STOCKHOLDERS AGREEMENT

by and among

General Motors Holding Company (to be renamed General Motors Company),

United States Department ofthe Treasury,

7176384 Canada Inc.,

UAW Retiree Medical Benefits Trust

and

solely for purposes of Section 6.20,

General Motors Company (to be converted to General Motors LLC)

Dated as of October 15,2009
Section 1.1

Section 1.2

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Section 3.5

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 5.1

Section 5.2

Section 5.3

Section 5.4

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Certain Defined Terms 2

Terms Generally 6

ARTICLE II

BOARD OF DIRECTORS

Size ofInitial Board 7

Composition ofBoard 7

Agreement to Nominate VEBA Nominee 8

Agreement to Nominate Canada Nominee 8

ARTICLE III

CERTAIN COVENANTS AND RESTRICTIONS

Initial Public Offering 9

Reserved 9

Transfer Restrictions 9

Restrictions on Certain Corporate Actions 10

Certificate Legends 10

ARTICLE IV

VOTING AGREEMENT

Government Holder Participation to Establish Quorum 10

Government Holder Agreement to Vote 11

VEBA Agreement to Vote 12

Irrevocable Proxy 12

Inconsistent Voting Agreements 12

ARTICLE V

OTHER AGREEMENTS

Tag-Along Rights 13

Drag-Along Rights 14

Preemptive Rights 15

Information Rights 16
Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

Section 6.14

Section 6.15

Section 6.16

Section 6.17

Section 6.18

Section 6.19

Section 6.20

ARTICLE VI

MISCELLANEOUS

Notices 16

Termination 18

Authority 18

No Third Party Beneficiaries 18

No Personal Liability by the VEBA Signatory 18

Cooperation 18

Governing Law; Forum Selection 18

WAIVER OF JURY TRIAL 19

Assignment; Successors and Assigns 19

After Acquired Securities 19

Entire Agreement. 19

Severability 19

Enforcement ofthis Agreement.. 20

Amendment 20

Headings 20

Counterparts; Facsimiles 20

UST 20

Canada 20

Time Periods : 20

Termination of Operating Company Stockholders Agreement; Waiver. 21

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STOCKHOLDERS AGREEMENT

This STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as of October

15, 2009 by and among General Motors Holding Company (to be renamed General Motors

Company), a Delaware corporation (the "Corporation"), the United States Department of the

Treasury (together with its Permitted Transferees, "UST"), 7176384 Canada Inc., a corporation

organized under the laws of Canada (together with its Permitted Transferees, "Canada"), the

UAW Retiree Medical Benefits Trust, a voluntary employees' beneficiary association (together

with its Permitted Transferees, the "VEBA"), and solely for purposes of Section 6.20, General

Motors Company (formerly known as NGMCO, Inc.), a Delaware corporation and successor-ininterest to Vehicle Acquisition Holdings LLC (to be converted to General Motors LLC, the

"Operating Company").

WHEREAS, each of the Government Holders (as defined below), the VEBA and the

Operating Company are parties to that certain Stockholders Agreement, dated as ofJuly 10, 2009

(the "Operating Company Stockholders Agreement");

WHEREAS, in connection with a reorganization involving the Operating Company, an

indirect wholly-owned subsidiary of the Corporation has merged with and into the Operating

Company, with the Operating Company continuing as the surviving corporation and becoming

an indirect wholly-owned subsidiary ofthe Corporation (the "Merger");

WHEREAS, as a result of the Merger, each of the Government Holders and the VEBA

has been issued that number of shares of common stock, par value $0.01 per share, of the

Corporation (the "Common Stock") and that number of shares of Series A Fixed Rate

Cumulative Perpetual Preferred Stock, par value $0.01 per share, of the Corporation, set forth

opposite such Holder's name on Annex I hereto, in each case, in exchange for the shares of

common stock, par value $0.01 per share, and Series A fixed rate cumulative perpetual preferred

stock, par value $0.01 per share, ofthe Operating Company previously held by it;

WHEREAS, as a result of the Merger, the VEBA has been issued a warrant to acquire

15,151,515 shares of Common Stock (the "Warrant") in exchange for the warrant to acquire

shares of common stock ofthe Operating Company previously held by it; and

WHEREAS, the parties hereto desire to terminate the Operating Company Stockholders

Agreement and wish to enter into this Agreement to govern the rights and obligations of the

parties with respect to certain matters relating to the Corporation and the Holders' ownership and

voting ofthe Common Stock.

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

contained in this Agreement and for other good and valuable consideration, the value, receipt and

sufficiency ofwhich are acknowledged, the parties hereby agree as follows:
ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms. As used in this Agreement, the following terms

have the following meanings set forth below or in the Sections set forth below:

"Affiliate" means, with respect to any Person, any other Person which directly or

indirectly Controls or is Controlled by or is under common Control with such Person. For the

avoidance of doubt, for purposes ofthis Agreement, the UAWand its Affiliates shall be deemed

to be Affiliates ofthe VEBA.

"Agreement" shall have the meaning set forth in the Preamble.

"Beneficial Ownership" or "Beneficially Owned" have the meanings given to such terms

in Rule 13d-3 ofthe Exchange Act.

"Board" means the board of directors ofthe Corporation.

"Business Day" means any day that is not a Saturday, Sunday or any other day on which

banks are required or authorized by Law to be closed in New York City, New York.

"Canada" shall have the meaning set forth in the Preamble.

"Canada Director" shall have the meaning set forth in Section 2.2(a)(ii).

"Canada Nominee" shall have the meaning set forth in Section 2.4.

"Canada Owned Shares" means the shares of Common Stock Beneficially Owned by

Canada as ofthe relevant time.

"Change of Control" means (A) any acquisition or purchase of capital stock of the

Corporation, or of all or substantially all of the assets of the Corporation or (B) any merger,

consolidation, business combination, recapitalization, reorganization or other extraordinary

business transaction involving or otherwise relating to the Corporation, in each case, which

would require the vote of the stockholders of the Corporation pursuant to the DGCL or the

Certificate ofIncorporation ofthe Corporation.

"Chief Executive Officer" means the duly appointed Chief Executive Officer of the

Corporation.

"Common Stock" shall have the meaning set forth in the Recitals.

"Compelled Sale" shall have the meaning set forth in Section 5.2.

"Compelled Sale Notice" shall have the meaning set forth in Section 5.2.

"Consent" means any consent, approval, authorization, waiver, grant, franchise,

concession, agreement, license, exemption or other permit or order of, registration, declaration or

filing with, or report or notice to, any Person.

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"Control" means the direct or indirect power to direct or cause the direction of

management or policies of a Person, whether through the ownership of voting securities, general

partnership interests or management member interests, by contract or trust agreement, pursuant

to a voting trust or otherwise. "Controlling" and "Controlled" have the correlative meanings.

"Corporation" shall have the meaning set forth in the Preamble.

"Co-Sale Holders" shall have the meaning set forth in Section 5.1.

"Co-Sale Notice" shall have the meaning set forth in Section 5.1.

"Debtor" means Motors Liquidation Company, a Delaware corporation formerly known

as General Motors Corporation.

"DGCL" means the Delaware General Corporation Law, as amended from time to time.

"Drag-Along Buyer" shall have the meaning set forth in Section 5.2.

"Electing Holder" shall have the meaning set forth in Section 5.2.

"Equity Registration Rights Agreement" means the Equity Registration Rights

Agreement, dated as ofthe date hereof, by and among the Corporation, the VEBA, UST, Canada

and Debtor.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules

and regulations thereunder.

"Executive Officer" means any officer who (i) is subject to Section 16(a) ofthe Exchange

Act or (ii) would be subject to Section 16(a) of the Exchange Act if the Common Stock was

registered under Section 12 ofthe Exchange Act.

"Fiscal Year" means the fiscal year of the Corporation. Each Fiscal Year shall

commence on the day immediately following the last day of the immediately preceding Fiscal

Year.

"GAAP" means accounting principles generally accepted in the United States of America

as in effect from time to time, consistently applied and maintained throughout the applicable

periods both as to classification ofitems and amounts.

"Government Holders" means UST and Canada.

"Governmental Approval" means any Consent of, with or to any Governmental

Authority, and includes any applicable waiting periods associated with any Governmental

Approvals.

"Governmental Authority" means any United States or non-United States federal,

provincial, state or local government or other political subdivision thereof, any entity, authority,

agency or body exercising executive, legislative, judicial, regulatory or administrative functions

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of any such government or political subdivision, and any supranational organization ofsovereign

states exercising such functions for such sovereign states.

"Governmental Order" means any Order, stipulation, agreement, determination or award

entered or issued by or with any Governmental Authority and binding on a Person.

"Group" has the meaning given to such term in Section 13(d)(3) ofthe Exchange Act.

"Holder" or "Holders" means, individually or collectively as the context may require,

UST, Canada, and the VEBA.

"Independent" shall have the meaning set forth in Section 2.2(b).

"Initial Shares" means, with respect to any Holder, that number of shares of Common

Stock, set forth opposite such Holder's name on Annex I hereto.

"IPQ" means the earlier to occur of (i) the initial public offering of the Common Stock,

(whether such offering is primary or secondary) that is underwritten by a nationally recognized

investment bank, pursuant to an effective registration statement filed under the Securities Act

(other than a registration effected solely to implement an employee benefit plan or a transaction

to which Rule 145 under the Securities Act is applicable, or a registration statement on Form S-4,

Form S-8 or a successor to one of those forms) or (ii) the later of (A) the date on which a

Corporation registration statement filed under Section 12(b) or 12(g) of the Exchange Act shall

have been declared effective by the SEC or otherwise become effective under the Exchange Act

and (B) the date of distribution of the shares of Common Stock Beneficially Owned by Debtor

pursuant to its plan ofreorganization.

"IPO Date" means the effective date ofthe registration statement relating to the IPO.

"Joint Slate Procedure" shall mean the following process by which the Government

Holders select nominees for directors: In the event that UST intends to propose a slate of

candidates for election (whether at an annual meeting of the Corporation's stockholders, a

special meeting of the Corporation's stockholders called for the purpose of electing directors of

the Corporation or at any adjournment or postponement thereof), UST shall provide Canada with

written notice of its intent to propose a competing slate of candidates, in the case of an annual

meeting, not less than 150 days prior to the one-year anniversary of the date of the annual

meeting held in the prior year (or no later than January 2, 2010 in the case of the Corporation's

initial annual meeting), and, in the case of a special meeting, not more than five days after notice

of the meeting was first mailed to the Government Holders, in the case of a special meeting;

provided that in either case UST shall use commercially reasonable efforts to give Canada as

much advance notice of its intent to propose a competing slate of candidates as reasonably

possible. Within ten Business Days, in the case of an annual meeting, and five days, in the case

of a special meeting, of receiving UST's written notice, Canada shall indicate in writing to UST

whether or not Canada intends to participate in the slate. If Canada provides written notice ofits

intent to participate, such notice must include a list of Canada's nominees. The number of

nominees that Canada may select shall be determined based on Canada's proportional ownership

interest in shares of Common Stock Beneficially Owned by the Government Holders in the

aggregate at the time of such nominee selection. If Canada provides timely written notice of its

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intent to participate (including a list of its nominees), each Government Holder agrees to vote

"for" the joint slate of candidates nominated by the Government Holders. If Canada does not

provide timely written notice of its intent to participate (including a list of its nominees) or

notifies UST that it does not wish to participate, UST may propose a slate of candidates for

election composed entirely of its own nominees, but Canada is under no obligation to vote "for"

the candidates nominated by UST. Neither Government Holder shall propose a slate of

candidates, or any individual candidate, for election other than in compliance with this Joint

Slate Procedure.

"Law" means any and all applicable United States or non-United States federal,

provincial, state or local laws, rules, regulations, directives, decrees, treaties, statutes, provisions

of any constitution and principles (including principles of common law) of any Governmental

Authority, as well as any applicable Governmental Order.

"Merger" shall have the meaning set forth in the Recitals.

"New UST Director" shall have the meaning set forth in Section 2.2(a)(i).

"Nominee" shall have the meaning set forth in Section 4.4.

"Non-Electing Holders" shall have the meaning set forth in Section 5.2.

"Operating Company" shall have the meaning set forth in the Preamble.

"Operating Company Stockholders Agreement" shall have the meaning set forth in the

Recitals.

