect as is

not and would not reasonably be expected to, individually or in the aggregate, material to the

Company Group, taken as a whole. As of the date of this Agreement, no member of the

Company Group nor, to the Knowledge of Parent, any other party to a Material Contract is in

breach of or default under a Material Contract, except for such breaches or defaults that are not

and would not reasonably be expected to be, individually or in the aggregate, material to the

Company Group, taken as a whole. As of the date of this Agreement, no member of the

Company Group has received any notice of termination or cancellation under any Material

Contract.

Section 3.10 Compliance with Applicable Laws; Permits. The Company Group is, and

since May 13, 2016 has been at all times, in compliance in all material respects with all

applicable Laws. The Company Group has, or has the benefit of by virtue of being an Affiliate

of Parent, all Permits necessary for the conduct of the business of the Company Group as

currently conducted, and the business of the Company Group has been since May 13, 2016 and is

being conducted in compliance in all material respects with all such Permits. The Company

Group is not in material default or violation, and, to the Knowledge of Parent, no event has

occurred which, with notice or the lapse of time or both, would constitute a material default or

violation of any term, condition or provision of any material Permit.

Section 3.11 Intellectual Property.

(a) Section 3.11(a) of the Disclosure Letter sets forth a list of all of the

following that is owned by the Company Group as of the date of this Agreement (the “Company

Group Registered IP”): (i) issued patents and pending patent applications; (ii) registered

trademarks and pending applications for registration of trademarks, (iii) registered copyrights,

and (iv) material registered Internet domain names. The Company Group owns the Company

Group Registered IP free and clear of all Liens, except Permitted Liens. The Company Group

Registered IP is subsisting and, to the Knowledge of Parent, valid and enforceable. To the

Knowledge of Parent, all other Company Group Intellectual Property is valid and enforceable.

(b) The Company Group solely and exclusively owns (free and clear of all

Liens other than Permitted Liens) all Company Group Intellectual Property. To the Knowledge

of Parent, the Company Group has not identified in any of its written development plans in

existence as of the date of this Agreement any licenses to be obtained for any specific Intellectual

Property owned by a third party that is not presently licensed to Parent or the Company Group, in

each case excluding (i) licenses to be obtained in the ordinary course of business with respect to

the Company IT Systems and (ii) other licenses for the use of commercially-available software

or data available on commercially-available terms for an annual or up-front license fee

(whichever is higher) of less than $1,000,000.

Group as currently conducted does not infringe, misappropriate or otherwise violate and has not

since May 13, 2016 infringed, misappropriated or otherwise violated any Person’s Intellectual

Property and there is no claim of such infringement, misappropriation or other violation pending

or threatened in writing against Parent or the Company Group. Neither the Parent nor the

Company Group has received any written (or, to the Knowledge of the Parent, unwritten) notice

from any Person in the two (2) years prior to the date hereof challenging the ownership, use,

validity or enforceability of any material Parent Intellectual Property or any material Company

Group Intellectual Property. This Section 3.11(c) constitutes the sole and exclusive

representation and warranty of Parent with respect to any actual or alleged infringement,

misappropriation or other violation of any Intellectual Property of any other Person.

(d) To the Knowledge of Parent, no Person is infringing, misappropriating or

otherwise violating and no Person has infringed, misappropriated or otherwise violated any

Parent Intellectual Property or Company Group Intellectual Property. Neither Parent nor the

Company Group has brought any claims relating to the infringement, misappropriation or other

violation of any Parent Intellectual Property or Company Group Intellectual Property against any

Person since May 13, 2016.

(e) Parent and its Subsidiaries have taken commercially reasonable measures

to protect the confidentiality of the material Trade Secrets of the Company Group. No Trade

Secret material to the Company Group has since May 13, 2016 been authorized to be disclosed

or, to the Knowledge of Parent, has been actually disclosed by the Parent, its Subsidiaries or the

Company Group to any of their past or present employees or any third party other than pursuant

to a non-disclosure agreement restricting the disclosure and use thereof. Parent and its

Subsidiaries (i) have policies whereby employees and contractors of Parent and its Subsidiaries

who create or develop material Intellectual Property on behalf of or for the benefit of the

Company Group are required to assign to Parent or its Subsidiaries all of such employee’s or

contractor’s rights in such Intellectual Property and (ii) all such employees and contractors have

executed valid written agreements pursuant to which such Persons have assigned (or are

obligated to assign) to Parent or its Subsidiaries all of such employee’s or contractor’s rights in

such Intellectual Property.

(f) No government funding and no facilities or other resources of any

university, college, other educational institution or research center were used in the development

of any Parent Intellectual Property or Company Group Intellectual Property, nor does any

Governmental Authority or any university, college, other educational institution, or research

center own, has made a claim to own, have any other rights in or to (including through any

Intellectual Property License), or have any option to obtain any rights in or to, any Parent

Intellectual Property or Company Group Intellectual Property.

(g) Except as is not and would not reasonably be expected to be, individually

or in the aggregate, material to the Company Group taken as a whole: (i) the Company Group

owns or has a valid right to use all material Company IT Systems; (ii) the Parent or the Company

Group, as applicable, has taken reasonable measures to maintain the performance and security of

the Company IT Systems; and (iii) to the Knowledge of Parent, the Company IT Systems have

not suffered any security breach or material malfunction or failure in the twelve (12) months

prior to the date of this Agreement that has caused a significant disruption in the business of the

Company Group and has not been remediated in all material respects.

(h) The Parent has policies and procedures in place for identifying any Open

Source Software used in a product prior to the commercial sale of such product, and determining

whether such Open Source Software should be removed or replaced prior to such commercial

sale. No Open Source Software is or has been included, incorporated or embedded in, linked to,

combined or distributed with or used in the development, maintenance, operation, delivery or

provision of any Parent Software or the Company Group Software, in each case, in a manner that

currently requires or obligates the Parent or the Company Group, based solely on the manner in

which the Parent Software or the Company Group Software is as of the date of this Agreement

used in the operation of the business of the Company Group as currently conducted, to disclose,

contribute, distribute, license or otherwise make available to any Person (including the open

source community) the source code for any Parent Software or the Company Group Software, as

applicable.

(i) Section 3.11(i) of the Disclosure Letter sets forth a complete list of all

Contracts pursuant to which any member of the Company Group is obligated to provide to any

Person (other than Parent or its Subsidiaries or the Company Group) the source code for any

Parent Software or Company Group Software that is material to the conduct of the business of

the Company Group as currently conducted (but excluding any such obligation arising under any

Open Source Software licenses) or pursuant to which the source code or related proprietary

information of the Parent for any such Parent Software or the Company Group for any such

Company Group Software is deposited in or required to be deposited in escrow.

Section 3.12 Privacy and Data Security.

(a) Except as is not and would not reasonably be expected to, be individually

or in the aggregate, material to the Company Group, taken as a whole, the Company Group and

to the Knowledge of Parent, any Person acting for or on the Company Group’s behalf have at all

times since May 13, 2016 complied with (i) all applicable Privacy Laws (to the extent applicable

to the Company Group with respect to Persons acting for or on behalf of the Company Group),

(ii) all of the Company Group’s written policies and notices regarding Personal Information, and

(iii) all of the Company Group’s contractual obligations with respect to the receipt, collection,

compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and

administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal

Information. The Company Group has not received in the past twelve (12) months prior to the

date of this Agreement any written notice of any claims (including notice from third parties

acting on its behalf) of, or been charged with, the violation of, any Privacy Laws, applicable

privacy policies, or contractual commitments with respect to Personal Information. Since May

13, 2016 none of the Company Group’s privacy policies or notices have contained any material

omissions or been misleading or deceptive in a manner that is not in compliance in all material

respect with applicable Privacy Laws.

(b) The Company Group has (i) implemented and at all times since May 13,

2016 maintained reasonable safeguards to protect Personal Information in its possession or under

its control against loss, theft, misuse or unauthorized access, use, modification or disclosure; and

(ii) when engaging third-party service providers, outsourcers, processors or other third parties

who process, store or otherwise handle Personal Information for or on behalf of the Company

Group, made commercially reasonable efforts to ensure that such third parties have (A) agreed to

comply with applicable Privacy Laws and (B) have taken reasonable steps to protect and secure

the Personal Information from loss, theft, misuse or unauthorized access, use, modification or

disclosure in connection with their performance of services for the benefit of the Company

Group. Since May 13, 2016, to the Knowledge of Parent, any third party who has provided

Personal Information to the Company has done so in compliance in all material respects with

applicable Privacy Laws, including providing any notice and obtaining any consent required.

breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal

Information in the possession or control of the Company Group or collected, used or processed

by or on behalf of the Company Group and the Company Group has not provided or been

required to provide any notices to any Person in connection with a disclosure of Personal

Information. The Company Group has implemented reasonable disaster recovery and business

continuity plans, and taken actions consistent with such plans, to the extent required, to

safeguard the data and Personal Information in its possession or control. Since May 13, 2016 the

Company Group has undertaken commercially reasonable privacy and data security testing or

audits at reasonable and appropriate intervals. In the six (6) months prior to the date of this

Agreement, the Company Group has conducted a reasonable external penetration test using a

qualified independent consulting firm, which did not identify any uncontained privacy or data

security breaches, material issues, vulnerabilities or threats. Neither the Company Group nor any

third party acting at the direction or authorization of the Company Group has paid (i) any

unlawful perpetrator of any data breach incident or cyber-attack or (ii) any third party with actual

or alleged information about a data breach incident or cyber-attack, pursuant to a request for

payment from or on behalf of such perpetrator or other third party with respect to such data

breach incident or cyber-attack.

Section 3.13 Broker’s Fees. None of Parent or its Subsidiaries has employed any

broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions,

finder’s fees or advisor’s fees in connection with any of the Transactions for which any member

of the Company Group will be liable.

Section 3.14 Affiliate Transactions. There are no legally binding transactions,

agreements, arrangements or understandings between or among Parent or any Affiliate thereof or

any current officer or director of any member of the Company Group, on the one hand, and any

member of the Company Group, on the other hand (an “Affiliate Transaction”), other than (a)

with respect to officers and directors of the Company Group, offer letters and other agreements

related to employment or employment terms, (b) the Transaction Agreements or such other

Contracts expressly described in the Transaction Agreements or (c) as will be terminated as of

the Closing pursuant to Section 5.7.

Section 3.15 Financial Statements; Undisclosed Liabilities.

