Letter Agreement regarding Equity Registration Rights Agreement



 Exhibit 10.43 
 General Motors Company 
 300 Renaissance Center 

Detroit, Michigan 48265-3000 
 October 21, 2010 
 The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW 
 Washington, D.C.
20220 
 Attention: Chief Counsel Office of Financial Stability 
 Canada GEN Investment Corporation 
 1235 Bay Street, Suite 400 

Toronto, ON M54 3K4 
 UAW Retiree Medical
Benefits Trust 
 P.O. Box 14309 

Detroit, Michigan 48214 
 Motors Liquidation
Company 
 2000 Town Center 
 Suite 2400

 Southfield, MI 48075 
 Ladies and
Gentlemen: 
 Reference is hereby made to that certain Equity Registration Rights Agreement, dated as of October 15, 2009
(the “ERRA”), by and among General Motors Company (f/k/a General Motors Holding Company) (the “Corporation”), The United States Department of the Treasury, Canada GEN Investment Corporation (f/k/a 7176384 Canada
Inc.), the UAW Retiree Medical Benefits Trust, Motors Liquidation Company, and, for limited purposes, General Motors LLC. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings attributed to such terms in the
ERRA. 
 The Corporation intends to file in Canada one or more prospectuses relating to the Corporation’s IPO, and from
time to time after the IPO, the Corporation may wish to make prospectus offerings and sales of Registrable Securities in Canada. The Corporation understands that the Holders may wish from time to time to make prospectus offerings and sales of
Registrable Securities in Canada. In connection with the foregoing, each of us hereby: (i) agrees that references in Section 2.9 of the ERRA to any “untrue statement” or “untrue statement of a material fact” in any
“prospectus” or “related prospectus” (or phrases to similar effect) shall be deemed to cover any “misrepresentation” in any “Canadian Prospectus” and (ii) acknowledges that each of us will be relying upon
such agreement in connection with any prospectus offerings and sales of Registrable Securities in Canada. For the avoidance of doubt, (A) each of us shall be entitled to the applicable rights to, and shall be subject to the applicable
obligations in respect of, indemnification and contribution set 







 
forth in Section 2.9 of the ERRA in connection with sales of Registrable Securities pursuant to any Canadian Prospectus, and (B) the proviso in Section 2.9.1 of the ERRA that
begins with the words “provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses...” shall not apply with respect to a misrepresentation in a Canadian
Prospectus. 
 As used in this letter agreement, the term “misrepresentation” has the meaning attributed to such term
in the applicable securities legislation of each province and territory of Canada, and the term “Canadian Prospectus” means a prospectus filed by the Corporation under the applicable securities laws of any province or territory of Canada
qualifying the distribution of Registrable Securities and includes a preliminary prospectus, a preliminary MJDS prospectus (as defined in National Instrument 71-101 – The Multijurisdictional Disclosure System
(“NI 71-101”)), a final prospectus, an MJDS prospectus (as defined in NI 71-101), any amendment or supplement thereto and any related materials, as applicable. 

Notwithstanding Section 4.9 of the ERRA, this letter is binding on the Corporation and each Holder of Registrable Securities and
their respective successors and permitted assigns under the ERRA. 
 [Remainder of Page Intentionally Left Blank; Signature
Page Follows] 








			
	Very truly yours,
	
	GENERAL MOTORS COMPANY
		
	By:	 	 /s/ Daniel Ammann

	Name:	 	 Daniel Amman

	Title:	 	 Vice President Finance & Treasurer




 

			
	Acknowledged and agreed:
	
	 THE UNITED STATES DEPARTMENT
 OF THE TREASURY

		
	By:	 	 /s/ Timothy G. Massad

	Name:	 	 Timothy G. Massad

	Title:	 	 Acting Assistant Secretary for Financial Stability

	
	 CANADA GEN INVESTMENT
 CORPORATION

		
	By:	 	 /s/ Michael Carter

	Name:	 	 Michael Carter

	Title:	 	 President

		
	By:	 	 /s/ Andrew Stafl

	Name:	 	 Andrew Stafl

	Title:	 	 Vice President

	
	 UAW RETIREE MEDICAL BENEFITS
 TRUST

		
	By:	 	 /s/ Nell Hennessy

	Name:	 	 Nell Hennessy

	Title:	 	 Chief Executive Officer,
 Fiduciary Counselors, Inc.

	
	MOTORS LIQUIDATION COMPANY
		
	By:	 	 /s/ A.A. Koch

	Name:	 	 A.A. Koch

	Title:	 	 President