"Order" means any writ, judgment, decree, injunction or similar order of any

Governmental Authority, whether temporary, preliminary or permanent.

"Owned Shares" means UST Owned Shares, the Canada Owned Shares, and the VEBA

Owned Shares, as applicable.

"Permitted Transferees" shall mean for each Holder, any Affiliate ofsuch Holder.

"Person" means any individual, partnership, firm, corporation, association, trust,

unincorporated organization, joint venture, limited liability company, Governmental Authority or

other entity.

"Preemptive Rights Period" shall have the meaning set forth in Section 5.3.

"Preemptive Rights Shares" shall have the meaning set forth in Section 5.3.

"Proxy" or "Proxies" has the meaning given to such term in Rule 14a-l of the Exchange

Act.

"SEC" means the United States Securities and Exchange Commission.

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"Securities Act" means the Securities Act of 1933, as amended, and the rules and

regulations thereunder.

"Selling Holder" shall have the meaning set forth in Section 5.1

"Sold Shares" shall have the meaning set forth in Section 5.1.

"Transfer" means, directly or indirectly, to sell, transfer, distribute, assign, pledge, hedge,

encumber, hypothecate or similarly dispose of, or to enter into any contract, option or other

arrangement or understanding with respect to the sale, transfer, distribution, assignment, pledge,

hedge, encumbrance, hypothecation or similar disposition with or without consideration,

voluntarily or by operation ofLaw.

"UAW" means the International Union, United Automobile, Aerospace and Agricultural

Implement Workers of America.

"UST" shall have the meaning set forth in the Preamble.

"UST Owned Shares" means the shares of Common Stock Beneficially Owned by UST

as ofthe relevant time.

"UST Secured Credit Agreement" means the Second Amended and Restated Secured

Credit Agreement, dated as of August 12, 2009, as may be amended from time to time, by and

among the Operating Company, as the initial borrower, the Guarantors (as defined therein), and

UST, as the lender.

"VEBA" shall have the meaning set forth in the Preamble.

"VEBA Nominee" shall have the meaning set forth in Section 2.3.

"VEBA Owned Shares" shall have the meaning set forth in Section 4.3.

"VEBA Secured Note Agreement" means the Amended and Restated Secured Note

Agreement, dated as of August 14, 2009, as may be amended from time to time, by and among

the Operating Company, as the initial issuer, the Guarantors (as defined therein), and the VEBA,

as the noteholder.

"Voting Securities" means securities of the Corporation, including the Common Stock,

with the power to vote with respect to the election of directors of the Corporation generally and

all securities convertible into or exchangeable for securities ofthe Corporation with the power to

vote with respect to the election of directors ofthe Corporation generally.

"Warrant" shall have the meaning set forth in the Recitals.

Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply equally to

both the singular and plural forms ofthe terms defined. Whenever the context may require, any

pronoun shall include the corresponding masculine, feminine and neuter forms. The words

"include," "includes" and "including" shall be deemed to be followed by the phrase "without

6
limitation," unless the context expressly provides otherwise. All references herein to Articles,

Sections, paragraphs, subparagraphs or clauses shall be deemed references to Articles, Sections,

paragraphs, subparagraphs or clauses of this Agreement, unless the context requires otherwise.

Unless otherwise specified, the words "this Agreement," "herein," "hereof," "hereto" and

"hereunder" and other words of similar import refer to this Agreement as a whole and not to any

particular provision of this Agreement. The word "extent" in the phrase "to the extent" shall

mean the degree to which a subject or other thing extends, and such phrase shall not mean simply

"if." Unless expressly stated otherwise, any Law defined or referred to herein means such Law

as from time to time amended, modified or supplemented, including by succession of

comparable successor Laws and references to all attachments thereto and instruments

incorporated therein.

ARTICLE II

BOARD OF DIRECTORS

Section 2.1 Size of Initial Board. The Board shall initially consist of thirteen (13)

directors. The number of directors may be changed only by vote ofthe Board in accordance with

the charter, certificates of designations and bylaws ofthe Corporation.

Section 2.2 Composition of Board. (a) The initial members of the Board shall be

constituted as follows:

(i) the Board agrees to nominate and the Holders agree to take all

action to cause the election or appointment of ten (10) directors designated by UST, no more

than five of whom shall have been directors of the Debtor immediately prior to July 10, 2009,

provided that all directors who have not been directors of the Debtor immediately prior to July

10, 2009 (such directors, the "New UST Directors") shall be Independent, or if any New UST

Director is not Independent, UST and Canada shall consult with each other in good faith prior to

the election or appointment ofsuch non-Independent New UST Director;

(ii) the Board agrees to nominate and the Holders agree to take all

action to cause the election or appointment of one director designated by Canada (the "Canada

Director"), which Canada Director shall be Independent, or if such Canada Director is not

Independent, UST and Canada shall consult with each other in good faith prior to the election or

appointment ofsuch non-Independent Canada Director;

(iii) the Board agrees to nominate and the Holders agree to take all

action to cause the election or appointment of one director designated by the VEBA with the

prior written consent of the UAW (which director shall be Independent or, if not Independent,

approved by UST, which approval shall not be unreasonably withheld); and

(iv) the Board agrees to nominate and the Holders agree to take all

action to cause the election or appointment of the Chief Executive Officer as a director of the

Corporation.

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(b) Notwithstanding anything to the contrary herein, the Holders agree that at

all times prior to the termination of this Agreement, at least two-thirds of the directors of the

Corporation shall be required to be determined by the Board to be independent of the

Corporation within the meaning ofRule 303A.02 ofNew York Stock Exchange Listed Company

Manual (or any successor provision) ("Independent"), whether or not any of the shares of

Common Stock are then listed on the New York Stock Exchange.

(c) The nominees to stand for election at any time at which the Corporation's

stockholders shall have the right to, or shall, vote for or consent in writing to the election of

directors of the Corporation (whether at an annual meeting of the Corporation's stockholders, a

special meeting of the Corporation's stockholders called for the purpose of electing directors of

the Corporation or at any adjournment or postponement thereof) shall be nominated by the Board

in accordance with the bylaws ofthe Corporation and Sections 2.3 and 2.4 hereof.

Section 2.3 Agreement to Nominate VERA Nominee. So long as the VEBA holds at

least 50% of its Initial Shares, at any time at which the Corporation's stockholders shall have the

right to, or shall, vote for or consent in writing to the election of directors of the Corporation

(whether at an annual meeting of the Corporation's stockholders, a special meeting of the

Corporation's stockholders called for the purpose of electing directors of the Corporation or at

any adjournment or postponement thereof), then, and in each such event, the VEBA shall have

the right to designate one nominee, which designation shall be subject to the prior written

consent of the UAW and if the designated nominee is not Independent, to the prior written

consent of UST, which consent of UST shall not be unreasonably withheld (the "VEBA

Nominee"), to serve as a director.

(a) From and after the date hereof to and including the IPO Date, the Board

agrees to nominate and the Holders agree to appoint such director.

(b) From and after the IPO Date, if the Board shall approve such nominee

(such approval not to be unreasonably withheld) the Board shall (i) nominate the VEBA

Nominee to be elected a member ofthe Board and (ii) include the VEBA Nominee in any proxy

statement and related materials used by the Corporation in respect of the election to which such

nomination pertains. In the event that the Board does not approve such nominee (or any

subsequent nominee), the VEBA shall have the right to designate a replacement VEBA Nominee

(and further replacement nominees for any subsequent nominees), which nominee shall be

subject to the prior written consent ofthe UAW, who shall be subject to approval ofthe Board in

accordance with this Section 2.3.

Section 2.4 Agreement to Nominate Canada Nominee. So long as Canada holds at

least 50% of its Initial Shares, at any time at which the Corporation's stockholders shall have the

right to, or shall, vote for or consent in writing to the election of directors of the Corporation

(whether at an annual meeting of the Corporation's stockholders, a special meeting of the

Corporation's stockholders called for the purpose of electing directors of the Corporation or at

each adjournment or postponement thereof), then, and in each such event, from and after the date

hereof to and including the IPO Date, Canada shall have the right to designate one nominee,

which nominee shall be Independent (the "Canada Nominee") (or ifsuch Canada Nominee is not

Independent, UST and Canada shall consult with each other in good faith prior to the election or

8
appointment of such non-Independent Canada Nominee), to serve as a director and the Board

agrees to nominate and the Holders agree to appoint such director; provided, however, that the

right of Canada to designate a Canada Nominee at any election pursuant to this Section 2.4 shall

only apply in the event that if Canada were not to designate a Canada Nominee at such election,

no member of the Board after such election would have been a Canada Nominee. In the event

that the Board nominates a former Canada Nominee for re-election not pursuant to a designation

by Canada with respect to such election, such former Canada Nominee shall not be considered a

Canada Nominee for the purpose of determining Canada's right to designate a nominee at such

election.

ARTICLE III

CERTAIN COVENANTS AND RESTRICTIONS

Section 3.1 Initial Public Offering. The Government Holders shall use their

reasonable best efforts to exercise their demand registration rights under the Equity Registration

Rights Agreement and cause an IPO to occur no later than July 10,2010, unless the Corporation

is already taking steps and proceeding with reasonable diligence to effect an IPO.

Section 3.2 Reserved.

Section 3.3 Transfer Restrictions. Subject to the restrictions set forth in this Section

3.3 (which restrictions shall not apply with respect to sales made in an underwritten offering

pursuant to a registration statement of the Corporation), the Holders shall have the right to

Transfer all or any portion of their respective Owned Shares, subject to compliance with

applicable law.

(a) Without the prior written consent of the Board, no Holder shall Transfer

any shares of Common Stock or any options or warrants to acquire Common Stock, or any

interest therein, to anyone Person or Group ifsuch Person or Group Beneficially Owns or would

as a result of such Transfer Beneficially Own (to the knowledge of the Holder after reasonable

inquiry) in excess of 10% of the Common Stock. Notwithstanding the foregoing, any Holder

may Transfer any or all of its shares of Common Stock or any options or warrants to acquire

Common Stock to any Permitted Transferee or pursuant to an exchange offer, a tender offer (or a

request for invitation for tenders to the extent not prohibited pursuant to Section 3.3(b», merger

or consolidation.

(b) Without the prior written consent of the Board, no Holder shall Transfer

any shares of Common Stock or any options or warrants to acquire Common Stock to any

automotive vehicle manufacturer or any Affiliate thereof; provided, however, that the VEBA,

UST, Canada and their respective Permitted Transferees (which shall not include Chrysler Group

LLC or any Affiliate thereot) shall not be regarded as Affiliates of Chrysler Group LLC for

purposes ofthis provision.

(c) No Transfer of any shares of Common Stock or any options or warrants to

acquire Common Stock in violation ofthis Agreement or in violation of any restrictive legend on

the Common Stock certificates of any Holder shall be made or recorded on the books of the

Corporation and any such Transfer shall be void and of no effect.

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(d) Upon the Corporation's request, any Holder shall promptly notify the

Corporation in writing of the number of shares of Common Stock then Beneficially Owned by

such Holder.

Section 3.4 Restrictions on Certain Corporate Actions. From and after the date hereof

to the IPO Date, the Corporation agrees that, so long as Canada Beneficially Owns at least 5% of

the aggregate number ofshares of Common Stock then issued and outstanding, without the prior

written consent of Canada, the Corporation will not take any action to effectuate any of the

following:

(a)

or otherwise);

(b)

a sale of all or substantially all ofthe assets ofthe Corporation (by merger

any voluntary liquidation, dissolution or winding up ofthe Corporation; or

(c) an issuance of Common Stock at a price per share less than fair market

value, as determined in good faith by the Board of Directors (other than pursuant to an employee

benefit plan).

Section 3.5 Certificate Legends. Each Holder covenants and agrees that it will

cooperate with the Corporation and take all action necessary to ensure that each certificate

representing such Holder's shares of Common Stock and the Warrant shall conspicuously bear a

legend in substantially the following form in addition to any other legend that may be required

by the Corporation:

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON

TRANSFER AND OTHER PROVISIONS OF A STOCKHOLDERS AGREEMENT,

DATED OCTOBER 15,2009, AMONG THE ISSUER OF THESE SECURITIES AND

THE INVESTORS REFERRED TO THEREIN, COPIES OF WHICH ARE ON FILE

WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT

MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN

COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER

NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

ARTICLE IV

VOTING AGREEMENT

Section 4.1 Government Holder Participation to Establish Quorum. From and after

the date hereof to and including the date of termination of this Agreement with respect to each

Government Holder in accordance with Section 6.2, at any meeting (whether annual or special

and each adjournment or postponement thereof) of the Corporation's stockholders, however

called, to the extent required to establish a quorum at such meeting, such Government Holder

will appear at such meeting or otherwise cause all shares of Common Stock Beneficially Owned

by such Government Holder as ofthe relevant time to be counted as present thereat for purposes

of calculating a quorum.