(a) The unaudited financial statements of the Company Group set forth in

Section 3.15(a) of the Disclosure Letter, as of and for the year ended December 31, 2017 (the

“Financial Statements”) (i) were derived from the books and records of GM PubCo and financial

data used in the preparation of the audited consolidated financial statements of GM PubCo as of

and for the year ended December 31, 2017 that were included in GM PubCo’s Annual Report on

Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), (ii) are based

on allocations of certain costs of GM PubCo to the Company Group based on reasonable, good

faith management assumptions utilized in the ordinary course of preparing the 2017 Form 10-K,

(iii) were prepared in conformity with GAAP applied on a consistent basis, except for (A) the

absence of notes, (B) income tax asset, liability and expense accounts, which are included for

consolidated reporting purposes solely at the GM PubCo level, but which are not included in the

Financial Statements, (C) the absence of incentive compensation costs relating to engineering

expenses incurred by Parent on behalf of the Company Group, and (D) the application of

purchase accounting to the acquisition of Strobe, Inc. and (iv) fairly present, in all material

respects, the financial position of the Company Group as of the date thereof and for the period

indicated therein, except as otherwise noted therein and for the impact of items referred to above

(including, for the avoidance of doubt, subclauses (iii)(B), (iii)(C) and (iii)(D) of this Section

3.15(a)), and, subject to (1) the fact that the Company Group was not operated on a stand-alone

basis during such period and (2) the fact that the Financial Statements (and the allocations and

estimations made by the management of GM PubCo in preparing such Financial Statements)

(x) were prepared for and utilized in the 2017 Form 10-K, (y) are not necessarily indicative of

the costs that would have resulted if the Company Group had been operated on a stand-alone

basis during such period, and (z) may not be indicative of any such costs to the Company Group

that will result following the Closing.

(b) Except (i) as and to the extent reserved or reflected against in the Financial

Statements, (ii) for Liabilities incurred by the Company Group in the ordinary course of business

or as reasonably required in connection with this Agreement or any other Transaction Agreement

or the Transactions, (iii) for Liabilities that are expressly disclosed in the Disclosure Letter,

(iv) as contemplated in subclauses (iii)(B), (iii)(C) and (iii)(D) of Section 3.15(a), and (v) for

Liabilities that are not and would not reasonably be likely to be, individually or in the aggregate,

material to the Company Group, taken as a whole, there are no Liabilities of the Company Group

of any kind.

in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets in

all material respects. None of Parent, any member of the Company Group or its or their

independent auditors has identified or been made aware of (i) any fraud, whether or not material,

that involves the Company Group’s management or any other current or former employee,

consultant, contractor or manager of the Company Group who has a role in the preparation of

financial statements or the internal accounting controls utilized by the Company Group, or (ii)

any claim or allegation in writing regarding any of the foregoing.

Section 3.16 Absence of Certain Changes. Except as expressly contemplated by this

Agreement, between December 31, 2017 and the date of this Agreement (a) there has not been a

Material Adverse Effect and (b) the Company Group has not suffered any damage, destruction or

loss of any material property or material asset, except ordinary wear and tear.

Section 3.17 Real Property The Company Group does not currently own, and has never

in the past owned, any real property. Section 3.17 of the Disclosure Letter sets forth a complete

list of all real property and interests in real property leased by the Company Group as lessee or

sublessee (individually, a “Real Property Lease” and collectively, the “Real Property Leases”

and such related properties being referred to herein individually as a “Company Property” and

collectively as the “Company Properties”). The Company Properties constitute all interests in

real property currently used or currently held for use in connection with the business of the

Company Group. The Company Group has a valid and enforceable leasehold interest, free and

clear of any Liens, other than Permitted Liens, under each of the Real Property Leases, and has

not granted any other Person the right to occupy any of the premises subject to a Real Property

Lease.

Section 3.18 Tangible Personal Property. The Company Group has good and

marketable title to, or, in the case of leased properties and assets, valid leasehold interests in, all

of the material items of tangible personal property used or held for use in the business of the

Company Group (except as sold or disposed of subsequent to the date hereof in the ordinary

course of business), free and clear of any and all Liens, other than Permitted Liens and such

imperfections of title, if any, that do not materially interfere with the present value of such

property.

Section 3.19 Applicable ABAC/AML/Trade Laws. Since May 13, 2016:

(a) To the Knowledge of Parent, neither the Company Group nor any

Associated Person of the Company Group has violated any of the Applicable ABAC Laws,

Applicable AML Laws or Applicable Trade Laws.

(b) To the Knowledge of Parent, neither the Company Group nor any

Associated Person of the Company Group has (i) been fined or otherwise penalized under any of

the Applicable ABAC Laws, Applicable AML Laws or Applicable Trade Laws, (ii) received a

written notice from a Governmental Authority concerning an actual or possible violation by the

Company Group or any Associated Person of the Company Group of any of the Applicable

ABAC Laws, Applicable AML Laws or Applicable Trade Laws or (iii) received any other report

or discovered any evidence suggesting that the Company Group or any Associated Person of the

Company Group has violated any of the Applicable ABAC Laws, Applicable AML Laws or

Applicable Trade Laws.

the Company Group is a Blocked Person or, to the Knowledge of Parent, has done anything that

is likely to result in it or them becoming a Blocked Person.

Section 3.20 Insurance. All insurance policies held by or applicable to the Company

Group are in full force and effect. As of the date of this Agreement, no notice of cancellation or

termination has been received by Parent or any member of the Company Group with respect to

any of such insurance policies.

Section 3.21 No Other Representations and Warranties. Except for the representations

and warranties contained in Article IV or in any other Transaction Agreement, Parent and the

Company each acknowledge that none of Buyer, its Affiliates or its or their Representatives

(i) has made or makes any other express or implied representation or warranty, either written or

oral, including any representation or warranty as to the accuracy or completeness of any

information regarding Buyer or any of its Affiliates, or Representatives of any of the foregoing,

furnished or made available to Parent, the Company or their respective Affiliates or any

Representatives of the foregoing and (ii) except as expressly otherwise provided herein or in any

other Transaction Agreement, will have or be subject to any liability or indemnification

obligation to Parent, the Company or their respective Affiliates resulting from the delivery,

dissemination or any other distribution to Parent, the Company or their respective Affiliates or

any Representatives of the foregoing, or the use by Parent, the Company or their respective

Affiliates or any Representatives of the foregoing, of any materials, documentation estimates,

projections, forecasts, forward-looking information, business plans or other oral or other

information during the course of due diligence or any negotiation process (including information

memoranda, dataroom materials, projections, estimates, management presentations, budgets and

financial data and reports).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Company and Parent, as of the date

of this Agreement and as of the Closing Date, as follows:

Section 4.1 Corporate Organization. Buyer is a limited partnership duly organized,

validly existing and in good standing under the Laws of Delaware. Buyer has the power and

authority to own or lease all of its properties and assets and to carry on its business as it is now

being conducted. Buyer is duly qualified to do business, and is in good standing (if applicable)

in each jurisdiction in which the nature of its business or the ownership of its properties makes

such qualification necessary, except for where such failures to be so qualified and in good

standing do not and would not reasonably be expected to, individually or in the aggregate, delay

or impair the ability of Buyer to consummate the Transactions pursuant to the Transaction

Agreements to which Buyer is a party.

Section 4.2 Authority and Validity. Buyer has the corporate power and authority to

execute and deliver this Agreement and the other Transaction Agreements to which it is a party,

to perform its obligations hereunder and thereunder and to consummate the Transactions. The

execution and delivery of this Agreement and the other Transaction Agreements to which Buyer

is a party and the consummation of the Transactions pursuant to the Transaction Agreements to

which Buyer is a party, have been duly and validly authorized by Buyer and no other action on

the part of Buyer is necessary to approve the execution and delivery of this Agreement or the

other Transaction Agreements to which Buyer is a party or to consummate the Transactions

pursuant to the Transaction Agreements to which Buyer is a party. This Agreement and the

other Transaction Agreements to which Buyer is a party has been (or will be, as applicable) duly

and validly executed and delivered by Buyer and (assuming due authorization, execution and

delivery by the other parties thereto) constitutes, or will constitute (as applicable), valid and

binding obligations of Buyer, enforceable against Buyer in accordance with their respective

terms, except as may be limited by applicable bankruptcy, fraudulent transfer, insolvency,

moratorium or similar Laws of general application relating to or affecting creditors’ rights

generally and except for the limitations imposed by general principles of equity.

Section 4.3 Non-Contravention. Neither the execution, delivery and performance by

Buyer of this Agreement and the other Transaction Agreements to which Buyer is a party, nor

the consummation by Buyer of the Transactions contemplated by the Transaction Agreements to

which Buyer is a party, will conflict with, or result in any violation of or default (with or without

notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under,

any provision of (a) the governing documents of Buyer, or (b) any applicable Law or Order of

any Governmental Authority (except for such conflicts or violations, in the case of this clause

(b), that do not and would not reasonably be expected to, individually or in the aggregate, delay

or impair the ability of Buyer to consummate the Transactions contemplated by the Transaction

Agreements to which Buyer is a party).

Section 4.4 Consents and Approvals. No material consent, approval, waiver,

authorization, Order, Permit, registration, declaration, exemption, filing, notification or other

order of, or other action by, any Person is required or necessary for the execution, delivery and

performance by Buyer of this Agreement or any other Transaction Agreement to which Buyer is

a party or the consummation by Buyer of the transactions contemplated hereby or thereby, other

than (a) any filing required to obtain CFIUS Approval, (b) as may be required under any

applicable state securities or “blue sky” Laws, and (c) as may be required as a result of facts and

circumstances relating solely to the Company Group, Parent or their Affiliates, except for those

consents, approvals, waivers, authorizations, Orders, Permits, registrations, declarations,

exemptions, filings, notifications or other orders of, or other actions by, any Person that do not

and would not reasonably be expected to, individually or in the aggregate, delay or impair the

ability of Buyer to consummate the Transactions contemplated by the Transaction Agreements.

Section 4.5 Accredited Investor Status. Buyer is an “accredited investor” within the

meaning of Rule 501 under the Securities Act. Buyer is an informed and sophisticated investor

in securities and has sufficient knowledge and experience in financial and business matters to

evaluate the merits and risks of its investment in the Buyer Shares and to bear the economic risks

of such investment. Buyer has performed its own due diligence and business investigation with

respect to the Company and been afforded the opportunity to ask questions of the Company’s

management concerning the Company and the Buyer Shares. Buyer understands that its

investment in the Buyer Shares involves a significant degree of risk.

Section 4.6 Investment Intention; Sale or Transfer. Buyer is acquiring the Buyer

Shares solely for its own account, for investment purposes and not with a view to, or for offer or

sale in connection with, the distribution (as such term is used in Section 2(a)(11) of the Securities

Act) thereof. Buyer acknowledges that (a) the issuance of the Buyer Shares has not been and is

not being registered under the Securities Act or any applicable state securities laws, and cannot

be sold unless subsequently so registered or an exemption from such registration is available,

(b) the Buyer Shares may not be sold or otherwise transferred except pursuant to an effective

registration statement under the Securities Act or pursuant to an exemption from, or a transaction

not subject to, registration under the Securities Act and applicable securities laws, (c) neither the

Company nor any other Person is under any obligation to register the Buyer Shares under the

Securities Act or any state securities laws with respect to any offering thereof by Buyer or to

comply with the terms and conditions of any exemption thereunder, except as otherwise provided

in the Transaction Agreements, and (d) any sale or transfer of the Buyer Shares is subject to the

restrictions contained in, and must comply with the terms and conditions of, the LLC Agreement

applicable to such transfer or sale.

Section 4.7 Broker’s Fees. Neither Buyer nor any of its Affiliates have employed any

broker, finder or financial advisor or incurred any liability for any broker’s fees, commissions,

finder’s fees or financial advisor’s fees in connection with any of the Transactions.