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Section 4.2 Government Holder Agreement to Vote. Each Government Holder hereby

irrevocably and unconditionally agrees that:

(a) from and after the date hereof to and including the earlier to occur of

(i) the IPO Date or (ii) the date of termination of this Agreement with respect to such

Government Holder in accordance with Section 6.2, at any meeting (whether annual or special

and each adjournment or postponement thereot) of the Corporation's stockholders, however

called, or in connection with any proposed action by written consent of the Corporation's

stockholders, such Government Holder may vote or cause to be voted (including by written

consent, if applicable) its Owned Shares on each matter presented to the stockholders of the

Corporation, including the election of directors, in such manner as such Government Holder

determines (i.e., "for," "against," "withheld" or otherwise), provided that each Government

Holder agrees to vote "for" any VEBA Nominee or Canada Nominee standing for election in

accordance with Section 2.3 and Section 2.4, respectively;

(b) from and after the IPO Date to and including the date of termination of

this Agreement with respect to such Government Holder in accordance with Section 6.2, at any

meeting (whether annual or special and each adjournment or postponement thereot) of the

Corporation's stockholders, however called, such Government Holder shall not vote and shall

cause its Owned Shares not to be voted, provided, however, that such Government Holder shall

be permitted to vote or cause to be voted its Owned Shares:

(i) in a vote with respect to any removal of directors only "for,"

"against" or "withhold" with respect to such removal;

(ii) in a vote with respect to any election of directors of the

Corporation (whether at an annual meeting of the Corporation's stockholders, a special meeting

of the Corporation's stockholders called for the purpose of electing directors of the Corporation

or at any adjournment or postponement thereot) only "for," "against" or "withhold" with respect

to the election of any candidates or directors, as the case may be, that are (A) nominated by the

Board, (B) nominated by third parties, or (C) nominated by either Government Holder pursuant

to the Joint Slate Procedure, provided that each Government Holder agrees to vote "for" the

nominees jointly nominated pursuant to the Joint Slate Procedure, and provided further, that each

Government Holder agrees to vote "for" any VEBA Nominee standing for election in accordance

with Section 2.3;

(iii) in a vote with respect to any Change of Control to be voted on by

the Corporation's stockholders, "for" or "against" such Change ofControl transaction;

(iv) in a vote with respect to any amendment or modification to the

Certificate of Incorporation or bylaws of the Corporation which would or may effect any of the

matters set forth in Section 4.2(b)(i), (ii) or (iii), "for" or "against" such amendment or

modification; and

(v) on each other matter presented to the stockholders of the

Corporation, solely to the extent that the vote of the Government Holder is required for the

11
stockholders to take action at a meeting at which a quorum is present, in the same proportionate

manner (either "for," "against," "withheld" or otherwise) as the holders of Common Stock (other

than UST, Canada, the VEBA and its Affiliates and the directors and Executive Officers of the

Corporation) that were present and entitled to vote on such matter voted in connection with each

such matter.

Section 4.3 VEBA Agreement to Vote. Notwithstanding anything else contained in this

Agreement, the VEBA hereby irrevocably and unconditionally agrees that from and after the

date hereof and to and including the date of termination of this Agreement with respect to the

VEBA in accordance with Section 6.2, at any meeting (whether annual or special and each

adjournment or postponement thereof) of the Corporation's stockholders, however called, or in

connection with any proposed action by written consent of the Corporation's stockholders, the

VEBA will (i) appear at such meeting or otherwise cause all shares of Common Stock

Beneficially Owned by the VEBA as of the relevant time ("VEBA Owned Shares") to be

counted as present thereat for purposes of calculating a quorum and (ii) vote or cause to be voted

(including by written consent, if applicable) such VEBA Owned Shares on each matter presented

to the stockholders ofthe Corporation in the same proportionate manner (either "for," "against,"

"withheld" or otherwise) as (x) in the case of any proposed stockholder action at a meeting ofthe

Corporation's stockholders, the holders of Common Stock (other than the VEBA and its

Affiliates, and the directors and Executive Officers of the Corporation) that were present and

entitled to vote on such matter voted in connection with each such matter and (y) in the case of

any proposed stockholder action by written consent taken prior to an IPO, all the holders of

Common Stock (other than the VEBA and its Affiliates, and the directors and Executive Officers

ofthe Corporation) consented or did not consent in connection with each such matter.

Section 4.4 Irrevocable Proxy. This Section 4.4 is effective from and after the IPO

Date to and including the date of termination of this Agreement. Each of UST, Canada and the

VEBA hereby revokes any and all previous Proxies or similar rights granted with respect to its

Owned Shares. Subject to the last two sentences of this Section 4.4, upon the request of the

Corporation and subject to applicable Law, each of UST, Canada and the VEBA shall, or shall

use its reasonable best efforts to cause any Person serving as the nominee (each, a "Nominee") of

such Holder with respect to its Owned Shares to, irrevocably appoint the Corporation or its

designee as its proxy to vote (or cause to be voted) its Owned Shares in accordance with Section

4.2(b)(v) or Section 4.3 hereof (as applicable). Such Proxy shall be irrevocable and coupled

with an interest. In the event that any such Nominee for any reason fails to irrevocably appoint

the Corporation or its designee as UST's, Canada's or the VEBA's Proxy in accordance with this

Section 4.4, such Holder shall cause such Nominee to vote its Owned Shares in accordance with

Section 4.2(b)(v) or Section 4.3 hereof (as applicable). In the event that UST, Canada, the

VEBA or any of their respective Nominees fails for any reason to vote its Owned Shares in

accordance with the applicable requirements of Section 4.2(b)(v) or Section 4.3 hereof (as

applicable), then the Corporation or its designee shall have the right to vote such Holder's

Owned Shares (and withdraw any previous vote) in accordance with Section 4.2(b)(v) or

Section 4.3 hereof (as applicable). Subject to applicable Law, the vote of the Corporation or its

designee shall control in the event of any conflict between the vote by the Corporation or its

designee of UST's, Canada's or the VEBA's Owned Shares and a vote by such Holder (or any

Nominee on behalf of such Holder) of its Owned Shares. Notwithstanding the foregoing, the

12
proxy granted by UST, Canada, the VEBA or any of their respective Nominees shall be

automatically revoked upon termination of this Agreement with respect to such Holder in

accordance with its terms.

Section 4.5 Inconsistent Voting Agreements. Each of UST, Canada and the VEBA

hereby agrees that it shall not enter into any agreement, contract or understanding with any

Person (prior to the termination of this Agreement with respect to such Holder) directly or

indirectly to vote, grant a Proxy or power of attorney or give instructions with respect to the

voting ofsuch its Owned Shares in any manner that is inconsistent with this Agreement.

ARTICLE V

OTHER AGREEMENTS

Section 5.1 Tag-Along Rights. (a) If at any time prior to the IPO, UST (for purposes

ofthis Section 5.1, the "Selling Holder") desires to sell any or all of its shares ofCommon Stock

(other than a Transfer to a Permitted Transferee), each of VEBA and Canada (for purposes of

this Section 5.1, the "Co-Sale Holders") which is not then in breach ofthis Agreement shall have

the right to include a number of such Co-Sale Holder's shares of Common Stock in such

contemplated sale, at the same price per share and upon the same terms and conditions to be paid

and given to the Selling Holder, equal to the product (rounded up to the nearest whole number)

obtained by multiplying (i) the maximum number of shares of Common Stock that can be

included in the contemplated sale and (ii) a fraction (A) the numerator of which is equal to the

number of shares of Common Stock held by such Co-Sale Holder and (B) the denominator of

which is equal to the number of shares of Common Stock held, in the aggregate, by the Selling

Holder and all Co-Sale Holders which elect to include their shares of Common Stock in such

sale, in each case exclusive of any shares of Common Stock that are subject to a previously

executed binding sale agreement.

(b) The Selling Holder shall give notice to each of the Co-Sale Holders of

each proposed sale giving rise to the rights ofthe Co-Sale Holders set forth in Section 5.1(a) at

least 20 Business Days prior to the proposed consummation of any such sale, setting forth the

number of shares of Common Stock proposed to be so sold (the "Sold Shares"), the name and

address ofthe proposed transferee or transferees, the proposed amount and form of consideration

and the terms and conditions of payment offered by such proposed transferee or transferees, and

a representation that the proposed transferee or transferees have been informed of the rights of

co-sale provided for in this Section 5.1 (the "Co-Sale Notice"). The rights of co-sale provided

pursuant to this Section 5.1 must be exercised by any Co-Sale Holder within ten Business Days

following receipt ofthe notice required by the preceding sentence, by delivery of a written notice

to the Selling Holder indicating such Co-Sale Holder's desire to exercise its rights and specifying

the number of shares of Common Stock (up to the maximum number of shares of Common

Stock as provided in Section 5.1(a)). If the proposed transferee or transferees fail to purchase

shares of Common Stock from any Co-Sale Holder that has properly exercised its rights of cosale under Section 5.1(a) on the terms specified above, then the Selling Holder shall not be

permitted to make the proposed sale. If none of the Co-Sale Holders gives such notice prior to

the expiration ofthe ten Business Day period for giving such notice, then the Selling Holder may

sell the Sold Shares to any Person on terms and conditions that are no more favorable to the

Selling Holder than those set forth in the Co-Sale Notice at any time within a period ending on

13
the later to occur of (x) 120 days following the expiration of such period for giving notice or

(y) if"a definitive agreement to sell the Sold Shares is entered into by the Selling Holder within

such 120-day period, the date on which all applicable approvals and consents of Governmental

Authorities with respect to such proposed sale have been obtained and any applicable waiting

period under Law have expired or been terminated. If the Selling Holder has not consummated

the proposed sale within the time period set forth in the immediately preceding sentence, then the

Selling Holder shall not sell any such shares of Common Stock without again complying with

this Section 5.1.

(c) If any of the Co-Sale Holders exercise their rights under Section 5.1(a),

the closing of the purchase of the shares of Common Stock with respect to which such rights

have been exercised shall take place concurrently with the closing of the sale of the Selling

Holder's interests.

(d) The provisions ofthis Section 5.1 shall not apply to any proposed sale by

any Holder effected pursuant to the demand registration or piggyback provisions of the Equity

Registration Rights Agreement.

Section 5.2 Drag-Along Rights.

(a) At any time prior to the IPO, if UST (for purposes of this Section 5.2, the

"Electing Holder"), determines to sell, in a single transaction or a series of related transactions,

to an independent third party or parties (the "Drag-Along Buyer"), greater than 25% ofthe Initial

Shares of Common Stock held by the Electing Holder, the Electing Holder may require each of

the VEBA and Canada (the "Non-Electing Holders") to sell or cause to be sold up to a number of

their shares ofCommon Stock as ofsuch date in such transaction (by merger or otherwise), equal

to the product (rounded up to the nearest whole number) obtained by multiplying (i) the

maximum number ofshares of Common Stock to be included in the contemplated sale and (ii) a

fraction (A) the numerator of which is equal to the number of shares of Common Stock held by

such Non-Electing Holder and (B) the denominator of which is equal to the number ofshares of

Common Stock held, in the aggregate, by the Electing Holder and all Non-Electing Holders, to

the Drag-Along Buyer, for the same consideration per share of Common Stock and on the same

terms and conditions as the Electing Holder, subject to the provisions of this Section 5.2 (the

"Compelled Sale") and to take such other actions with respect thereto as set forth in Section

5.2(b) below.

(b) The Corporation, ifinstructed in writing by the Electing Holder, shall send

written notice (the "Compelled Sale Notice") of the exercise of the rights pursuant to this

Section 5.2 to each of the Non-Electing Holders setting forth the consideration per share of

Common Stock to be paid pursuant to the Compelled Sale and the other terms and conditions of

the transaction. Each Non-Electing Holder, upon receipt of the Compelled Sale Notice, will be

obligated to (i) except in the case of the VEBA, vote its shares of Common Stock in favor of

such Compelled Sale at any meeting of stockholders of the Corporation called to vote on or

approve such Compelled Sale (or any written consent solicited for such purpose), (ii) sell the

requisite number of its shares of Common Stock, and participate in the Compelled Sale and

(iii) otherwise take all necessary action, including, without limitation, expressly waiving any

dissenter's rights or rights of appraisal or similar rights, providing access to documents and

14
records ofthe Corporation, entering into an agreement reflecting the terms ofthe Compelled Sale

(although Non-Electing Holders shall not be required to provide representations, warranties and

indemnities other than concerning each such Holder's valid ownership of its shares of Common

Stock free of all liens, and each such Holder's authority, power and right to enter into and

consummate the Compelled Sale without violating any other agreement), surrendering

certificates or other instruments representing the shares of Common Stock, duly authorized for

transfer or accompanied by a duly executed stock power, cooperating in obtaining any applicable

Governmental Approval and otherwise to cause the Corporation to consummate such Compelled

Sale. Any such Compelled Sale Notice may be rescinded by the Electing Holder at any time

prior to the execution of any agreement with respect to a Compelled Sale by delivering written

notice thereofto the Corporation and all ofthe Non-Electing Holders.

(c) The obligations of the Non-Electing Holders pursuant to this Section 5.2

are subject to the satisfaction ofthe following conditions:

(i) in the event that the Non-Electing Holders are required to provide

the representations, warranties or indemnities in connection with the Compelled Sale described

in Section 5.2(b) above, then, each such Holder (A) will not be liable for more than the lesser of

(x) its pro rata share of such indemnification payments (based upon the total consideration

received by such Holder divided by the total consideration received by all sellers in such

Compelled Sale) and (y) the total proceeds actually received by such Holder as consideration for

its shares of Common Stock in such Compelled Sale, and (B) such liability shall be several and

not joint with any other Person; and

(ii) if any Holder is given an option as to the form and amount of

consideration to be received, each other Holder shall be given the same option.

(d) Each Holder shall be obligated to pay his, her or its pro rata share of the

expenses incurred in connection with a consummated Compelled Sale (based upon the total

consideration received by such Holder divided by the total consideration received by all sellers in

such Compelled Sale) to the extent such costs are incurred for the benefit of all Holders and are

not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a

Holder for his, her or its sole benefit will not be considered costs ofthe transaction hereunder).

(e) If any Holder fails to sell to the Drag-Along Buyer its shares of Common

Stock to be sold pursuant to this Section 5.2, each Holder agrees that the Board shall cause such

shares of Common Stock to be sold to the Drag-Along Buyer on the Corporation's books in

consideration of the purchase price, and such Drag-Along Holder's pro rata portion of the

purchase price may be held in escrow, without interest, until such time as he, she or it takes such

actions as the Board may reasonably request in connection with the transaction.

Section 5.3 Preemptive Rights.

(a) At any time prior to the IPO (and not including the IPO itself), the

Corporation shall not issue any shares of Common Stock unless, prior to such issuance, the

Corporation offers such shares of Common Stock to each Holder at the same price per share and

upon the same terms and conditions.

15
(b) Not less than 20 Business Days prior to the closing of such offering (the

"Preemptive Rights Period"), the Corporation shall send a written notice to each Holder stating

the number of shares of Common Stock to be offered (the "Preemptive Rights Shares"), the

proposed closing date and the price and terms on which it proposes to offer such shares of

Common Stock.

(c) Within 10 Business Days after the receipt ofthe notice pursuant to Section

5.3(b), each Holder may elect, by written notice to the Corporation to purchase shares of

Common Stock of the Corporation, at the price and on the terms specified in such notice, up to

an amount equal to the product obtained by multiplying (x) the total number of shares of

Common Stock to be issued by (y) a fraction, (A) the numerator ofwhich is the number ofshares

of Common Stock held by such Holder and (B) the denominator of which is the number oftotal

outstanding shares ofCommon Stock.

(d) The closing of any such purchase of shares of Common Stock by such

Holder pursuant to this Section 5.3(d) shall occur concurrently with the closing of the proposed

issuance, as applicable, subject to adjustment to obtain any necessary Governmental Approval.

(e) Upon the expiration of the Preemptive Rights Period, the Corporation

shall be entitled to sell such Preemptive Rights Shares that the Holders have not elected to

purchase for a period ending 120 days following the expiration of the Preemptive Rights Period

on terms and conditions not materially more favorable to the purchasers thereof than those

offered to the Holders. Any Preemptive Rights Shares to be sold by the Corporation following

the expiration of such period must be reoffered to the Holders pursuant to the terms of this

Section 5.3 or if any such agreement to Transfer is terminated.

(f) The provisions of this Section 5.3 shall not apply to the following

issuances ofshares ofCommon Stock:

(i) incentive shares of Common Stock issued to or for the benefit of

employees, officers, directors and other service providers of or to the Corporation or any

subsidiary of the Corporation in accordance with the terms hereof or any applicable incentive

plan ofthe Corporation;

(ii) securities issued upon conversion of convertible or exchangeable

securities (including warrants) of the Corporation or any of its subsidiaries that are outstanding

as ofthe date ofthis Agreement or were not issued in violation ofthis Section 5.3; and

(iii) a subdivision of shares of Common Stock (including any share

distribution or split), any combination of shares of Common Stock (including any reverse share

split), shares issued as a dividend or other distribution on the shares of Common Stock or any

recapitalization, reorganization, reclassification or conversion of the Corporation or any of its

subsidiaries.

Section 5.4 Information Rights.

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(a) For so long as UST Beneficially Owns at least ten percent (10%) of the

aggregate number ofshares of Common Stock then issued and outstanding, the Corporation shall

deliver to UST:

(i) all financial statements, budgets, reports, liquidity statements,

materials, data and other information required to be delivered to UST pursuant to Section 5 of

the UST Secured Credit Agreement (provided that, if and for so long as the Corporation has

complied with the applicable covenants under Section 5 of the UST Secured Credit Agreement,

the Corporation shall be deemed to have satisfied this Section 5.4(a)(i»;

(ii) a monthly report in form and substance reasonably satisfactory to

UST, the contents of which shall be reasonably specified by UST to the Corporation from time to

time;

(iii) from time to time such other information regarding the financial

condition, operations, or business ofthe Corporation as UST may reasonably request; and

(iv) copies of all other information that the Corporation delivers to the

Debtor, in its capacity as a shareholder ofthe Corporation.

provided that, for so long as Canada Beneficially Owns at least ten percent (l 0%) of the

aggregate number ofshares of Common Stock then issued and outstanding, the Corporation shall

deliver to Canada copies of all information that the Corporation delivers to UST pursuant to

Section 5.4(a)(i), (ii), (iii) and (iv) hereof.

(b) Prior to the IPO Date, the Corporation shall deliver to the VEBA (whether

or not the notes issued pursuant to the VEBA Secured Note Agreement are then outstanding):

(i) all financial statements, budgets, reports, liquidity statements,

materials, data and other information required to be delivered to the VEBA pursuant to Section

5.1 of the VEBA Secured Note Agreement (provided that, if and for so long as the Corporation

has complied with the applicable covenants under Section 5.1 of the VEBA Secured Note

Agreement, the Corporation shall be deemed to have satisfied this Section 5.4(b)(i»; and

(ii) copies of all other information that the Corporation delivers to the

Debtor, in its capacity as a shareholder ofthe Corporation.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. Any notice, request, instruction, consent, document or other

communication required or permitted to be given under this Agreement shall be in writing and

shall be deemed to have been sufficiently given or served for all purposes (a) upon delivery when

personally delivered; (b) on the later of the scheduled delivery date or the first Business Day

following such delivery date (if scheduled for delivery on a day that is not a Business Day) after

having been sent by a nationally or internationally recognized overnight courier service (charges

17
prepaid); (c) at the time received when sent by registered or certified mail, return receipt

requested, postage prepaid; or (d) at the time when confirmation of successful transmission is

received (or the first Business Day following such receipt if the date of such receipt is not a

Business Day) if sent by facsimile, in each case, to the recipient at the address or facsimile

number, as applicable, indicated below:

Ifto the Corporation or the Operating Company:

General Motors Holding Company (to be renamed General

Motors Company)

300 Renaissance Center

Detroit, MI 48265-3000

482-C25-A36

Attention: Anne T. Larin

Fax: (248) 267-4331

with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

Attention: John J. Rapisardi

R. Ronald Hopkinson

Fax: (212) 504-6666

Ifto UST:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office of Financial Stability

Facsimile: (202) 927-9225

Email: OFSChiefCounseINotices@do.treas.gov

Ifto Canada:

7176384 Canada Inc.

1235 Bay Street, Suite 400

Toronto, ON M5R 3K4

Attention: Mr. Michael Carter

Fax: (416) 934-5009

with a copy to:

18
Torys LLP

79 Wellington Street, West, Suite 3000

Toronto, ON M5K 1N2

Attention: Patrice S. Walch-Watson

Fax: (416) 865-7380

Email: PWalch-Watson@torys.com

Ifto the VEBA:

UAW Retiree Medical Benefits Trust

P.O. Box 14309

Detroit, MI 48214

Attention: Bob Naftaly

Fax: (313) 926-4065

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attention: Richard S. Lincer

David 1. Gottlieb

Fax: (212) 225-3999

provided, however, if any party shall have designated a different addressee and/or contact

information by notice in accordance with this Section 6.1, then to the last addressee as so

designated.

Section 6.2 Termination. All rights, restrictions and obligations hereunder shall

terminate with respect to a Holder, and this Agreement shall have no further force and effect

upon such Holder, when such Holder Beneficially Owns less than 2% ofthe aggregate number of

shares of Common Stock then issued and outstanding; provided, that all rights and obligations

under this Article VI shall continue in perpetuity.

Section 6.3 Authority. Each of the parties hereto represents to the other that (a) it has

the corporate or other organizational power and authority to execute, deliver and perform this

Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly

authorized by all necessary corporate or organizational action and no such further action is

required, (c) it has duly and validly executed and delivered this Agreement, and (d) this

Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its

terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar

laws affecting creditors' rights generally and general equity principles.

Section 6.4 No Third Party Beneficiaries. This Agreement shall be for the sole and

exclusive benefit of (i) the Corporation and its successors and permitted assigns, (ii) each Holder

(including any trustee thereof) and any other investment manager or managers acting on behalf

ofsuch Holder with respect to the Common Stock and their respective successors and permitted

19
assigns, and (iii) the UAW. Nothing in this Agreement shall be construed to give any other

Person any legal or equitable right, remedy or claim under this Agreement.

Section 6.5 No Personal Liability by the VEBA Signatory. It is expressly understood

and agreed by the parties hereto that this Agreement is being executed and delivered by the

signatory on behalf of the VEBA not individually or personally but solely in his capacity as

Chairman of the Committee of the VEBA in the exercise of the powers and authority conferred

and vested in him in such capacity and under no circumstances shall the signatory have any

personal liability in an individual capacity in connection with this Agreement or any transaction

contemplated hereby.

Section 6. 6 Cooperation. Each party hereto shall take such further action, and execute

such additional documents, as may be reasonably requested by any other party hereto in order to

carry out the purposes ofthis Agreement.

Section 6.7 Governing Law; Forum Selection. This Agreement shall be governed by

and construed and interpreted in accordance with the laws of the State of Delaware. Any action

or proceeding against the parties relating in any way to this Agreement may be brought and

enforced exclusively in the courts ofthe State ofNew York located in the Borough of Manhattan

or (to the extent subject matter jurisdiction exists therefor) the U.S. District Court for the

Southern District of New York, and the parties irrevocably submit to the jurisdiction of both

courts in respect of any such action or proceeding.

Section 6.8 WAIVER OF JURY TRIAL. EACH PARTY WAIVES THE RIGHT TO A

TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS

AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, AND

AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO

EFFECT SUCH WAIVER.