Section 4.8 Legal Proceedings. As of the date of this Agreement, there are no Legal

Proceedings pending and, to the Knowledge of Buyer, there are no Legal Proceedings threatened

against Buyer or any of its Affiliates or any of their properties or assets, or any of the managers

or officers of the Buyer or its Affiliates with regard to their actions as managers or officers of the

Buyer or its Affiliates, before any Governmental Authority that will or would reasonably be

expected to, individually or in the aggregate, delay or impair the ability of Buyer to consummate

the Transactions pursuant to the Transaction Agreements to which Buyer is a party.

Section 4.9 Financial Capability. Buyer has and, at each of the Closing and the date

payment is due and payable pursuant to Section 2.02(b) of the LLC Agreement, will have,

uncalled capital commitments to fully pay and completely perform its payment obligations under

this Agreement and Section 2.02(b) of the LLC Agreement and the transactions contemplated

hereby and by Section 2.02(b) of the LLC Agreement. Such commitments, if funded, would not

violate any investment limitation pursuant to Buyer’s governing documents, in each case taking

into account all other investments made or to be made by Buyer.

Section 4.10 No Other Representations and Warranties; Non-Reliance on Parent

Estimates.

(a) Except for the representations and warranties contained in Article III,

Buyer acknowledges that none of Parent, the Company or their respective Affiliates or any

Representatives of the foregoing (i) has made or makes any other express or implied

representation or warranty, either written or oral, including any representation or warranty as to

the accuracy or completeness of any information regarding Parent, the Company or their

respective Affiliates or any Representatives of the foregoing, furnished or made available to

Buyer, its Affiliates or any of their Representatives and (ii) except as expressly otherwise

provided herein or in any other Transaction Agreement, will have or be subject to any liability or

indemnification obligation to Buyer, its Affiliates or any of its or their Representatives resulting

from the delivery, dissemination or any other distribution to Buyer, its Affiliates or any of its or

their Representatives, or the use by Buyer, its Affiliates or any of its or their Representatives, of

any materials, documentation estimates, projections, forecasts, forward-looking information,

business plans or other oral or other information during the course of due diligence or any

negotiation process (including information memoranda, dataroom materials, projections,

estimates, management presentations, budgets and financial data and reports).

(b) In connection with the due diligence investigation of the Company Group,

and the business thereof, by Buyer, Buyer and/or its Representatives have received and may

continue to receive from Parent, its Affiliates and the Company Group and their respective

Representatives certain estimates, projections, forecasts and other forward-looking information,

as well as certain business plan information, regarding the Company Group and its business and

operations. Buyer hereby acknowledges that there are uncertainties inherent in attempting to

make such estimates, projections, forecasts and other forward-looking statements, as well as in

such business plans, with which Buyer is familiar, that Buyer is taking full responsibility for

making its own evaluation of the adequacy and accuracy of all estimates, projections, forecasts

and other forward-looking information, as well as such business plans, so furnished to Buyer

(including the reasonableness of the assumptions underlying such estimates, projections,

forecasts, forward-looking information or business plans), and that Buyer has not relied on such

information.

ARTICLE V

ADDITIONAL COVENANTS AND AGREEMENTS

Section 5.1 Further Actions; Regulatory Approvals.

(a) The Parties agree to (i) make a draft joint voluntary notice to CFIUS as

soon as practicable following the Closing and (ii) promptly after responding to any comments

(either written or oral) from the CFIUS staff on the draft joint voluntary notice (or as soon as

possible after CFIUS staff confirms it has no comments to the draft joint voluntary notice), a

joint voluntary notice pursuant to the Exon-Florio Amendment to the Defense Production Act of

1950, 50 U.S.C. § 4565, as amended. Each Party further agrees to, subject to applicable Law

relating to the sharing of information, (A) provide each other as promptly as practicable with

such assistance as each reasonably requests for the purposes of such filings and (B) supply, as

promptly as practicable and advisable (and in any case in the time periods set forth by CFIUS),

any additional information and documentary material that may be required or requested by the

applicable Governmental Authority.

(b) The Parties shall use their reasonable best efforts to obtain CFIUS

Approval as promptly as practicable following the date of this Agreement; provided that Buyer

shall not be required to propose, agree to, commit to, effect or accept any Burdensome Condition

if such proposal, agreement, commitment, effect or acceptance is required to obtain the CFIUS

Approval.

its reasonable best efforts to cooperate reasonably with each other in connection with any filing

or submission with a Governmental Authority in connection with the Transactions and in

connection with any investigation or other inquiry by or before a Governmental Authority

relating to the Transactions. The Parties shall jointly develop and agree to a strategy for

obtaining CFIUS Approval and neither Party shall deviate from such mutually agreed approach

without the prior written consent of the other Party. No P arty shall communicate with any

Governmental Authority regarding the CFIUS filing, CFIUS review or investigation, o r other

inquiry without giving the other P arty sufficient prior notice of such communication and the

opportunity to review and comment on any proposed written communication and, with respect to

any oral communication, to the extent permitted by such Governmental Authority, to attend

and/or participate in such conversation or meeting. The Parties shall keep each other timely

apprised of any inquiries or requests for additional information from any Governmental

Authority, and shall comply as promptly as practicable and advisable with any such reasonable

inquiry or request. Notwithstanding any other provision in this Agreement, the Buyer, Parent

and the Company shall n o t have any obligations to share with the other any confidential

business information unrelated to the Transactions, including to the extent such information

is requested by CFIUS.

(d) In connection with, and without limiting or expanding, the obligations set

forth in this Section 5.1, each of the Parties agrees to use, and to cause their Affiliates to use,

reasonable best efforts to consummate the Transactions as expeditiously as possible, including (i)

litigating (or defending) against any administrative or judicial action or proceeding (including

any proceeding seeking a temporary restraining order or preliminary injunction) challenging the

Transactions as violative of any Law, and (ii) resolving objections by a Governmental Authority

as a condition to permit the Transactions to close without challenge. The Parties shall respond to

and seek to resolve as promptly as reasonably practicable any objections asserted by any

Governmental Authority with respect to the Transactions.

(e) For the avoidance of doubt (and notwithstanding Section 5.1(b)), neither

CFIUS Approval nor the receipt of any approval, consent, registration, Permit, authorization or

other confirmation from any Governmental Authority (or the expiration of any waiting period

under the antitrust Laws of any jurisdiction) shall be a condition to the Closing, and, without

limiting the generality of the foregoing, the failure to obtain CFIUS Approval or any such other

approval, consent, registration, Permit, authorization or other confirmation shall not affect or

limit the obligations of any Party to consummate the Issuance on the terms set forth in this

Agreement or give any rights or remedies to Buyer or its Affiliates with respect to the Issuance.

(f) Notwithstanding anything to the contrary in this Agreement (including the

first sentence of Section 5.1(b)), (i) none of Parent nor any of its Subsidiaries or other Affiliates

shall be required to offer or commit to hold separate, sell, divest or dispose, or suffer any

restriction on the operation, of any assets, properties or businesses of Parent or any of its

Subsidiaries or other Affiliates (including the members of the Company Group), and (ii) none of

Buyer nor any of its Subsidiaries or other Affiliates shall be required to offer or commit to sell,

divest or dispose, or, without prejudice to the remainder of Buyer’s obligations in this Section

5.1 to obtain the CFIUS Approval (including the obligation to accept the measures set forth in

parts (A) through (D), inclusive, in the definition of Burdensome Condition, if required by

CFIUS to obtain CFIUS Approval), suffer any restriction on the operation, management, or

governance of, any assets, properties of Buyer or businesses of any portfolio companies (as such

term is commonly understood in the private equity industry) of Buyer or its Subsidiaries or other

Affiliates or, with the sole exception of the Company, any companies in which Buyer or any of

Buyer’s Subsidiaries or other Affiliates hold a minority equity position.

Section 5.2 Initial Employee Equity Plan. Prior to, or as soon as reasonably

practicable following the Closing, Parent shall establish an equity-based Employee Incentive

Program (the “EIP”) pursuant to which certain employees of the Company Group may be

granted equity-based incentive compensation awards with respect to the equity interests of the

Company following the Closing. The terms and conditions of the EIP shall be consistent with

those set forth on Section 5.2 of the Disclosure Letter.

Section 5.3 Cooperation. Except as otherwise provided herein, in case at any time

after the date of this Agreement any further action is necessary to carry out the purposes of this

Agreement, the Parties agree to use their commercially reasonable efforts to take or cause to be

taken all such reasonably necessary or appropriate action in accordance with and subject to the

terms of this Agreement.

Section 5.4 Publicity. None of the Parties shall issue any press release or public or

other widely disseminated announcement concerning this Agreement or the Transactions, or

make any other public or other widely disseminated disclosure regarding the terms of this

Agreement or the Transactions without obtaining the prior written approval of the other Parties,

which approval in any such case shall not be unreasonably withheld or delayed; provided,

however, that no Party shall be required to obtain such approval if, in its reasonable judgment,

disclosure is required by applicable Law or by the applicable rules of any stock exchange on

which such Party or its Affiliates lists securities; provided further, that the initial press release

and the other initial public communications following the signing of this Agreement shall be in

such forms as have been previously reviewed by and coordinated among the Parties.

Notwithstanding the foregoing, nothing in this Section 5.4 shall prohibit (a) Parent or any of its

Affiliates from (i) making internal announcements to, or otherwise communicating with, their

respective employees or (ii) communicating with, and making disclosures to, investors, in each

case so long as such announcements, communications and disclosures are consistent in all

material respects with, and with no more detail than, the Parties’ prior public disclosures

regarding the Transactions or (b) Buyer and its Affiliates from (i) making internal

announcements to, or otherwise communicating with, their respective employees or (ii)

communicating with, and making disclosures to, investors, in each case so long as such

announcements, communications and disclosures are consistent in all material respects with, and

with no more detail than, the Parties’ prior public disclosures regarding the Transactions. At and

after the Closing, the rights and obligations of Buyer and Parent with respect to the disclosure of

information related to the Transactions or the Company Group will be governed exclusively by

the LLC Agreement.

Section 5.5 Transfer Taxes. Any transfer, documentary, sales, use, stamp, registration

or other such Taxes, and all conveyance fees, recording charges and other fees and charges

(including any penalties and interest) (“Transfer Taxes”) incurred in connection with the

consummation of the Restructuring shall be paid by Parent when due, and any Transfer Taxes

incurred in connection with the Issuance shall be paid by Buyer when due. The Company shall

file all necessary Tax Returns and other documentation with respect to all Transfer Taxes and, if

required by applicable law, Parent and Buyer will, and will cause their Affiliates, to join in the

execution of any such Tax Returns and other documentation.

Section 5.6 Parent Additional Contribution; Definitive Documents.

(a) At the Closing, Parent shall contribute to the Company an amount equal to

$1,100,000,000 in cash (the “Parent Contribution”), and, in exchange therefor and for the

transfer of the Transferred Entities as part of the Restructuring and the grant of certain rights by

Parent to the Company under the IP Matters Agreement, the Company shall issue, assign, convey

and deliver to Parent, at the Closing, 1,100,000 Class A-2 Preferred Shares and five 5,500,000

Class C Common Shares (the “Parent Shares”), free and clear of all Liens (other than any Liens

under securities Laws or Liens or other transfer restrictions under the LLC Agreement).