Section 6.9 Assignment; Successors and Assigns. Neither this Agreement nor any of

the rights, interests or obligations provided by this Agreement may be assigned by any party

(whether by operation of law or otherwise), other than an assignment to a Permitted Transferee

in connection with a Transfer made in accordance with this Agreement, without the prior written

consent ofthe other parties, and any such assignment without such prior written consent shall be

null and void. Subject to the preceding sentence and except as otherwise expressly provided

herein, this Agreement shall be binding upon and benefit the Corporation and each Holder.

Except for a Permitted Transferee, no purchaser or recipient of shares of Common Stock from a

Holder shall have any rights under this Agreement.

Section 6.10 After Acquired Securities. All of the provisions of this Agreement shall

apply to all of the Voting Securities now Beneficially Owned or that may be issued or

Transferred hereafter to any Holder hereto in consequence of any additional issuance, purchase,

exchange or reclassification of any of the Voting Securities, corporate reorganization, or any

other form or recapitalization, consolidation, merger, share split or share divide, or that are

acquired by a Holder in any other manner.

20
Section 6.11 Entire Agreement. This Agreement (together with the Annex) contains the

final, exclusive and entire agreement and understanding ofthe parties with respect to the subject

matter hereof and thereof and supersedes all prior and contemporaneous agreements and

understandings, whether written or oral, among the parties with respect to the subject matter

hereof and thereof. This Agreement shall not be deemed to contain or imply any restriction,

covenant, representation, warranty, agreement or undertaking of any party with respect to the

transactions contemplated hereby or thereby other than those expressly set forth herein or

therein, and none shall be deemed to exist or be inferred with respect to the subject matter

hereof.

Section 6.12 Severability. Whenever possible, each term and provlSlon of this

Agreement will be interpreted in such manner as to be effective and valid under law. If any term

or provision of this Agreement, or the application thereof to any Person or any circumstance, is

held to be illegal, invalid or unenforceable, (a) a suitable and equitable provision shall be

substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent

and purpose of such illegal, invalid or unenforceable provision and (b) the remainder of this

Agreement or such term or provision and the application of such term or provision to other

Persons or circumstances shall remain in full force and effect and shall not be affected by such

illegality, invalidity or unenforceability, nor shall such invalidity or unenforceability affect the

legality, validity or enforceability of such term or provision, or the application thereof, in any

jurisdiction.

Section 6.13 Enforcement ofthis Agreement. The parties agree that irreparable damage

would occur in the event that any provision ofthis Agreement were not performed in accordance

with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall,

without the posting of a bond, be entitled, subject to a determination by a court of competent

jurisdiction, to an injunction or injunctions to prevent any such failure of performance under, or

breaches of, this Agreement, and to enforce specifically the terms and provisions hereof and

thereof, this being in addition to all other remedies available at law or in equity, and each party

agrees that it will not oppose the granting ofsuch relief on the basis that the requesting party has

an adequate remedy at law.

Section 6.14 Amendment. This Agreement may not be amended, modified or

supplemented except upon the execution and delivery of a written agreement executed by a duly

authorized representative or officer of each ofthe parties.

Section 6.15 Headings. The descriptive headings of the Articles, Sections and

paragraphs of, and the Annex to, this Agreement are included for convenience only, do not

constitute a part of this Agreement and shall not be deemed to limit, modify or affect any ofthe

provisions hereof.

Section 6.16 Counterparts; Facsimiles. This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, and all of which taken together

shall constitute one and the same Agreement. All signatures ofthe parties may be transmitted by

facsimile or electronic delivery, and each such facsimile signature or electronic delivery

signature (including a pdf signature) will, for all purposes, be deemed to be the original signature

ofthe party whose signature it reproduces and be binding upon such party.

21
Section 6.17 UST. Notwithstanding anything in this Agreement to the contrary, UST

shall only be bound by this Agreement in its capacity as stockholder and nothing in this

Agreement shall be binding on or create any obligation on the part of UST in any other capacity

or any branch or agency ofthe United States Government or subdivision thereof.

Section 6.18 Canada. Notwithstanding anything in this Agreement to the contrary,

Canada shall only be bound by this Agreement in its capacity as stockholder and nothing in this

Agreement shall be binding on or create any obligation on the part of Canada in any other

capacity or any branch or agency ofthe Canadian Government or subdivision thereof.

Section 6.19 Time Periods. Unless otherwise specified in this Agreement, an action

required under this Agreement to be taken within a certain number of days shall be taken within

that number of calendar days (and not Business Days); provided, however, that ifthe last day for

taking such action falls on a day that is not a Business Day, the period during which such action

may be taken shall be automatically extended to the next Business Day.

Section 6.20 Termination ofOperating Company Stockholders Agreement; Waiver. The

Operating Company, each of the Government Holders and the VEBA acknowledges and agrees

that, simultaneously with the execution ofthis Agreement, the Operating Company Stockholders

Agreement is terminated in all respects, all the claims, remedies, rights and privileges granted

therein are relinquished and surrendered, and all obligations and duties owed or required to be

performed thereunder are waived and released.

[Remainder ofthe page intentionally blank]

22
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Stockholders Agreement on the date first above written.

GENERAL MOTORS HOLDING

COMPANY

BY:~ Name: ~Ral11deV Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By:

Name:

Title:

7176384 CANADA INC.

By:

Name:

Title:

By: _

Name:

Title:

UAW RETIREE MEDICAL BENEFITS

TRUST

By:

Name: Robert Naftaly

Title: Chairman ofthe Committee ofthe UAW

Retiree Medical Benefits Trust

SIGNATURE PAGE TO THE STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have

executed and delivered this Stockholders Agreement on the date first above written.

GENERAL MOTORS HOLDING

COMPANY

By: _

Name: Niharika Ramdev

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT OF

THE T~~ry' .d-J

BY:_~~=.!!~_----.!!..-L /f,{""::""!""""'::::::-=--=-----::"':""--I,IName: Herbert M. Allison, Jr.

Title: Assistant Secretary for Financial Stabi ty

7176384 CANADA INC.

By: _

Name: _

Title: _

By: _

Name: _

Title: _

UAW RETIREE MEDICAL BENEFITS

TRUST

By: _

Name: Robert Naftaly

Title: Chairman ofthe Committee ofthe VAW

Retiree Medical Benefits Trust

SIGNATURE PAGE TO THE STOCKHOLDERS AGREEMENT
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Stockholders Agreement on the date first above written.

GENERAL MOTORS HOLDING

COMPANY

By: ---:-::::--=--=-_::-- _

Name: Niharika Ramdev

Title: AssistmtTreasurer

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By: _

Name:

Title:

UAWRETIREE MEDICAL BENEFITS

TRUST

By: ~~-~-::--::-------- Name: Robert Naftaly

Title: Chairman ofthe Committee ofthe UAW

Retiree Medical Benefits Trust

SIGNAlUREfAGEro nreSTOCKHOLDWAOREE!MBNT
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Stockholders Agreement on the date first above written.

GENERAL MOTORS HOLDING

COMPANY

By: _

Name: Niharika Ramdev

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By: _

Name:

Title:

7176384 CANADA INC.

By: _

Name:

Title:

By: _

Name:

Title:

UAW RETIREE MEDICAL BENEFITS

TRUST

Name: BY.~aftaly

Title: ainnan ofthe Committee ofthe UAW

Retiree Medical Benefits Trost

SIGNAnJREPAGE TO THB STOCKHOlDERS AGREEMENT
Solely for purposes of Section 6.20:

GENERAL MOTORS COMPANY

~:'e:~- Title: Assistant Treasurer

CONTINUATION OF SIGNATURE PAGE TO THE STOCKHOLDERS AGREEMENT
Annex I

Holder Number ofInitial Shares of Number ofInitial Shares of

Common Stock Series A Preferred Stock

UST 304,131,356 83,898,305

Canada 58,368,644 16,101,695

VEBA 87,500,000 260,000,000

Total: 450,000,000 360,000,000

Holder Number of Shares of Common

Stock for which Warrant is

Exercisable

VEBA 15,151,515
EQUITY REGISTRATION RIGHTS AGREEMENT

This EQUITY REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered

into as of October 15,2009 by and among GENERAL MOTORS HOLDING COMPANY (to be

renamed General Motors Company), a Delaware corporation (the "Corporation"), THE UNITED

STATES DEPARTMENT OF THE TREASURY (the "UST"), 7176384 CANADA INC., a

corporation organized under the laws of Canada ("Canada"), the UAW RETIREE MEDICAL

BENEFITS TRUST, a voluntary employees' beneficiary association (the "VEBA"), MOTORS

LIQUIDATION COMPANY (formerly known as General Motors Corporation), a Delaware

corporation (the "Debtor"), and solely for purposes of Section 4.18, General Motors Company

(formerly known as NGMCO, Inc.), a Delaware corporation and successor-in-interest to Vehicle

Acquisition Holdings LLC (to be converted to General Motors LLC, the "Operating Company").

WHEREAS, each ofthe Government Holders (as defined below), the VEBA, the Debtor

and the Operating Company were parties to that certain Equity Registration Rights Agreement,

dated as ofJuly 10, 2009 (the "Operating Company Registration Rights Agreement");

WHEREAS, in connection with a reorganization involving the Operating Company, an

indirect wholly-owned subsidiary of the Corporation has been merged with and into the

Operating Company, with the Operating Company continuing as the surviving corporation and

becoming an indirect wholly-owned subsidiary ofthe Corporation (the "Merger");

WHEREAS, as a result ofthe Merger, each Holder has been issued that number ofshares

of common stock, par value $0.01 per share, ofthe Corporation (the "Common Stock") set forth

opposite such Holder's name on Annex I hereto in exchange for the shares of common stock, par

value $0.01 per share, ofthe Operating Company previously held by it;

WHEREAS, as a result ofthe Merger, each ofthe VEBA and the Debtor has been issued

one or more warrants initially exercisable for that number of shares of Common Stock set forth

opposite such Holder's name on Annex I hereto (collectively, the "Warrants") in exchange for

the warrants to acquire shares of common stock, par value $0.01 per share, of the Operating

Company previously held by it;

WHEREAS, as a result of the Merger, each of the Government Holders and the VEBA

has been issued that number of shares of Series A Fixed Rate Cumulative Perpetual Preferred

Stock, par value $0.01 per share of the Corporation (the "Preferred Stock"), set forth opposite

such Holder's name on Annex I hereto in exchange for the shares of Series A fixed rate

cumulative perpetual preferred stock, par value $0.01 per share, of the Operating Company

previously held by it;

WHEREAS, concurrently with the execution of this Agreement, the Corporation, the

Government Holders and the VEBA have executed that certain Stockholders Agreement, dated

as ofthe date hereof; and

WHEREAS, the parties hereto desire to terminate the Operating Company Registration

Rights Agreement and the Corporation desires to provide the Government Holders, the VEBA

1785695.10
and the Debtor with registration rights with respect to such shares of Common Stock, Warrants

and Preferred Stock held by such Holders and their permitted assigns, on the terms and

conditions set forth herein.

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

contained in this Agreement, and for other good and valuable consideration, the value, receipt

and sufficiency ofwhich are acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Certain Defined Terms. As used in this Agreement, the following terms

have the following meanings set forth below or in the sections set forth below:

"Adverse Disclosure" means public disclosure of material non-public information that, in

the Corporation's good faith judgment, after consultation with independent outside counsel to the

Corporation, (a) would be required to be made in any registration statement or report filed with

the SEC by the Corporation so that such registration statement or report would not be materially

misleading; (b) would not be required to be made at such time but for the filing of such

registration statement; and (c) the Corporation has a bona fide business purpose for not

disclosing publicly.

"Adverse Effect" shall have the meaning set forth in Section 2.1.6.

"Advice" shall have the meaning set forth in Section 2.7.

"Affiliate" means, with respect to any Person, any other Person who Controls, is

Controlled by or is under common Control with, such Person.

"Agreement" shall have the meaning set forth in the Preamble.

"Canada" shall have the meaning set forth in the Preamble.

"Co-Managers" shall have the meaning set forth in Section 2.1.4(a).

"Common Stock" shall have the meaning set forth in the Recitals.

"Control" means the direct or indirect power to direct or cause the direction of

management or policies of a Person, whether through the ownership of voting securities, general

partnership interests or management member interests, by contract or trust agreement, pursuant

to a voting trust or otherwise. "Controlling" and "Controlled" have the correlative meanings.

"Corporation" shall have the meaning set forth in the Preamble.

"Corporation ShelfRegistration" shall have the meaning set forth in Section 2.2.1.

"Debtor" shall have the meaning set forth in the Preamble.

"Demand Registration" shall have the meaning set forth in Section 2.1.1(a).

2

1785695.10
"Demand Request" shall have the meaning set forth in Section 2.1.1(a).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules

and regulations thereunder.

"Excluded Registration" means a registration under the Securities Act of (a) securities

pursuant to one or more Demand Registrations pursuant to Article 2 hereof, (b) securities

registered on Form S-4 or S-8 or any similar successor forms, (c) securities convertible into or

exercisable or exchangeable for Common Stock and (d) securities registered on Form S-3 or any

successor form covering solely securities issued under a dividend reinvestment program.

"FINRA" shall have the meaning set forth in Section 2.5(a)(xvii).

"Government Holders" means the UST and Canada.

"Governmental Authority" means any United States or non-United States federal,

provincial, state or local government or other political subdivision thereof, any entity, authority,

agency or body exercising executive, legislative, judicial, regulatory or administrative functions

of any such government or political subdivision, and any supranational organization ofsovereign

states exercising such functions for such sovereign states.

"Holder" means each of (a) the UST, Canada, the VEBA and the Debtor and (b) any

direct or indirect transferee of any such Holder who shall become a party to this Agreement in

accordance with Section 2.10.

"Indemnitee" shall have the meaning set forth in Section 2.9.1.

"Indemnitor" shall have the meaning set forth in Section 2.9.3(a) but shall, for the

avoidance of doubt, exclude the Government Holders and the VEBA for purposes of providing

indemnification hereunder.

"Initial Sale Time" shall have the meaning set forth in Section 2.9.1.

"Inspectors" shall have the meaning set forth in Section 2.5(a)(xiii).

"IPQ" means the Corporation's first public offering of Common Stock (whether such

offering is primary or secondary) that is underwritten by a nationally recognized investment

bank, pursuant to a registration statement filed under the Securities Act and declared effective by

the SEC (other than a registration effected solely to implement an employee benefit plan or a

transaction to which Rule 145 under the Securities Act is applicable, or a registration statement

on Form S-4, Form S-8 or a successor to one ofthose forms).

"Issuer Free Writing Prospectus" shall have the meaning set forth in Section 2.6.

"Lead Underwriters" shall have the meaning set forth in Section 2.1.4(a).

"Losses" shall have the meaning set forth in Section 2.9.1.

3

1785695.10
"Market Value" shall mean with respect to any particular class or type of Registrable

Securities (a) at any time securities of the same class or type as the applicable Registrable

Securities are listed on a national securities exchange, the closing price of such class or type of

securities on the trading day immediately preceding the date ofthe Demand Request or Transfer

Notice, (b) at any time that the Warrants are not listed on a national securities exchange but the

Common Stock is listed on a national securities exchange, for each Warrant, the closing price of

one share of Common Stock multiplied by the number of shares of Common Stock for which

such Warrant is then exercisable (assuming cashless exercise), or (c) other than in the case of

clause (a) or clause (b), the estimated market value determined in good faith by the Corporation

based upon the advice of a nationally recognized independent investment banking firm retained

by the Corporation (at the sole expense of the Corporation) for this purpose (which investment

banking firm shall be reasonably acceptable to the UST or if the UST is not the Requesting

Holder, the Holders of a majority of the Registrable Securities covered by the Demand Request

or Transfer Notice).

"Master Sale and Purchase Agreement" means the Amended and Restated Master Sale

and Purchase Agreement, dated as of June 26, 2009 and as amended from time to time, by and

among the Debtor, Saturn LLC, Saturn Distribution Corporation, Chevrolet-Saturn of Harlem,

Inc. and the Operating Company.

"Material Adverse Change" means (a) any general suspension of trading in, or limitation

on prices for, securities on any national securities exchange or over-the-counter market in the

United States of America; (b) the declaration of a banking moratorium or any suspension of

payments in respect of banks in the United States of America; (c) a material outbreak or

escalation of armed hostilities or other international or national calamity (including an act of

terrorism) involving the United States of America or the declaration by the United States of a

national emergency or war or a change in national or international financial, political or

economic conditions; or (d) any material adverse change in the business, assets or condition

(financial or otherwise) ofthe Corporation and its subsidiaries, taken as a whole.

"Merger" shall have the meaning set forth in the Recitals.

"MSPA Letter Agreement" means that certain letter agreement, dated as of the date

hereof, among the Corporation, the Debtor and the Operating Company, in respect of the

Adjustment Shares (as defined in the Master Sale and Purchase Agreement).

"Operating Company" shall have the meaning set forth in the Preamble.

"Operating Company Registration Rights Agreement" shall have the meaning set forth in

the Recitals.

"Person" means any individual, partnership, firm, corporation, association, trust,

unincorporated organization, joint venture, limited liability company, Governmental Authority or

other entity.

"Piggyback Offering" shall have the meaning set forth in Section 2.2.1.

"Preferred Stock" shall have the meaning set forth in the Recitals.

4

1785695.10
"Records" shall have the meaning set forth in Section 2.5(a)(xiii).

"register," "registered" and "registration" refer to a registration effected by preparing and

filing a registration statement in compliance with the Securities Act, and the declaration or

ordering ofthe effectiveness (or automatic effectiveness) ofsuch registration statement.

"Registrable Securities" means (a) Warrants and the shares of Common Stock and/or

Preferred Stock owned from time to time by the UST, Canada, the VEBA and the Debtor as of

the date hereof and set forth on Annex I hereto, (b) the shares of Common Stock issued or

issuable to any Holder upon exercise of a Warrant, (c) any additional securities of the

Corporation issued to the Debtor pursuant to Section 3.2 of the Master Sale and Purchase

Agreement and the MSPA Letter Agreement and (d) any equity security issued in exchange for

or with respect to any shares of Common Stock referred to in clauses (a), (b) or (c) above by way

of a stock dividend or stock split or in connection with a combination of shares, recapitalization,

merger, consolidation or other reorganization or similar transaction, or otherwise. As to any

particular Registrable Securities, such securities shall cease to be Registrable Securities on the

earliest ofthe date on which such securities: (i) have been registered under the Securities Act and

disposed of in accordance with a registration statement; (ii) have been sold pursuant to Rule 144

under the Securities Act (or any successor provision); (iii) are held by a Holder that may sell all

such Registrable Securities held by it in a single day pursuant to, and in accordance with, Rule

144 under the Securities Act (or any successor provision); (iv) cease to be outstanding (whether

as a result of exercise, redemption, repurchase, conversion or otherwise); or (v) are held by any

Person who is not a Holder. For purposes hereof, "a majority ofthe Registrable Securities" and

"on the basis ofthe number ofRegistrable Securities" shall be determined assuming the exercise

ofthe Warrants in full.

"Representatives" means, with respect to any Person, any of such Person's officers,

directors, employees, agents, attorneys, accountants, actuaries, consultants or financial advisors

or any other Person acting on behalf ofsuch Person.

"Requesting Holders" shall have the meaning set forth in Section 2.1.1(a).

"SEC" means the United States Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and

regulations thereunder.

"ShelfRegistration" shall have the meaning set forth in Section 2.1.2(a).

"Suspension Notice" shall have the meaning set forth in Section 2.7.

"Take-Down" shall have the meaning set forth in Section 2.1.2(b).

"Transfer Notice" shall have the meaning set forth in Section 2.1.2(b).

"UST" shall have the meaning set forth in the Preamble.

"VEBA" shall have the meaning set forth in the Preamble.

5

1785695.1 0
"VEBA Designee" shall mean the person(s) authorized by the Committee (as defined in

the UAW Retiree Medical Benefits Trust Agreement, entered into and effective on October 16,

2008, by and between the Committee (as defined therein) and State Street Bank and Trust

Company) to execute this Agreement and/or carry out the transactions contemplated hereby.

"Warrants" shall have the meaning set forth in the Recitals.

Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply equally to

both the singular and plural forms of the terms defined. Whenever the context may require, any

pronoun shall include the corresponding masculine, feminine and neuter forms. The words

"include," "includes" and "including" shall be deemed to be followed by the phrase "without

limitation," unless the context expressly provides otherwise. All references herein to Articles,

Sections, paragraphs, subparagraphs or clauses shall be deemed references to Articles, Sections,

paragraphs, subparagraphs or clauses of this Agreement, unless the context requires otherwise.

Unless otherwise specified, the words "this Agreement," "herein," "hereof," "hereto" and

"hereunder" and other words of similar import refer to this Agreement as a whole and not to any

particular provision of this Agreement. The word "extent" in the phrase "to the extent" shall

mean the degree to which a subject or other thing extends, and such phrase shall not mean simply

"if." Unless expressly stated otherwise, any law defined or referred to herein means such law as

from time to time amended, modified or supplemented, including by succession of comparable

successor laws and references to all attachments thereto and instruments incorporated therein.

ARTICLE 2

REGISTRATION RIGHTS

Section 2.1 Demand Registration.

Section 2.1.1 Requestfor Registration.

(a) Subject to Section 2.1.3, any Holder or Holders of Registrable Securities shall

have the right to require the Corporation to file a registration statement under the Securities Act

for a public offering of all or part of its or their Registrable Securities (a "Demand

Registration"), by delivering to the Corporation written notice stating that such right is being

exercised, naming, if applicable and to the extent known by such Holder or Holders, any other

Holders whose Registrable Securities are to be included in such registration (collectively, the

"Requesting Holders"), specifying the number and type of each such Holder's Registrable

Securities to be included in such registration, specifying whether the Registrable Securities to be

included by the Requesting Holder are all of the Registrable Securities then held by such

Requesting Holder and, subject to Section 2.1.4 hereof, describing the intended method of

distribution thereof (a "Demand Request"). Subject to Section 2.1.3, after receipt of any

Demand Request, the Corporation shall comply with the applicable notice requirements set forth

in Section 2.1.5.

(b) Subject to Section 2.1.3 and Section 2.1.7, the Corporation shall file the

registration statement in respect of a Demand Registration as promptly as practicable and, in any

event, (i) with respect to the filing of a Form S-3, within forty-five (45) days and (ii) with respect

to the filing of any other type of registration statement, within ninety (90) days after receiving a

6

1785695.10
Demand Request, and shall use reasonable best efforts to cause the same to be declared effective

by the SEC as promptly as practicable after such filing.

Section 2.1.2 ShelfRegistration; Take-Downs.

(a) Subject to Section 2.1.3, with respect to any Demand Registration, at any time

that the Corporation is eligible to use Form S-3 or an automatic shelf registration statement (as

defined in Rule 405 under the Securities Act) on Form S-3 (or any successor forms) with respect

to the Registrable Securities, the Requesting Holders may request that the Corporation (i) file a

registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) to

effect such Demand Registration, or (ii) at any time that a registration statement pursuant to

Rule 415 covering Registrable Securities is effective, register additional Registrable Securities of

the Requesting Holders pursuant to such shelf registration statement to effect such Demand

Registration (in either case, a "Shelf Registration"). For the avoidance of doubt, a Shelf

Registration shall be deemed a "Demand Registration" for all purposes under this Agreement

except as otherwise provided in Section 2.1.3.

(b) Subject to Section 2.1.3, any Holder or Holders with Registrable Securities

registered pursuant to a Shelf Registration that intends to effect an underwritten offering with

respect to such Registrable Securities shall deliver a notice to the Corporation at least fifteen (15)

days prior to the commencement of such underwritten offering, stating (i) that such Holder or

Holders intend to effect an underwritten offering of all or part of the Registrable Securities

included by such Holder or Holders in the Shelf Registration, (ii) if applicable and to the extent

known by such Holder, any other Holders whose Registrable Securities are to be included in the

underwritten offering, (iii) the number and type of each such Holder's Registrable Securities to

be included in such underwritten offering, (iv) whether the Registrable Securities to be included

by such Holder are all of the Registrable Securities then held by such Holder, and (v) the

proposed timetable for such underwritten offering. Any Holder with Registrable Securities

registered pursuant to a ShelfRegistration that intends to effect any other sale or transfer ofsuch

Registrable Securities (each a "Take-Down") shall deliver a notice to the Corporation at least

five (5) days prior to effecting such non-underwritten sale or transfer, stating (i) that such Holder

intends to effect a non-underwritten sale or transfer of all or part of the Registrable Securities

included by such Holder in the Shelf Registration, (ii) the number and type of the Registrable

Securities to be included in such sale or transfer and (iii) the proposed manner and timetable for

such sale or transfer. A notice provided by any Requesting Holder pursuant to the first two

sentences of this Section 2.1.2(b) is referred to herein as a "Transfer Notice." Subject to

Section 2.1.3, after receipt of any Transfer Notice, the Corporation shall comply with the

applicable notice requirements set forth in Section 2.1.5. For the avoidance of doubt, a TakeDown shall not be deemed to be a Demand Registration and shall not be subject to Section 2.1.3.