(b) Subject to the last sentence of this Section 5.6(b), between the date of this

Agreement and the Closing Date, Parent will use commercially reasonable efforts to prepare

definitive agreements (each, a “Commercial Agreement”) with respect to the Service Parts

Supply Agreement Term Sheet, the Vehicle Supply Agreement Term Sheet, the Fleet Financing

Agreement Term Sheet and the Connected Services Supply Agreement Term Sheet, which such

term sheets have been agreed to by the Parties on the date of this Agreement (the “Commercial

Agreement Term Sheets”), which Commercial Agreements shall and must be on terms and

conditions consistent in all material respects with the terms and conditions set forth in the

applicable Commercial Agreement Term Sheet. Parent will provide Buyer with a reasonable

opportunity to review each such Commercial Agreement prior to the finalization and execution

thereof. Notwithstanding anything to the contrary in this Section 5.6(b) or otherwise in this

Agreement, the failure by Parent to prepare or finalize any Commercial Agreement prior to the

Closing Date in and of itself shall not constitute a breach by Parent or the Company of their

respective obligations under this Agreement or otherwise give rise to the failure of any condition

set forth in Article VI.

relevant Commercial Agreement Term Sheet relating thereto shall automatically, and without

any further action by any Person, be deemed null and void and removed as an Exhibit hereto and

such Commercial Agreement shall be inserted as the relevant Exhibit and shall be executed and

delivered by the parties thereto at Closing. In the event one or more of the Commercial

Agreements has not been finalized on or prior to Closing, then (i) each Commercial Agreement

Term Sheet related to such Commercial Agreements will be executed and delivered by Parent

and the Company (or one or more of their designated Affiliates, as applicable) at the Closing and

will constitute a valid and binding Contract (and will, prior to the finalization of a definitive

agreement with respect thereto, be deemed a Commercial Agreement) in accordance with the

terms thereof, and (ii) Parent and the Company will continue to use commercially reasonable

efforts to finalize a definitive agreement with respect to such Commercial Agreement as

promptly as practicable in a manner consistent with Section 5.6(b) (and it being understood, for

the avoidance of doubt, that Buyer shall continue to have the rights of review provided to it

under Section 5.6(b) with respect to such agreements) and (iii) upon finalization of each such

Commercial Agreement, such Commercial Agreement will be promptly executed by the parties

thereto and will replace (and render null and void, other than for such matters as may be

identified in the relevant Commercial Agreement) the relevant Commercial Agreement Term

Sheet(s).

Section 5.7 Termination of Intercompany Arrangements; Preservation of Agreements.

(a) Effective as of not later than immediately prior to the Closing, except as

set forth on Section 5.7(a) of the Disclosure Letter, Parent shall take all necessary action to cause

all Intercompany Accounts in respect of intercompany financing or cash management activities

(and excluding, for clarity, ordinary course trade payables) then existing to be settled by way of

capital contribution (including a contribution in respect of existing shares or in exchange for

newly issued shares), dividend (in cash or in kind) or other repayment. For the avoidance of

doubt, except as expressly contemplated by any of the Commercial Agreements or on Section

5.7(a) of the Disclosure Letter, as of immediately prior to the Closing all Intercompany Accounts

in respect of intercompany financing or cash management activities (and excluding, for clarity,

ordinary course trade payables) will be settled and no member of the Company Group will have

any liabilities with respect thereto.

(b) Except as provided in Section 5.7(a) or as expressly identified on

Section 5.7(b) of the Disclosure Letter, the Parties each agree that all written agreements,

arrangements, commitments and understandings between any member or members of the

Company Group, on the one hand, and Parents or its Subsidiaries (other than the members of the

Company Group), on the other hand (the “Intercompany Agreements”), shall terminate

immediately prior to the Closing. For the avoidance of doubt, except as provided in Section

5.7(a), the Commercial Agreements or as expressly identified on Section 5.7(b) of the Disclosure

Letter, as of immediately prior to the Closing no Intercompany Agreements will remain in effect.

Section 5.8 Pre-Closing Restructuring.

(a) Prior to the Closing, Parent shall, and shall cause its applicable

Subsidiaries to, perform certain restructuring activities necessary so that the Transferred Entities

will become Subsidiaries of the Company (the “Restructuring”). The Restructuring shall consist

of those steps, actions and matters set forth on Section 5.8 of the Disclosure Letter and in no

event will Parent or its Affiliates allocate or otherwise assign any liabilities to any member of the

Company Group in connection with the Restructuring (provided that, for the avoidance of doubt,

(i) any liability of the Transferred Entities will be retained by the Company Group and (ii) any

liability allocated to the Company Group in any of the Transaction Agreements will remain a

liability of the Company Group in accordance with the terms thereof). Any material changes to

Section 5.8 of the Disclosure Letter proposed by Parent after the date hereof and at any time

prior to the Closing shall be subject to Buyer’s prior written consent, with such changes that are

approved in writing by the Buyer to be incorporated into a revised, amended and restated Section

5.8 of the Disclosure Letter.

(b) Following the Restructuring, Parent shall retain in perpetuity the sole and

exclusive right to waive the joint-client privilege held by Parent and the Company and/or any of

the Transferred Entities covering legal services rendered at any time, irrespective of what

information or communications the privilege covers, regardless of whether the privileged

material is a communication solely between Parent’s (or its Affiliates’) attorneys and the

Company and/or the Transferred Entities. Parent shall retain this right in all circumstances,

including circumstances in which there is adversity between Parent and the Company and/or any

of the Transferred Entities, and none of the Transactions shall affect this retention.

completed by Parent or its applicable Subsidiaries prior to or substantially concurrent with the

Closing.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1 Conditions Precedent to Obligations of the Parties. The respective

obligation of each Party hereto to consummate the Transactions is subject to there not being in

effect any Law or Order enacted or entered by a Governmental Authority of competent

jurisdiction restraining, enjoining or otherwise prohibiting the Closing.

Section 6.2 Conditions Precedent to Obligations of Buyer. The obligation of Buyer to

consummate the Transactions is further subject to the satisfaction or waiver, in writing, on or

prior to the Closing Date, of the following conditions:

(a) the Restructuring shall have been completed prior to or substantially

concurrent with the Closing in accordance with Section 5.8(a);

(b) the Parent Contribution shall have occurred prior to the Closing; and

deliverables set forth in Section 2.3.

Section 6.3 Conditions Precedent to Obligations of Parent. The obligation of Parent to

consummate the Transactions is further subject to the satisfaction or waiver, in writing, on or

prior to the Closing Date, of Buyer’s delivery of each of the deliverables set forth in Section 2.2.

ARTICLE VII

TERMINATION

Section 7.1 Termination.

This Agreement may be terminated and the Transactions may be abandoned at

any time prior to the Closing:

(a) by mutual written consent of Parent and Buyer;

(b) by either Parent or Buyer, by written notice to the other, if any

Governmental Authority shall have issued or granted an Order or taken any other action

permanently restraining, enjoining or otherwise prohibiting the Closing and such Order or other

action is, or shall have become, final and non-appealable; provided; that the Party seeking to

terminate this Agreement pursuant to this Section 7.1(b) shall not be in material breach of any

representation, warranty, covenant or agreement of such Party in this Agreement;

shall not have occurred on or before November 27, 2018 or such other date that Parent and Buyer

may agree upon in writing; provided, however, that the Party seeking to terminate this

Agreement pursuant to this Section 7.1(c) shall not be in material breach of any representation,

warranty, covenant or agreement of such Party in this Agreement;

(d) by Parent, if (i) the conditions set forth in Section 6.1 and Section 6.2

(other than those conditions that by their nature are to be satisfied by actions taken at the

Closing; provided that each such condition is then capable of being satisfied at a Closing on such

date, other than solely by virtue of Buyer’s failure to effect the Closing) have been satisfied or

waived, (ii) Buyer fails to deliver the Purchase Price on or prior to the time that the Closing

should have occurred pursuant to Section 2.1, (iii) Parent shall have given Buyer written notice

following the satisfaction of such conditions to the extent specified in the foregoing clause (d)(i)

that Parent stood and continues to stand ready, willing and able to consummate the Issuance, and

(iv) Buyer fails to consummate the Issuance on or prior to the date that is three (3) Business Days

after the delivery of the notice described in clause (d)(iii);

Section 7.2 Effect of Termination. In the event of termination of this Agreement as

provided in this Article VII, this Agreement shall forthwith become null and void and have no

effect and the obligations of the Parties under this Agreement shall terminate, except for the

obligations set forth in Section 5.4, this Article VII, Section 9.1, Section 9.2, as well as the other

provisions of Article IX to the extent applicable to such surviving sections; provided however,

that (i) no Party shall be relieved or released from any Liability arising out of intentional fraud

based on a false representation or its willful and intentional breach of any provision of this

Agreement or from any rights, claims, causes of action or remedies arising from such fraud or

willful and intentional breach and (ii) without limiting the generality of clause (i), this Section

7.2 will not relieve or release Buyer from any liability (or otherwise impair Parent’s and the

Company’s right to pursue any remedies that may be available to them) in the event Parent

terminates this Agreement pursuant to Section 7.1(d). Each Party’s rights of termination under

this Article VII are in addition to any other rights it may have under this Agreement, applicable

Law or otherwise, and the exercise of a right of termination shall not constitute an election of

remedies.

ARTICLE VIII

INDEMNIFICATION; CERTAIN REMEDIES

Section 8.1 Survival.

(a) The representations and warranties of (i) Parent set forth in Sections 3.1,

3.2, 3.5 and 3.13 (together with the representations and warranties of Parent set forth in Section

3.7, the “Parent Fundamental Reps”), shall survive the Closing until the date that is five (5) years

from the Closing Date, (ii) Parent set forth in Article III, excluding the Parent Fundamental

Reps, shall survive the Closing until the date that is twelve (12) months from the Closing Date,

(iii) Parent set forth in Section 3.7, shall survive the Closing until the date that is six (6) years

from the Closing Date, (iv) Parent set forth in Section 3.11, shall survive the Closing until the

date that is three and a half (3.5) years from the Closing Date, (v) Buyer set forth in Sections 4.1,

4.2, 4.5 and 4.7 (the “Buyer Fundamental Reps”) shall survive the Closing until the date that is

five (5) years from the Closing Date and (vi) Buyer set forth in Article IV, excluding the Buyer

Fundamental Reps (the “Buyer Non-Fundamental Reps”), shall survive the Closing until the date

that is twelve (12) months from the Closing Date.

(b) The covenants and agreements of a Party set forth in this Agreement to be

performed prior to the Closing shall not survive the Closing; provided, that Section 5.7 shall

survive the Closing until the date that is twelve (12) months from the Closing Date. The

covenants and agreements of a Party set forth in this Agreement to be performed at or following

the Closing shall survive the Closing for the time period contemplated for performance (or, if no

time period for performance is contemplated, until the third (3rd) anniversary of the Closing

Date) or, if earlier, until fully performed. Notwithstanding the foregoing, if a written claim or

written notice is given in good faith under this Article VIII with respect to any representation,

warranty, covenant or agreement prior to the expiration of the applicable period during which

such representation, warranty, covenant or agreement survives, in each case as set forth in this

Section 8.1 (such period with respect to such representation, warranty, covenant or agreement,

the “Survival Period”), the claim with respect to such representation, warranty, covenant or

agreement shall continue until such claim is finally resolved. Any claims for indemnification for

which notice under this Article VIII is not timely delivered prior to the end of the Survival

Period shall be expressly barred and are hereby waived.

Section 8.2 Indemnification by Parent.

(a) Subject to the provisions of this Article VIII, Parent hereby agrees to

defend, indemnify and hold harmless Buyer and its Affiliates, and any Representatives of any of

the foregoing, and Buyer’s successors and assigns from and against, and shall compensate and

reimburse them for, any and all Losses (regardless of whether or not such Losses relate to any

Third Party Claim) based upon, arising out of or resulting from:

(i) any breach of or inaccuracy in any of the representations or

warranties made by Parent in this Agreement; provided, that for purposes of this Section

8.2(a)(i) any limitations or qualifications regarding “materiality” or similar terms or

qualifications limiting the scope of such representations or warranties of Parent shall be

disregarded (other than as set forth in the definitions of Material Contract and Permitted

Liens, and the first sentence of Section 3.8(c), the last instance in Section 3.10, Section

3.11(i), Section 3.15, Section 3.16 and Section 3.18); or

(ii) any breach of or failure to perform any of Parent’s or the

Company’s covenants or agreements contained in this Agreement.

(b) Subject to the provisions of this Article VIII, Parent hereby agrees to

defend, indemnify and hold harmless the Company for any and all Taxes (other than Taxes

attributable to the Company or any of its Subsidiaries) required to be paid by the Company or

any of its Subsidiaries to a taxing authority pursuant to Treasury Regulations Section 1.1502-6

(or any analogous or similar provision of U.S. state or local, or non-U.S. law) as a result of being

a member of the GM Affiliated Group (or any other affiliated, consolidated, combined or unitary

group of which the Parent is or was a member) during a pre-Closing Taxable Period (or portion

thereof).

Section 8.3 Indemnification by Buyer.

Subject to the provisions of this Article VIII, Buyer hereby agrees to defend,

indemnify and hold harmless the Company, Parent and each of their Affiliates, and any

Representatives of any of the foregoing, and each of the successors and assigns of any the

foregoing, from and against, and shall compensate and reimburse them for, any and all Losses

(regardless of whether or not such Losses relate to any Third Party Claim) based upon, arising

out of or resulting from:

(a) any breach of or inaccuracy in any of the representations or warranties

made by Buyer in this Agreement; provided that, for purposes of this Section 8.3(a), any

limitations or qualifications regarding “materiality” or similar terms or qualifications limiting the

scope of such representations or warranties of Buyer shall be disregarded; or

(b) any breach of or failure to perform any of Buyer’s covenants or

agreements contained in this Agreement.

Section 8.4 Indemnification Procedures. In the event that indemnification,

compensation or reimbursement may be sought under this Article VIII (an “Indemnification

Claim”) in connection with (a) any action, suit or proceeding that may be instituted or (b) any

claim that may be asserted, in each case by a third party (a “Third Party Claim”), the Party

seeking indemnification, compensation or reimbursement hereunder (the “Indemnified Party”)

shall promptly give written notice of the assertion of such Indemnification Claim (which notice

shall describe in reasonable detail the Indemnification Claim, the amount thereof (if known and

quantifiable) and the basis thereof) to the Party from whom indemnification, compensation or

reimbursement hereunder is sought (the “Indemnifying Party”) prior to the expiration of the

applicable Survival Period set forth in Section 8.1; provided, however, that no delay on the part

of the Indemnified Party in giving any such notice shall relieve the Indemnifying Party of any

indemnification, compensation or reimbursement obligation hereunder unless (and then solely to

the extent that) the Indemnifying Party is materially prejudiced by such delay. The Indemnifying

Party shall have the right, at its sole option, to be represented by counsel of its choice (the cost of

which will be borne solely by the Indemnifying Party), which must be reasonably satisfactory to

the Indemnified Party, and to take sole control and defend against, negotiate, settle or otherwise

deal with any Indemnification Claim and, if the Indemnifying Party elects to defend against,

negotiate, settle or otherwise deal with any Indemnification Claim, it shall notify the Indemnified

Party of its intent to do so within thirty (30) days (or sooner if the nature of the Indemnification

Claim so requires) of the receipt by the Indemnifying Party of the notice of the assertion of such

Indemnification Claim (the “Dispute Period”), subject to the limitations set forth in Section 8.5;

provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any

Indemnification Claim if such Indemnification Claim seeks an order, injunction or other

equitable relief or relief for other than monetary damages against the Indemnified Party that the

Indemnified Party reasonably determines, based on the written advice of its outside counsel,

cannot be separated from any related claim for money damages. If such equitable relief or other

relief portion of the Indemnification Claim can be so separated from that for money damages, the

Indemnifying Party shall be entitled to assume the defense of the portion relating to money

damages. If the Indemnifying Party within the Dispute Period elects not to defend against,

negotiate, settle or otherwise deal with any Indemnification Claim or fails to promptly notify the

Indemnified Party in writing of its election to defend as provided in this Agreement, the

Indemnified Party may defend against, negotiate, settle or otherwise deal with such

Indemnification Claim, subject to the limitations set forth in this Article VIII. If the

Indemnifying Party assumes the defense of any Indemnification Claim, the Indemnified Party

may participate, at its own expense, in the defense of such Indemnification Claim; provided,

however, that such Indemnified Party shall be entitled to participate in any such defense with

separate counsel at the expense of the Indemnifying Party if (i) the employment of such counsel

has been authorized in writing by the Indemnifying Party or (ii) outside counsel to the

Indemnified Party advises the Indemnified Party in writing that an actual or potential conflict

exists between the Indemnified Party and the Indemnifying Party that would make such separate

representation advisable; provided further, that the Indemnifying Party shall not be required to

pay for more than one (1) such counsel for all Indemnified Parties in connection with any single

Indemnification Claim. The Parties agree to cooperate reasonably with each other in connection

with the defense, negotiation or settlement of any such Indemnification Claim. Notwithstanding

anything in this Section 8.4 to the contrary, (A) the Indemnifying Party shall not, without the

written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or

delayed), settle or compromise any Indemnification Claim or permit a default or consent to entry

of any judgment (each, a “Settlement”) unless (1) the claimant provides to the Indemnified Party

an unqualified release from all Liability (without any admission of wrongdoing by the

Indemnified Party) in respect of the relevant Third Party Claim and (2) such Settlement does not

impose any liabilities or obligations on the Indemnified Party (other than monetary damages) and

(B) the Indemnified Party, without the prior written consent of the Indemnifying Party, which

consent shall not be unreasonably withheld, conditioned or delayed, shall not settle any

Indemnification Claims.

Section 8.5 Limitations on Indemnification for Breaches of Representations and

Warranties.

Notwithstanding any provision of this Agreement or any Transaction Agreement

to the contrary:

(a) (i) Parent shall not have any indemnification, compensation or

reimbursement obligations for Losses under Section 8.2 arising as a result of (A) a breach of the

representations and warranties of Parent set forth in Article III, excluding the Parent

Fundamental Reps (the “Parent Non-Fundamental Reps”) or (B) a breach of or failure to perform

any of Parent’s or the Company’s covenants or agreements contained in this Agreement (other

than Section 5.7), with respect to any individual claim (or series of related claims) unless such

claim (or series of claims) involves Losses in excess of $250,000 (nor shall such item be applied

to or considered for purposes of calculating the Basket (as defined below)); (ii) Parent shall not

have any indemnification, compensation or reimbursement obligations for Losses under

Section 8.2(a)(i) arising as a result of a breach of the Parent Non-Fundamental Reps unless and

until the aggregate amount of all such Losses for which Parent is finally determined to be liable

exceeds one percent (1%) of the Purchase Price (the “Basket”), and Parent shall only have

indemnification obligations to the extent of the excess of such Losses over the Basket,

(iii) subject to clause (iv), in no event shall the aggregate indemnification, compensation and

reimbursement to be paid by Parent for Losses under Section 8.2(a)(i) arising as a result of a

breach of the Parent Non-Fundamental Reps (including those in Section 3.11) exceed ten percent

(10%) of the Purchase Price (the “Closing Cap”), (iv) in no event shall the aggregate

indemnification, compensation or reimbursement obligations of Parent for Losses under Section

8.2(a)(i) arising as a result of a breach of the representations and warranties of Parent set forth in

Section 3.11, after taking into account the aggregate indemnification, compensation and

reimbursement paid by Parent for Losses under Section 8.2(a)(i) arising as a result of a breach of

any other Parent Non-Fundamental Reps, exceed twenty-five percent (25%) of the Purchase

Price, and (v) in no event shall the aggregate indemnification, compensation and reimbursement

obligations to be paid by Parent for Losses under Section 8.2 exceed the Purchase Price.

(b) (i) Buyer shall not have any indemnification, compensation or

reimbursement obligations for Losses under Section 8.3 arising as a result of (A) a breach of the

Buyer Non-Fundamental Reps or (B) a breach of or failure to perform any of Buyer’s covenants

or agreements contained in this Agreement, with respect to any individual claim (or series of

related claims) unless such claims (or series of claims) involves Losses in excess of $250,000

(nor shall such item be applied to or considered for purposes of calculating the Basket); (ii)

Buyer shall not have any indemnification, compensation and reimbursement obligations for

Losses under Section 8.3(a) arising as a result of a breach of the Buyer Non-Fundamental Reps

unless and until the aggregate amount of all such Losses, finally determined, exceeds the Basket;

provided, however, that from and after such time as the total amount of such Losses exceeds the

Basket, then Buyer shall be liable only for the portion that exceeds the Basket, (iii) in no event

shall the aggregate indemnification, compensation and reimbursement to be paid by Buyer for all

Losses under Section 8.3(a) arising as a result of a breach of the Buyer Non-Fundamental Reps

exceed the Closing Cap, and (iv) in no event shall the aggregate indemnification, compensation

or reimbursement to be paid by Buyer for Losses under Section 8.3 exceed the Purchase Price.

Section 8.6 Adjustments to Losses; Limitations on Remedies; Calculation of Losses.

(a) If any Indemnifying Party is liable to pay an amount in discharge of any

claim under this Agreement and any Indemnified Party or its Affiliates recovers from a third

party (including any insurer but excluding any “self-insurance” maintained by the Indemnified

Party or its Affiliates) a sum which indemnifies, compensates or reimburses the Indemnified

Party or its Affiliates (in whole or in part) in respect of the Loss which is the subject matter of

the claim, the Indemnified Party shall reduce or satisfy, as the case may be, such claim to the

extent of such recovery less any reasonable out-of-pocket costs and expenses incurred in

connection with receiving such recovery and any related increases in insurance premiums;

provided, however, that in no event shall any Indemnified Party have any obligation to seek or

enforce any recovery from such third party.

(b) To the extent a Loss for which indemnification is provided results in a

reduction of Taxes payable by, or a Tax refund to, the Indemnified Party or its Affiliates

(determined on a “with and without” basis) in the Taxable Period in which such Loss was

accrued for Tax purposes or the following two (2) Taxable Periods (a “Tax Benefit”), then the

amount of the indemnity payment made pursuant to this Article VIII in respect of such Loss shall

be reduced by the amount of such Tax Benefit. In the event such Tax Benefit is ultimately

disallowed pursuant to a “determination,” as defined in Section 1313 of the Code, the

Indemnifying Party shall pay, no later than fifteen (15) days following the date of such

determination, to the Indemnified Party the amount by which such indemnity payment was

reduced as a result of the Tax Benefit. If any such Tax Benefit is not actually realized prior to

the time the related indemnification payment is made, the Indemnified Party thereafter shall

make payments in accordance with this Article VIII to the Indemnifying Party to reflect such

Tax Benefit.