(c) Subject to Section 2.1.3, the Corporation shall use its reasonable best efforts

to keep any Shelf Registration requested pursuant to Section 2.1.2(a) continuously effective

under the Securities Act in order to permit the prospectus forming a part thereof to be usable by

the Holders until the earlier of (i) the date as of which all Registrable Securities have been sold

pursuant to the Shelf Registration or another registration statement filed under the Securities Act

(but in no event prior to the applicable period referred to in Section 4(3) ofthe Securities Act and

Rule 174 thereunder) and (ii) the date as of which all of such Requesting Holders are permitted

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1785695.10
to sell their Registrable Securities without registration pursuant to Rule 144 under the Securities

Act without volume limitation or other restrictions on transfer thereunder.

(d) The Corporation shall, from time to time, supplement and amend the Shelf

Registration if required by the Securities Act, including the rules, regulations or instructions

applicable to the registration form used by the Corporation for such Shelf Registration.

Section 2.1.3 Limitations.

(a) Notwithstanding anything to the contrary herein, a Holder shall not be

permitted to request a Demand Registration prior to January 6, 2010, unless prior thereto the

Corporation has a class of equity securities registered under Section 12(b) ofthe Exchange Act.

(b) A Holder (other than the UST) shall not be permitted to request a Demand

Registration prior to the time the Corporation has registered a class of equity securities under

Section 12(b) ofthe Exchange Act.

(c) A Holder shall not be permitted to request a Demand Registration, or submit a

Transfer Notice with respect to an underwritten offering pursuant to a Shelf Registration, within

one hundred eighty (180) days after either (i) the effective date of a previous Demand

Registration (other than a Shelf Registration) or (ii) the completion of any underwritten offering

pursuant to a Shelf Registration.

(d) A Holder shall not be permitted to submit a Demand Request, or a Transfer

Notice for an underwritten offering, or effect any such Demand Registration or underwritten

offering unless such Demand Request or Transfer Notice for an underwritten offering is for

either (i) a number of Registrable Securities having a Market Value equal to or exceeding $400

million in the aggregate, (ii) at least 15 million shares of Common Stock and/or Warrants

exercisable for at least 15 million shares of Common Stock in the aggregate, or (iii) all of the

Registrable Securities then held by the Requesting Holder, if following the disposition of such

Registrable Securities by the Requesting Holder pursuant to a Demand Request, or a Transfer

Notice for an underwritten offering, such Requesting Holder would own no further Registrable

Securities.

(e) The Corporation shall not be required to effect, (i) until (but excluding) July

10, 2012, more than two (2) Demand Registrations (which shall include for this purpose any

underwritten offering pursuant to a Shelf Registration but shall exclude a Shelf Registration) in

the aggregate during any consecutive twelve (12) month period, and (ii) from and including July

10, 2012, more than one (1) Demand Registration (which shall include for this purpose any

underwritten offering pursuant to a Shelf Registration but shall exclude a Shelf Registration) in

the aggregate during any consecutive twelve (12) month period. Notwithstanding the foregoing,

(i) the VEBA shall have the right, from and including July 10, 2012, to request one additional

Demand Registration (which shall include for this purpose any underwritten offering pursuant to

a Shelf Registration but shall exclude a Shelf Registration) during any consecutive twelve (12)

month period, and (ii) for the avoidance of doubt, the limitations set forth in this Section 2.1.3

shall not apply to any non-underwritten Take-Down by any Holder under a Shelf Registration.

8

]785695.10
Section 2.1.4 Demand Registrationsfor Underwritten Offerings.

(a) At the request of the UST or Canada, or if the UST or Canada is not

participating in the proposed offering, the Holders of a majority of the Registrable Securities

submitting a Demand Request or Transfer Notice for an underwritten offering of Registrable

Securities, the Corporation shall direct the applicable underwriter to conduct such offering in the

form of a "firm commitment." With respect to any such underwritten offering, (i) the UST, or if

the UST is not participating in the proposed offering, the Holders of a majority ofthe Registrable

Securities to be registered or included in such underwritten offering shall select the investment

banking firm or firms to lead the underwritten offering (the "Lead Underwriters"); provided that

such Lead Underwriters shall be reasonably acceptable to the Corporation, and (ii) the

Corporation shall select the other investment banking firms, if any, to co-manage such

underwritten offering (the "Co-Managers"), provided that such Co-Managers shall be reasonably

acceptable to the UST or Canada, or if the UST or Canada is not participating in the proposed

offering, the Holders of a majority of the Registrable Securities to be registered or included in

such underwritten offering.

(b) If a Demand Registration is for an underwritten offering or a transfer pursuant

to a Shelf Registration involves an underwritten offering, no Holder may participate in any such

underwritten offering unless such Holder (i) agrees to sell such Holder's Registrable Securities

on the basis provided in any underwriting arrangements approved by the Corporation; provided

that such arrangements are subject to the consent ofthe UST, or ifthe UST is not participating in

the proposed offering, the Holders of a majority of the Registrable Securities to be registered or

included in such underwritten offering, and (ii) completes and executes all questionnaires,

powers of attorney, indemnities, underwriting agreements and other documents reasonably

required under the terms of such underwriting arrangements; provided, however, that no such

Holder shall be required to make any representations or warranties in connection with any such

underwritten offering other than representations and warranties as to (A) such Holder's

ownership of its Registrable Securities to be transferred free and clear of all liens, claims, and

encumbrances, (B) such Holder's power and authority to effect such transfer, and (C) such

matters pertaining to compliance with securities laws as may be reasonably requested; provided,

further, however, that (i) any obligation (if agreed to) of each such Holder to indemnify the Lead

Underwriters and any Co-Managers pursuant to any such underwriting arrangements shall (1)

only be with respect to information it provides to the Corporation in writing for use in such

underwritten offering, (2) be several, not joint and several, and (3) be limited to the net amount

received by such Holder from the sale of its Registrable Securities pursuant to such offering and

(ii) neither the Government Holders nor the VEBA shall be required to indemnify any

Indemnitee pursuant to this Agreement.

Section 2.1.5 Rights ofNonrequesting Holders and the Corporation. Subject to

Section 2.1.3, after receipt of any Demand Request or .any Transfer Notice relating to an

underwritten offering pursuant to a Shelf Registration, the Corporation shall promptly (but in any

event within five (5) days) give written notice of (i) such proposed Demand Registration to all

other Holders or (ii) such Transfer Notice to such other Holders whose securities are covered by

such Shelf Registration, who shall have the right, exercisable by written notice to the

Corporation within five (5) days oftheir receipt ofthe Corporation's notice, to elect to include in

such Demand Registration or underwritten offering such portion oftheir Registrable Securities as

9

1785695.10
they may request. All Holders requesting to have their Registrable Securities included in a

Demand Registration or underwritten offering shall be deemed to be "Requesting Holders" for

purposes of this Section 2.1. For the avoidance of doubt, subject to Section 2.1.6, the

Corporation may register in any Demand Registration any equity securities ofthe Corporation.

Section 2.1.6 Priority on Demand Registrations. With respect to any

underwritten offering based on a Demand Registration (including an underwritten offering

pursuant to a Shelf Registration), if the Lead Underwriters (after consultation with the CoManagers) advise that the inclusion ofthe securities proposed to be included in such registration

would adversely affect the price, timing or distribution of the offering or otherwise adversely

affect its success (an "Adverse Effect"), the Corporation shall include in such underwritten

offering (a) first, the Registrable Securities, pro rata among the Requesting Holders on the basis

of the number of Registrable Securities owned by each such Requesting Holder, and (b) second,

any other securities requested to be included in such underwritten offering (including securities

to be sold for the account of the Corporation); provided, however, that if more than 25% of the

Registrable Securities of any Holder subject to a Demand Request or Transfer Notice for an

underwritten offering are excluded pursuant to the terms ofthis Section 2.1.6 from the applicable

Demand Registration or underwritten offering pursuant to a Shelf Registration, the offering shall

not be deemed to constitute a Demand Registration for the purposes of Section 2.1.3.

Section 2.1. 7 Deferral ofFiling; Suspension ofUse. The Corporation may defer

the filing (but not the preparation) or the effectiveness, or suspend the use, of any registration

statement required by or filed pursuant to Section 2.1, at any time if (a) the Corporation

determines, in its sole discretion, that such action or use (or proposed action or use) would

require the Corporation to make an Adverse Disclosure, or (b) prior to receiving the Demand

Request or Transfer Notice, as applicable, the board of directors of the Corporation had

determined to effect a registered underwritten public offering of Company equity securities or

Company securities convertible into or exchangeable for Company equity securities for the

Corporation's account and the Corporation had taken substantial steps (such as selecting a

managing underwriter for such offering) and is proceeding with reasonable diligence to effect

such offering; provided, however, that the Corporation shall not exercise its rights to deferral or

suspension pursuant to this Section 2.1.7, and shall not so effect any such deferral or suspension,

for more than a total of one hundred eighty (180) days (which need not be consecutive) in any

consecutive twelve (12) month period. In making any such determination to defer the filing or

effectiveness, or suspend the use, of a registration statement required by Section 2.1, the

Corporation shall not be required to consult with or obtain the consent of any Holder or any

investment manager therefor, and any such determination shall be in the sole discretion of the

Corporation, and neither the Holders nor any investment manager for any Holder shall be

responsible or have any liability therefor. The Corporation shall promptly notify the Holders of

any deferral or suspension pursuant to this Section 2.1.7 and the Corporation agrees that it will

terminate any such deferral or suspension as promptly as reasonably practicable and will

promptly notify each Holder in writing ofthe termination of any such deferral or suspension.

Section 2.1.8 Withdrawal from Demand Registration. Any Holder may

withdraw its Registrable Securities from a Demand Registration or underwritten offering at any

time (prior to a sale thereunder) by providing the Corporation with written notice. Upon receipt

of such written notice, the Corporation shall continue all efforts to secure registration or effect

10

1785695.10
the underwritten offering of the remaining Registrable Securities not requested to be withdrawn,

unless the remaining Registrable Securities would not meet the requirements of Section 2.1.3(b)

or Section 2.1.3(d), in which case, the Corporation may in its sole discretion cease all efforts to

proceed with registration or the underwritten offering. If the Corporation ceases all efforts to

secure registration or effect the underwritten offering pursuant to this Section 2.1.8, then such

registration or underwritten offering shall nonetheless be deemed an effective or completed

Demand Registration or completed underwritten offering pursuant to a Shelf Registration for all

purposes hereunder unless (i) the withdrawal is made following the occurrence of a Material

Adverse Change not known to the Requesting Holders at the time of the Demand Request or

Transfer Notice or (ii) the Requesting Holders payor reimburse the Corporation for all out-ofpocket fees and expenses reasonably incurred in connection with such Demand Registration or

underwritten offering; provided that if, after a Demand Registration has become effective or an

underwritten offering of Registrable Securities has been commenced, it is interfered with by any

stop order, injunction or other order or requirement ofthe SEC or other governmental agency or

court, it shall be deemed not to have been effected and shall not count as a Demand Registration

or underwritten offering for the purposes of Section 2.1.3.

Section 2.2 Piggyback Offerings.