Party (i) under this Article VIII more than once in respect of the same Loss (notwithstanding that

such Loss may result from breaches of multiple provisions of this Agreement), or (ii) to the

extent such Indemnified Party has already recovered for such Loss under any other Transaction

Agreement.

(d) Notwithstanding anything to the contrary contained in this Agreement, in

no event shall an Indemnifying Party have any liability under this Agreement to an Indemnified

Party (i) for any Losses that were not reasonably foreseeable, and (ii) for any punitive or

exemplary damages, unless in each case of (i) and (ii), awarded by an arbitrator or

Governmental Authority to a third party and paid to such third party by an Indemnified Party,

(iii) for lost opportunities and (iv) for diminution or reduction in value premised upon application

of a multiplier of any financial measure or of any similar item (including the application of a

multiplier to loss of revenue, income or profits, loss of business reputation, goodwill or

opportunity).

(e) Any Indemnified Party’s right to indemnification, compensation or

reimbursement under this Article VIII based on any breach of or inaccuracy in any representation

or warranty of an Indemnifying Party under this Agreement or any breach of or failure to

perform any covenant or agreement of an Indemnifying Party under this Agreement shall not be

diminished or otherwise affected in any way as a result of: (i) the existence of such Indemnified

Party’s knowledge of such breach, inaccuracy or nonperformance as of the date of this

Agreement or as of the Closing Date, regardless of whether such knowledge exists as a result of

the Indemnified Party’s investigation or as a result of disclosure by such Indemnifying Party

(other than in the Disclosure Letter or in the GM SEC Filings); or (ii) such Indemnified Party’s

waiver of any condition to Closing set forth in Article VI.

Section 8.7 Payments. The Indemnifying Party shall pay to the Indemnified Party the

amount of any Losses for which the Indemnifying Party is liable hereunder, in immediately

available funds, to an account specified by the Indemnified Party no later than fifteen (15) days

following any Final Determination of such Losses and the Indemnifying Party’s liability

therefor. A “Final Determination” shall exist when (a) the parties to the dispute have reached an

agreement in writing, (b) a court of competent jurisdiction shall have entered a final and non-appealable

Order or judgment with respect to the subject matter of the claim or (c) an arbitration

or like panel shall have rendered a final non-appealable determination with respect to disputes

the Parties have agreed to submit thereto.

Section 8.8 Mitigation. The Parties shall (and shall cause their respective Affiliates

to) cooperate with each other with respect to resolving any claim or liability with respect to

which one party is obligated to indemnify the other party under this Article VIII, including by

making commercially reasonable efforts to mitigate to the extent required by Law after

becoming aware of any such claim.

Section 8.9 Exclusive Remedy. Other than for claims of intentional fraud based on a

false representation in Article III or Article IV, the remedies set forth in this Article VIII shall be

the sole and exclusive remedies of the Parties for any breach or alleged breach of any

representation or warranty or any covenant or agreement in this Agreement. The Parties

acknowledge and agree that, except as otherwise expressly provided in this Agreement, the

remedies available in this Article VIII supersede any other remedies available at law or in equity

including rights of rescission and claims arising under applicable Law, and each Party hereby

waives and releases, to the fullest extent permitted by applicable Law, any and all other rights,

remedies, claims and causes of action, whether in contract, tort or otherwise, known or unknown,

foreseen or unforeseen, which exist or may arise in the future, arising under or based upon any

federal, state or local Law, that any Party may have against another Party in respect of any

breach of this Agreement. Notwithstanding the foregoing, this Section 8.9 shall not operate to (i)

limit the rights of the Parties with respect to claims of intentional fraud based on a false

representation in Article III or Article IV, (ii) limit the rights of the Parties to seek remedies upon

a termination to the extent otherwise permitted by Section 7.2; (iii) limit the rights of the Parties

to seek equitable remedies (including specific performance or injunctive relief) in accordance

with Section 9.10 to require a Party to perform its obligations under this Agreement, or (iv) limit

any Party’s rights or obligations pursuant to any other Transaction Agreement in accordance

with the terms thereof. No past, present or future Representative of any Party (collectively, the

“Non-Party Affiliates”) shall have any liability (whether in Law (including in contract or in tort),

in equity or otherwise) related to this Agreement or for any claim or Legal Proceeding based on,

in respect of or by reason of the Transactions except to the extent agreed to in writing by such

Non-Party Affiliate (including pursuant to the terms and conditions of any Transaction

Agreement).

Section 8.10 Treatment of Indemnity Payments. The Parties shall treat each payment

made under this Article VIII as an adjustment to the Purchase Price for Tax purposes, unless

otherwise required by applicable Law.

ARTICLE IX

GENERAL PROVISIONS

Section 9.1 Expenses. Except as expressly provided elsewhere in this Agreement or in

any other Transaction Agreement, each Party shall bear its own Transaction Expenses.

Section 9.2 Notices. All notices requests, demands, waivers and other

communications under this Agreement shall be in writing and shall be deemed given (a) when

delivered personally by hand, (b) when sent by facsimile or email (with written confirmation of

transmission, excluding, however, any answer or confirmation automatically generated by

electronic means (such as out-of-office replies)) or (c) one (1) Business Day following the day

sent by overnight registered courier, in each case at the following addresses, email addresses and

facsimile numbers (or to such other address, email address or facsimile number as a Party may

have specified by notice given to the other Parties pursuant to this provision).

(a) If to Buyer:

SoftBank Vision Fund (AIV M1) L.P.

c/o SB Investment Advisers (UK) Limited

69 Grosvenor Street

London, W1K 3JP

Attention: Spencer Collins

Email: ***@***

and

SoftBank Vision Fund (AIV M1) L.P.

c/o SB Investment Advisers (US), Inc.

1 Circle Star Way, 4F

San Carlos, CA 94070

Attention: Brian Wheeler

Email: ***@***

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway, Suite 400

Redwood Shores, California 94065

Attention: Kyle Krpata

Fax: ###-###-####

Email: ***@***

and

Weil, Gotshal & Manges LLP

200 Crescent Court, Suite 300

Dallas, Texas 75201

Attention: James Griffin

Fax: (214) 746-7777

Email: ***@***

(b) If to Parent:

General Motors Company

300 Renaissance Center

Detroit, Michigan 48265

Attention: Craig Glidden

Ann Cathcart Chaplin

Email: ***@***

***@***

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Peter Martelli and Jonathan L. Davis

Fax: (212) 446-4900

Email: ***@*** and

***@***

General Motors Company

300 Renaissance Center

Detroit, Michigan 48265

Attention: Matt Gipple

Ann Cathcart Chaplin

Email: ***@***

***@***

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Peter Martelli and Jonathan L. Davis

Fax: (212) 446-4900

Email: ***@*** and

***@***

Section 9.3 Interpretation. When a reference is made in this Agreement to “Sections,”

“Exhibits” or “Disclosure Letter” such reference shall be to a section of, an exhibit of, or the

Disclosure Letter to, this Agreement unless otherwise indicated. References to this Agreement

shall include the Disclosure Letter. The table of contents and headings contained in this

Agreement are for reference purposes only and shall not affect in any way the meaning or

interpretation of this Agreement. The words “hereof”, “herein” and “hereunder” and words of

like import used in this Agreement shall refer to this Agreement as a whole and not to any

particular provision of this Agreement. Whenever the words “include,” “includes” or

“including” are used in this Agreement, they shall be deemed to be followed by the words

“without limitation.” The terms defined in the singular have a comparable meaning when used

in the plural, and vice versa, and references herein to any gender includes each other gender.

The word “extent” in the phrase “to the extent” means the degree to which a subject or other

thing extends and such phrase shall not mean simply “if”. Any references to dollar amounts

shall not be deemed to be an acknowledgement or representation that such items are material, to

establish any standard of materiality or to define further the meaning of such terms for purposes

of this Agreement. The terms “$” and “dollars” means United States Dollars. All references to

“day” shall be deemed to mean “calendar day”. No rule of construction against the draftspersons

shall be applied in connection with the interpretation or enforcement of this Agreement, as this

Agreement is the product of negotiation between sophisticated parties advised by counsel.

Section 9.4 Entire Agreement; Amendments and Waivers. This Agreement (including

the Exhibits hereto), the Disclosure Letter and the Transaction Agreements represent the entire

understanding and agreement between the Parties with respect to the subject matter hereof and

supersedes all other prior agreements, undertakings, representations and warranties, both written

and oral, among the Parties with respect to the subject matter hereof. This Agreement can be

amended, supplemented or changed, and any provision hereof can be waived, only by written

instrument making specific reference to this Agreement signed by the Party against whom

enforcement of any such amendment, supplement, modification or waiver is sought. The waiver

by any Party of a breach of any provision of this Agreement shall not operate or be construed as

a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.

No failure on the part of any Party to exercise, and no delay in exercising, any right, power or

remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of

such right, power or remedy by such Party preclude any other or further exercise thereof or the

exercise of any other right, power or remedy.

Section 9.5 Governing Law. This Agreement shall be governed by, and construed and

enforced in accordance with, the laws of the State of Delaware, without giving effect to any

choice of law or conflict of law rules or provisions (whether of the State of Delaware or any

other jurisdiction) that would cause the application of the laws of any jurisdiction other than the

State of Delaware.

Section 9.6 Submission to Jurisdiction; Consent to Service of Process.

(a) The Parties hereby irrevocably submit to the personal jurisdiction of the

Delaware Court of Chancery, and appellate courts having jurisdiction of appeals from such court,

or, if such court is not available, in any state or federal court located in the State of Delaware.

The Parties hereby consent to and grant any such court exclusive jurisdiction over the person of

such Parties and, to the extent permitted by law, the exclusive jurisdiction over the subject matter

of such dispute and agree that mailing of process or other papers in connection with any such

action or proceeding in the manner provided in Section 9.2 or in such other manner as may be

permitted by Law shall be valid and sufficient service thereof.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY

CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO

INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH

PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT

SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION

DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE

TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES

AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF

ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE

THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS

CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS

WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND

CERTIFICATIONS IN THIS SECTION 9.6.

Section 9.7 Severability. The provisions of this Agreement shall be deemed severable

and the invalidity or unenforceability of any provision shall not affect the validity or

enforceability of the other provisions hereof. If any provision of this Agreement, or the

application of such provision to any Person or any circumstance, is invalid or unenforceable,

(a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as

may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision

and (b) the remainder of this Agreement and the application of such provision to other Persons or

circumstances shall not be affected by such invalidity or unenforceability, nor shall such

invalidity or unenforceability affect the validity or enforceability of such provision, or the

application of such provision, in any other jurisdiction.

Section 9.8 Assignment. No assignment of this Agreement or of any rights or

obligations hereunder may be made by any Party, directly or indirectly (by operation of Law or

otherwise), without the prior written consent of the other Parties hereto and any attempted

assignment without the required consents shall be null, void and of no effect.

Section 9.9 Binding Effect; No Third Party Beneficiaries. This Agreement shall be

binding upon and inure to the benefit of the Parties and their respective successors and permitted

assigns. Nothing in this Agreement shall create or be deemed to create any third party

beneficiary rights in any Person not a Party to this Agreement except as contemplated by Section

8.2 or Section 8.3.

Section 9.10 Specific Performance. Each Party acknowledges and agrees that any

breach of this Agreement would give rise to irreparable harm for which monetary damages

would not be an adequate remedy. Each Party accordingly agrees that, in addition to any other

remedies available under applicable Law or this Agreement, each Party shall be entitled to

enforce the terms of this Agreement by decree of specific performance without the necessity of

posting a bond or proving the inadequacy of monetary damages as a remedy and to obtain

injunctive relief against any breach or threatened breach of this Agreement. The Parties agree

not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or

inequitable for any reason, nor to assert that a remedy of monetary damages would provide an

adequate remedy.

Section 9.11 Counterparts. This Agreement may be executed in one or more

counterparts, including facsimile or pdf counterparts, each of which shall be deemed to be an

original copy of this Agreement and all of which, when taken together, shall be deemed to

constitute one and the same agreement.

Section 9.12 Additional Definitions.

In addition to any other definitions contained in this Agreement, the following

words, terms and phrases shall have the following meanings when used in this Agreement.

“Affiliate” means, with respect to any Person, any other Person that,

directly or indirectly through one or more intermediaries, controls, is controlled by or is

under common control with, such Person; and the term “control” (including the terms

“controlled by” and “under common control with”) means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of

such Person, whether through ownership of voting securities, by contract or otherwise.

For the avoidance of doubt, neither the Company nor any of the Transferred Entities shall

be deemed an Affiliate of Buyer or any of its Affiliates.

“Applicable ABAC Laws” means all laws and regulations applying to the

Company Group, an Associated Person of the Company Group and/or Buyer, prohibiting

bribery or some other form of corruption, including fraud, tax evasion, insider dealing

and market manipulation.

“Applicable AML Laws” means all laws and regulations applying to the

Company Group, an Associated Person of the Company Group and/or the Buyer,

prohibiting money laundering, including attempting to conceal or disguise the identity of

illegally obtained proceeds.

“Applicable Trade Laws” means all Sanctions, import and export laws and

regulations, including but not limited to economic and financial sanctions, export

controls, anti-boycott and customs laws and regulations applicable to the Company

Group, an Associated Person of the Company Group and/or the Buyer.

“Associated Person” means, in relation to any Person, another Person

(including a director, officer, employee, consultant, agent or other representative) who or

that has acted or performed services for or on behalf of such original Person but only with

respect to actions or the performance of services for or on behalf of such original Person

rather than with respect to actions or the performance of services unrelated to such

original Person.

“Blocked Person” means any of the following: (a) a Person included in a

restricted or prohibited list pursuant to one or more of the Applicable Trade Laws,

including any Sanctioned Person; (b) an entity in which one or more Sanctioned Persons

has in the aggregate, whether directly or indirectly, a fifty percent (50%) or greater equity

interest; or (c) an entity that is controlled by a Sanctioned Person such that the entity,

itself, would be considered a Sanctioned Person.

“Burdensome Condition” means (a) any material limitation, other than

limitations expressly set forth in the LLC Agreement, (i) on Buyer’s right to designate,

appoint, remove and replace the SVF Director (as defined in the LLC Agreement) or

(ii) on the SVF Director’s ability to fully serve on the Board of Directors of the Company

or any subcommittee thereof (other than the Audit, Compensation or Cyber Committees);

(b) any restriction or prohibition on the ability of any member of the Company Group to

work with or communicate with Buyer or any of its Affiliates that would materially and

adversely affect the strategic benefits to Buyer of Buyer’s investment in the Company; or

scope of the AVCo Business (as defined in the IP Matters Agreement). Notwithstanding

the foregoing, any limitation, restriction, prohibition or change involving the following

shall not in itself or collectively be considered a Burdensome Condition: (A) any

requirement that a Governmental Authority approve the identity of the SVF Director; (B)

any requirement imposed by a Governmental Authority that commercial transactions (or

any work or communication) between a member of the Company Group, on the one

hand, and Buyer of any of its Affiliates, on the other hand, be at arm’s length (or any

parameters related to the determination of whether a transaction is arm’s length); (C) any

limitation or prohibition on the ability of any member of the Company Group, on the one

hand, and Buyer or any of its Affiliates, on the other hand, to do business with each other

in up to two Unsanctioned Territories (other than the United States) or in any Sanctioned

Territory or (D) any limitation or prohibition on the ability of any member of the

Company Group to do business in up to two Unsanctioned Territories (other than the

United States) or in any Sanctioned Territory.

“Business Day” means any day of the year on which national banking

institutions in New York and Tokyo, Japan are open to the public for conducting business

and are not required or authorized to close.

“CFIUS” means the Committee on Foreign Investment in the United

States.

“CFIUS Approval” means any of the following: (a) CFIUS shall have

concluded that the Transactions do not constitute a “covered transaction” and are not

subject to review under Section 721 of the U.S. Defense Production Act of 1950;

(b) CFIUS shall have issued a written notification that it has concluded its review (and, if

applicable, any investigation) of the notice filed with it in connection with the

Transactions and determined that there are no unresolved national security concerns with

respect to such transactions; or (c) if CFIUS has sent a report to the President of the

United States requesting the President’s decision with respect to the Transactions either

(i) the period under Section 721 of the Defense Production Act of 1950 during which the

President may announce his decision to take action to suspend or prohibit the

Transactions shall have expired without any such action being announced or taken, or (ii)

the President shall have announced a decision not to take any action to suspend or

prohibit the Transactions.

“Class A-1-A Preferred Shares” means the class A-1-A preferred shares of

the Company.

“Class A-2 Preferred Shares” means the class A-2 preferred shares of the

Company.

“Class C Common Shares” means the class C common shares of the

Company.

“Code” means the Internal Revenue Code of 1986, as amended (or any

corresponding provision or provisions of succeeding Law).

“Company Group” means the Company and the Transferred Entities.

“Company Group Intellectual Property” means Intellectual Property

owned or purported to be owned by the Company Group.

“Company Group Software” means any Software owned or purported to

be owned by the Company Group.

“Company IT Systems” means Software, computer systems, servers,

hardware, network equipment, databases, websites, and other information technology

systems that are used by or on behalf of the Company Group to operate the business of

the Company Group as currently conducted (including processing, storing and

maintaining data), whether owned, leased or licensed by the Company Group, but

excluding any of the foregoing included or intended to be included in the Company

Group’s products, or licensed or otherwise made available to the Company Group’s

customers or end users.

“Contract” means any contract, license, lease, sublease, loan or credit

agreement, indenture, note, debenture, bond, mortgage or deed of trust or other

agreement or other legally binding instrument.

“ERISA” means the Employee Retirement Income Security Act of 1974,

as amended (or any corresponding provision or provisions of succeeding Law).

“Existing LLC Agreement” means the Limited Liability Company

Agreement, dated as of May 23, 2018.

“GAAP” means generally accepted accounting principles in the United

States, consistently applied by GM PubCo and as of the date of this Agreement.

“GM Affiliated Group” means the affiliated group of corporations of

which GM PubCo is the “common parent,” within the meaning of Section 1504 of the

Code.

“Governmental Authority” means any government or governmental,

administrative or regulatory body thereof, whether Federal, State, local or foreign, or any

agency or instrumentality thereof and any court, tribunal or judicial or arbitral body

thereof.

“Intellectual Property” means rights in and to any of the following in any

jurisdiction throughout the world: (a) all patents and applications therefor, including

continuations, divisionals, continuations-in-part or reissues of patent applications, and

patents issuing thereon; (b) all trademarks, service marks, trade names, service names,

brand names, trade dress rights, logos, internet domain names, and corporate names,

together with the goodwill associated with any of the foregoing, and all applications,

registrations and renewals thereof; (c) copyrights and registrations and applications

therefor and any renewals or extensions thereof; (d) non-public, proprietary information,

trade secrets, or know-how, and rights in any jurisdiction to limit the use or disclosure

thereof by any Person (“Trade Secrets”); and (e) any intellectual property rights arising

from or related to Technology.

“Intercompany Accounts” means all balances related to indebtedness,

including any intercompany indebtedness, loan, guaranty, receivable, payable or other

account between Parent or a Subsidiary of Parent (other than the members of the

Company Group), on the one hand, and a member of the Company Group, on the other

hand.

“IRS” means the U.S. Internal Revenue Service.

“Knowledge of Buyer” means the actual knowledge of such persons listed

in Section 9.12(a) of the Disclosure Letter, in each case after reasonable inquiry or

investigation.

“Knowledge of Parent” means the actual knowledge of such persons listed

in Section 9.12(b) of the Disclosure Letter, in each case after reasonable inquiry or

investigation; provided, however, that Knowledge of Parent excludes any analysis or

searches regarding non-infringement, invalidity or enforceability of Intellectual Property

(including freedom to operate and clearance searches).

“Law” means any and all statutes, laws, ordinances, rules, regulations,

Orders, decrees, case law and other rules of law enacted, promulgated or issued by any

Governmental Authority.

“Liability” means any debt, liability or obligation (whether direct or

indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due

or to become due).

“Lien” means any lien, encumbrance, pledge, mortgage, deed of trust,

security interest, claim, charge, option, right of first refusal, easement, servitude, transfer

restrictions, encroachment, reservation, or other similar restriction.

“Losses” means any and all deficiencies, judgments, settlements, losses,

damages, interest, fines, penalties, Taxes, costs and expenses (including reasonable legal,

accounting and other fees and expenses of professionals incurred in connection with

investigating, defending, settling or satisfying any and all demands, claims, actions,

causes of action, suits, proceedings, assessments, judgments or appeals, and in seeking

indemnification, compensation or reimbursement therefor).

“Material Adverse Effect” means any change, effect, event, occurrence or

development (each, an “Effect”) that has had, or would reasonably be expected to have,

individually or in the aggregate, a material adverse effect on the business, assets,

liabilities, properties or results of operations of the Company Group, taken as a whole;

provided, however, that no Effect (by itself or when aggregated with any other Effect)

resulting from, arising out of or relating to, any of the following shall be deemed to

constitute a Material Adverse Effect or be taken into account when determining whether

a “Material Adverse Effect” has occurred or may, would or could occur: (i) to the extent

that such conditions or changes do not disproportionately affect the Company Group

relative to other participants in the industries and geographic locations in which the

Company Group participates, (A) any Effect resulting from or arising out of general

economic or political conditions or changes in such conditions (including acts of

terrorism or war), (B) any Effect affecting the industries in which the Company Group

operates, and (C) any Effect arising in connection with earthquakes or other natural

disasters, hostilities, acts of war, sabotage or terrorism or military actions or any

escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism

or military actions and (ii) any failure, in and of itself, to meet internal projections or

forecasts or revenue or earnings predictions for the business of the Company Group for

any period (but not the underlying reasons for or factors contributing to such failure,

unless otherwise contemplated by the exceptions in clause (i) of this definition).

“OFAC” means the Office of Foreign Assets Control of the U.S.

Department of the Treasury.

“Open Source” means any Software that is, or that contains or is derived

in any manner (in whole or in part) from any Software that is, distributed as free

software, open source software, copyleft software, “freeware” or “shareware” or under

similar licensing or distribution models, including, without limitation, any Software

licensed under the GNU General Public License, the GNU Library General Public

License, the GNU Lesser General Public License, the Affero General Public License, the

Mozilla Public License, the Common Development and Distribution License, the Eclipse

Public License or any Creative Commons “sharealike” license.

“Parent Intellectual Property” Intellectual Property owned or purported to

be owned by Parent or its Subsidiaries (other than the Company Group) that was either

(a) developed by the Company Group (or its employees) and used primarily by the

Company Group in the conduct of the business of the Company Group as currently

conducted or (b) otherwise developed for the benefit of and used exclusively by the

Company Group in the conduct of the business of the Company Group as currently

conducted.

“Parent Software” means any Software owned or purported to be owned

by the Parent or its Subsidiaries (other than the Company Group) that was either

(a) developed by the Company Group (or its employees) and used primarily by the

Company Group in the conduct of the business of the Company Group as currently

conducted or (b) otherwise developed for the benefit of and used exclusively by the

Company Group in the conduct of the business of the Company Group as currently

conducted.

“Parties” means each of the parties to this Agreement.

“Person” means any individual, corporation, partnership, firm, joint

venture, association, joint-stock company, trust, unincorporated organization,

Governmental Authority or other entity.

“Personal Information” means, in addition to any definition for any similar

term (e.g., “personally identifiable information” or “PII”) provided by applicable Law, or

by the Company Group in any of its privacy policies, notices or contracts, all information

that identifies, could be used to identify or is otherwise associated with an individual

person or device, whether or not such information is associated with an identifiable

individual, including (a) name, physical address, telephone number, email address,

financial information, financial account number or government-issued identifier, (b) any

data regarding an individual’s activities online or on a mobile device or application, and

Information may relate to any individual, including a current, prospective, or former

customer, end user or employee of any Person, and includes information in any form or

media, whether paper, electronic, or otherwise.

“Permitted Liens” means the following Liens: (a) Liens for Taxes not yet

due and payable or the validity of which is being contested in good faith by appropriate

proceedings and for which adequate accruals or reserves have been established in

accordance with GAAP (or otherwise in accordance with applicable accounting

standards); (b) statutory Liens of landlords, lessors or renters for amounts not yet due or

payable or that are being contested in good faith, (c) Liens of carriers, warehousemen,

mechanics, materialmen and other Liens imposed by Law, in each case, arising or

incurred in the ordinary course of business; (d) customary covenants and conditions,

defects of title, easements, encroachments, rights-of-way, restrictions and other similar

non-monetary charges or encumbrances of record not interfering with the ordinary

conduct of the business of the Company Group consistent with past practice which do not

and would not be reasonably expected to impair the use, operation or occupancy of the

assets of the Company Group and do not secure indebtedness; (e) Liens that will be

released prior to or as of the Closing; (f) non-exclusive licenses of or grants of rights to

Intellectual Property entered into in the ordinary course of business (including with

respect to manufacturing, customer, supply, distribution, retail and marketing

agreements); and (g) Liens that do not materially impair the current use of, or the ability

to exercise rights of ownership over, the property subject thereto.

“Privacy Laws” means any and all applicable Laws relating to the receipt,

collection, compilation, use, storage, processing, sharing, safeguarding, security (both

technical and physical), disposal, destruction, disclosure or transfer (including cross-border)

of Personal Information, including the Federal Trade Commission Act, state laws

concerning privacy policies, including the California Online Privacy Protection Act

(CalOPPA) and the Delaware Online Privacy and Protection Act (DOPPA), laws

governing biometric data including the Illinois Biometric Information Privacy Act

(BIPA), EU-U.S. Privacy Shield, Swiss-U.S. Privacy Shield, European Union Data

Protection Directive, and any and all applicable Laws relating to breach notification in

connection with Personal Information.

“Representatives” means the directors, officers, employees, agents and

advisors (including legal, financial, accounting and marketing advisors) of a Person.

“Sanctioned Person” means (a) (i) any Persons identified in the List of

Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List,

the E.O. 13599 List, or the Sectoral Sanctions Identifications List, in each case

administered by OFAC, and any other sanctions or similar lists administered by any

agency of the U.S. Government, including the U.S. Department of State and the U.S.

Department of Commerce and (ii) any Persons owned or controlled, directly or indirectly,

by such Person or Persons; (b) any Persons identified on any sanctions lists of the

European Union, the United Kingdom or any other jurisdiction; (c) Persons identified on

any list of sanctioned parties identified in a resolution of the United Nations Security

Council; and (d) any Persons located, organized or a resident in a Sanctioned Territory.

“Sanctioned Territory” means, at any time, a country or geographic region

which is itself the subject or target of any comprehensive Sanctions within the past five

years, which includes: Crimea, Cuba, Iran, North Korea, Sudan, and Syria.

“Sanctions” means (a) the economic sanctions and trade embargo Laws,

rules, regulations, and executive orders of the United States, including, but not limited to,

those administered or enforced from time to time by OFAC or the U.S. Department of

State, the International Emergency Economic Powers Act (50 U.S.C. §§1701 et seq.), and

the Trading with the Enemy Act (50 App. U.S.C. §§1 et seq.); and (b) any other similar

and applicable economic sanctions and trade embargo Laws, rules, or regulations of any

foreign Governmental Authority, including but not limited to, the European Union, the

United Kingdom, and the United Nations Security Council.

“Subsidiary” means, with respect to any Person (a) a corporation a

majority of whose capital stock with the general voting power under ordinary

circumstances to vote in the election of directors of such corporation (irrespective of

whether or not, at the time, any other class or classes of securities shall have, or might

have, voting power by reason of the happening of any contingency) is, at the date of

determination thereof, beneficially owned by such Person, by one or more Subsidiaries or

such Person or by such Person and one or more Subsidiaries thereof, or (b) any other

Person (other than a corporation), including a general or limited partnership or a limited

liability company, in which such Person, one or more Subsidiaries thereof or such person

and one or more Subsidiaries thereof, directly or indirectly, at the date of determination

thereof, beneficially owns at least a majority of the ownership interests entitled to vote in

the election of directors, managers or trustees thereof (or other Persons performing such

functions) or act as the general partner or managing member of such other Person.

“Software” means any and all (a) computer programs, including any and

all software implementations of algorithms, models and methodologies, whether in

source code, object code or other form; (b) descriptions, flow-charts and other work

product used to design, plan, organize and develop any of the foregoing; (c) data,

databases and compilations of data, whether machine readable or otherwise; and (d)

documentation and other materials related to any of the foregoing, including user

manuals and training materials.

“Taxable Period” means any taxable year or any other period that is

treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed

with respect to such other period) with respect to which any Tax may be imposed under

any applicable Law.

“Tax Return” means all returns, declarations, reports, estimates,

information returns, statements and other documents filed or required to be filed in

respect of Taxes (including any elections, declarations, schedules or attachments thereto,

and any amendment thereof) including any claim for refund, amended return or

declaration of estimated Tax, and including, where permitted or required, combined,

consolidated or unitary returns for any group of entities.

“Taxes” means (a) all federal, state, county, local, non-U.S. or other

income, gross receipts, ad valorem, margin, franchise, single business, production,

profits, sales or use, transfer, registration, capital gains, excise, recapture, utility,

environmental, communications, real or personal property, capital unit, license, payroll,

wage or other withholding, employment, social security (or similar), severance,

documentary, stamp, occupation, premium, windfall profits, net proceeds, gain, customs

duties, unemployment, disability, value added, alternative or add on minimum, estimated

or any other taxes, governmental charges, duties, levies, fees or similar assessments in the

nature of a tax and imposed by any Governmental Authority, whether disputed or not,

and (b) any fines, penalties, interest, additional tax or additions to tax with respect

thereto, imposed, assessed or collected under the authority of any Governmental

Authority.

“Technology” means all Software, information, designs, formulae,

algorithms, procedures, methods, techniques, ideas, know-how, research and

development, technical data, tools, specifications, processes, inventions (whether

patentable or unpatentable and whether or not reduced to practice), and other similar

items.

“Transaction Agreements” means (a) this Agreement, (b) the LLC

Agreement, (c) the Engineering and Design Services Agreement (d) the IP Matters

Agreement, (e) the Indemnity Agreement, (f) the Services Agreement, (g) the

Commercial Agreements and (h) the Standstill Agreement.

“Transaction Expenses” means all fees and expenses (including legal,

accounting, financial advisory and other professional fees and expenses) incurred in

connection with the preparation, negotiation, execution and delivery of this Agreement,

each of the Transaction Agreements and the consummation of purchase and sale of the

Buyer Shares and each other transaction contemplated to occur prior to Closing

hereunder and thereunder.

“Transactions” means the transactions contemplated by this Agreement

and each of the Transaction Agreements, including, for the avoidance of doubt, the

Restructuring.

“Transferred Entities” means GM Cruise LLC and Strobe, Inc.

“Unsanctioned Territory” means, at any time, a country or geographic

region that is not a Sanctioned Territory.

“WARN” means the Worker Adjustment and Retraining Notification Act

of 1988, as amended, and any similar foreign, state or local Laws.

For purposes of this Agreement, the following terms have the meanings set forth

in the sections indicated:

Term Section

2017 Form 10-K Section 3.15(a)

Affiliate Transaction Section 3.14

Agreement Preamble

AVCo Equity Interests Section 3.5(c)

Basket Section 8.5(a)(i)

Benefit Plan Section 3.8(c)

Buyer Preamble

Buyer Fundamental Reps Section 8.1(a)

Buyer Non-Fundamental Reps Section 8.1(a)

Buyer Shares Section 1.1

Closing Section 2.1

Closing Cap Section 8.5(a)(i)

Commercial Agreement Section 5.6(b)

Commercial Agreement Term Sheets Section 5.6(c)

Company Preamble

Company Group IP Section 3.11(a)

Term Section

Company IT Systems Section 3.11(g)

Company Properties Section 3.17

Disclosure Letter Article III Preamble

Dispute Period Section 8.4

EIP Section 5.2

Engineering Design Services Agreement Recitals

Financial Statements Section 3.15(a)

GM PubCo Recitals

GM SEC Filings Article III Preamble

Inbound Intellectual Property License Section 3.9(a)(viii)

Indemnification Claim Section 8.4

Indemnified Party Section 8.4

Indemnifying Party Section 8.4

Indemnity Agreement Recitals

Intercompany Agreements Section 5.7(b)

IP Matters Agreement Recitals

Legal Proceedings Section 3.6

LLC Agreement Recitals

Non-Party Affiliates Section 8.9

Order Section 3.3

Parent Preamble

Parent Contribution Section 5.6(a)

Parent Fundamental Reps Section 8.1(a)

Parent Non-Fundamental Reps Section 8.1(a)

Parent Shares Section 5.6(a)

Permits Section 3.3

Purchase Price Section 1.1

Restructuring Section 5.8(a)

Securities Act Section 3.5(b)

Services Agreement Recitals

Settlement Section 8.4

Survival Period Section 8.1(b)

Tax Benefit Section 8.6(b)

Third Party Claim Section 8.4

Trade Secrets Section 9.12

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[Signature Page to Purchase Agreement]