Section 2.2. J Right to Piggyback. Each time the Corporation proposes to offer

any of its equity securities in a registered underwritten offering (other than pursuant to an

Excluded Registration) under the Securities Act (whether for the account of the Corporation or

the account of any equity holder of the Corporation other than a Holder) (a "Piggyback

Offering"), the Corporation shall give prompt written notice to each Holder of Registrable

Securities (which notice shall be given not less than twenty (20) days prior to (i) the offering in

the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any

successor rule) (a "Corporation Shelf Registration") or (ii) the anticipated filing date of the

Corporation's registration statement in a registration other than a Corporation Shelf

Registration), which notice shall offer each such Holder the opportunity to include any or all of

its Registrable Securities in such underwritten offering, subject to the limitations contained in

Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in

such underwritten offering shall so advise the Corporation in writing (stating the number and

type of Registrable Securities desired to be registered or included) within fifteen (15) days after

the date of such notice from the Corporation. Any Holder shall have the right to withdraw such

Holder's request for inclusion of such Holder's Registrable Securities in any underwritten

offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such

withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten

offering all such Registrable Securities so requested to be included therein. Notwithstanding the

foregoing, the Corporation may at any time withdraw or cease proceeding with any such offering

if it shall at the same time withdraw or cease proceeding with the offering of all other equity

securities originally proposed to be included in such offering.

Section 2.2.2 Priority on Piggyback Offerings.

(a) If a Piggyback Offering was initiated by the Corporation, and ifthe managing

underwriter advises that the inclusion ofthe securities proposed to be included in such Piggyback

Offering would cause an Adverse Effect, the Corporation shall include in such Piggyback

11

1785695.10
Offering (i) first, the securities the Corporation proposes to sell, (ii) second, the Registrable

Securities requested to be included in such Piggyback Offering, pro rata among the Holders of

such Registrable Securities on the basis of the number of Registrable Securities owned by each

such Holder, and (iii) third, any other securities requested to be included in such Piggyback

Offering. If as a result ofthe provisions ofthis Section 2.2.2(a), any Holder shall not be entitled

to include all Registrable Securities in such Piggyback Offering that such Holder has requested

to be so included, such Holder may withdraw its request to include its Registrable Securities in

such Piggyback Offering.

(b) If a Piggyback Offering was initiated by a security holder of the Corporation

(other than a Holder), and ifthe managing underwriter advises that the inclusion ofthe securities

proposed to be included in such Piggyback Offering would cause an Adverse Effect, the

Corporation shall include in such Piggyback Offering (i) first, the securities requested to be

included therein by the security holders requesting such Piggyback Offering and the Registrable

Securities requested to be included in such Piggyback Offering, pro rata among the holders of

such securities on the basis of the number of securities owned by each such holder, and

(ii) second, any other securities requested to be included in such Piggyback Offering (including

securities to be sold for the account of the Corporation). If as a result of the provisions of this

Section 2.2.2(b) any Holder shall not be entitled to include all Registrable Securities in such

Piggyback Offering that such Holder has requested to be so included, such Holder may withdraw

such Holder's request to include Registrable Securities in such Piggyback Offering.

(c) No Holder may participate in a Piggyback Offering unless such Holder

(i) agrees to sell such Holder's Registrable Securities on the basis provided in any underwriting

arrangements approved by the Corporation and (ii) completes and executes all questionnaires,

powers of attorney, indemnities, underwriting agreements and other documents, each in

customary form and reasonably satisfactory to the Holders, reasonably required under the terms

of such underwriting arrangements; provided, however, that no such Holder shall be required to

make any representations or warranties in connection with any such registration other than

representations and warranties as to (A) such Holder's ownership of its Registrable Securities to

be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such Holder's

power and authority to effect such transfer, and (C) such matters pertaining to compliance with

securities laws as may be reasonably requested; provided, further, however, that (i) any

obligation, if agreed to, of each such Holder to indemnify the underwriters pursuant to any such

underwriting arrangements shall (l) only be with respect to information it provides to the

Corporation in writing for use in such underwritten offering, (2) be several, not joint and several,

and (3) be limited to the net amount received by such Holder from the sale of its Registrable

Securities pursuant to such registration and (ii) neither the Government Holders nor the VEBA

shall be required to indemnify any Indemnitee pursuant to this Agreement.

Section 2.2.3 Selection of Underwriters. The Corporation shall select the

investment banking firm or firms to manage the Piggyback Offering.

Section 2.2.4 No registration of Registrable Securities effected pursuant to this

Section 2.2 shall be deemed to have been effected pursuant to Section 2.1.1 or Section 2.1.2 or

shall relieve the Corporation ofits obligations under Section 2.1.1 or Section 2.1.2.

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1785695.10
Section 2.3 SEC Form S-3. Notwithstanding anything to the contrary herein, the

Corporation shall use its reasonable best efforts to cause Demand Registrations to be registered

on Form S-3 or an automatic shelf registration statement (as defined in Rule 405 under the

Securities Act) on Form S-3 (or any successor forms) once the Corporation becomes eligible to

use such form, and if the Corporation is not then eligible under the Securities Act to use such

form, Demand Registrations shall be registered on the form for which the Corporation then

qualifies. After becoming eligible to use Form S-3 or an automatic shelf registration statement

(as defined in Rule 405 under the Securities Act) on Form S-3, the Corporation shall use its

reasonable best efforts to remain so eligible.

Section 2.4 Holdback Agreements.

(a) The Corporation shall not effect any public sale or distribution of its equity

secuntIes or any securities convertible into or exchangeable or exercisable for its equity

securities, except in each case as part of the offering pursuant to a Demand Registration, during

the sixty (60) day period (or such lesser period as the Lead Underwriters or managing

underwriters may permit) beginning on the effective date of any registration statement in

connection with an underwritten Demand Registration (other than a Shelf Registration), except

for (i) sales or distributions pursuant to registrations on Form S-4 or Form S-8 or any successor

form, (ii) the issuance ofshares of Common Stock upon the conversion, exercise or exchange, by

the holder thereof, of options, warrants or other securities convertible into or exercisable or

exchangeable for Common Stock pursuant to the terms of such options, warrants or other

securities, (iii) sales or distributions pursuant to the terms of any other agreement to issue shares

ofCommon Stock (or any securities convertible into or exchangeable or exercisable for Common

Stock) in effect on the date ofthe Demand Request, including any such agreement in connection

with any previously disclosed acquisition, merger, consolidation or other business combination

and (iv) the issuance of shares of Common Stock in connection with transfers to dividend

reinvestment plans or to employee benefit plans in order to enable any such employee benefit

plan to fulfill its funding obligations in the ordinary course.

(b) If any Holders of Registrable Securities provide a Transfer Notice relating to

an underwritten offering of Registrable Securities registered pursuant to a Shelf Registration, the

Corporation shall not effect any public sale or distribution of its equity securities or any

securities convertible into or exchangeable or exercisable for its equity securities, except in each

case as part ofsuch underwritten offering, during the sixty (60) day period (or such lesser period

as the Lead Underwriters or managing underwriters may permit) beginning on the pricing date

for such underwritten offering, except for (i) sales or distributions pursuant to registrations on

Form S-4 or Form S-8 or any successor form, (ii) the issuance of shares of Common Stock upon

the conversion, exercise or exchange, by the holder thereof, of options, warrants or other

securities convertible into or exercisable or exchangeable for Common Stock pursuant to the

terms of such options, warrants or other securities, (iii) sales or distributions pursuant to the

terms of any other agreement to issue shares of Common Stock (or any securities convertible into

or exchangeable or exercisable for Common Stock) in effect on the date of the Transfer Notice,

including any such agreement in connection with any previously disclosed acquisition, merger,

consolidation or other business combination and (iv) the issuance of shares of Common Stock in

connection with transfers to dividend reinvestment plans or to employee benefit plans in order to

enable any such employee benefit plan to fulfill its funding obligations in the ordinary course.

13

1785695.10
(c) Each Holder agrees, in the event of an underwritten offering of equity

securities by the Corporation (whether for the account of the Corporation or otherwise), not to

offer, sell, contract to sell or otherwise dispose of any Preferred Stock, Warrants, Common Stock

or any securities convertible into or exchangeable or exercisable for Common Stock, including

any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten

offering), during the sixty (60) day period (or such lesser period in each case as the Lead

Underwriters or managing underwriters may permit) beginning on the effective date of the

registration statement for such underwritten offering (or, in the case of an offering pursuant to an

effective shelf registration statement pursuant to Rule 415, the pricing date for such underwritten

offering); provided, however, that (i) any applicable period shall terminate on such earlier date as

the Corporation gives notice to the Holders that the Corporation declines to proceed with any

such offering and (ii) the sum of all holdback periods applicable to the Holders shall not exceed

one hundred twenty (120) days (which need not be consecutive) in any given twelve (12) month

period.

Section 2.5 Registration Procedures.

(a) If and whenever the Corporation is required to effect the registration of any

Registrable Securities pursuant to this Agreement, subject to the terms and conditions of this

Agreement, the Corporation shall use its reasonable best efforts to effect the registration and the

sale, as applicable, of such Registrable Securities in accordance with the intended method of

disposition thereof, and pursuant thereto the Corporation shall as expeditiously as possible:

(i) prepare and file with the SEC, pursuant to Section 2.1 with respect to any

Demand Registration, a registration statement on any appropriate form under the Securities Act

with respect to such Registrable Securities and use its reasonable best efforts to cause such

registration statement to become effective as promptly as practicable; provided that as far in

advance as practicable before filing such registration statement or any amendment thereto, the

Corporation shall furnish to the selling Holders copies of reasonably complete drafts of all such

documents prepared to be filed (including exhibits), and any such selling Holder shall have the

opportunity to object to any information contained therein and the Corporation shall make

corrections reasonably requested by such selling Holder with respect to such information prior to

filing any such registration statement or amendment; provided, further, that the Corporation shall

not file any such registration statement, and any amendment thereto, to which a Holder shall

reasonably object in writing on a timely basis, unless in the Corporation's judgment such filing is

necessary to comply with applicable law;

(ii) except in the case of a Shelf Registration, prepare and file with the SEC

such amendments, post-effective amendments, and supplements to such registration statement

and the prospectus used in connection therewith as may be necessary to keep such registration

statement effective for a period of not less than one hundred eighty (180) days (or such lesser

period as is necessary for the underwriters in an underwritten offering to sell unsold allotments)

and comply with the provisions of the Securities Act with respect to the disposition of all

securities covered by such registration statement during such period in accordance with the

intended methods of disposition by the selling Holders thereof set forth in such registration

statement;

14

1785695.10
(iii) in the case of a Shelf Registration, comply with the provisions· of

Section 2.1.2(c) and Section 2.1.2(d);

(iv) furnish to each selling Holder of Registrable Securities and the

underwriters of the securities being registered, without charge, such number of copies of such

registration statement, each amendment and supplement thereto, the prospectus included in such

registration statement (including each preliminary prospectus), any documents incorporated by

reference therein and such other documents as such selling Holders or underwriters may

reasonably request in order to facilitate the disposition of the Registrable Securities owned by

such selling Holders or the sale ofsuch securities by such underwriters (it being understood that,

subject to Section 2.1.7, Section 2.4(c), Section 2.6 and Section 2.7 and the requirements ofthe

Securities Act and applicable state securities laws, the Corporation consents to the use of the

prospectus and any amendment or supplement thereto by each selling Holder and the

underwriters in connection with the offering and sale ofthe Registrable Securities covered by the

registration statement of which such prospectus, amendment or supplement is a part);

(v) use its reasonable best efforts to register or qualify such Registrable

Securities under such other securities or "blue sky" laws of such jurisdictions as the Lead

Underwriters or managing underwriters reasonably request (or, in the event the registration

statement does not relate to an underwritten offering, as the selling Holders of a majority ofsuch

Registrable Securities being offered may reasonably request); use its reasonable best efforts to

keep each such registration or qualification (or exemption therefrom) effective during the period

in which such registration statement is required to be kept effective; and do any and all other acts

and things which may be reasonably necessary or advisable to enable each selling Holder to

consummate the disposition of the Registrable Securities owned by such selling Holder in such

jurisdictions; provided, however, that the Corporation shall not be required to (A) qualify

generally to do business in any jurisdiction where it would not otherwise be required to qualify

but for this subparagraph, (B) consent to general service of process in any such jurisdiction or

(C) take any action that would subject it to taxation in respect of doing business in any

jurisdiction in which it is not otherwise so subject;

(vi) promptly notify each selling Holder and each underwriter and (ifrequested

by any such Person) confirm such notice in writing (A) when a prospectus or any prospectus

supplement or post-effective amendment has been filed and, with respect to a registration

statement or any post-effective amendment, when the same has become effective, (B) of the

issuance by any state securities or other regulatory authority of any order suspending the

qualification or exemption from qualification of any of the Registrable Securities under state

securities or "blue sky" laws or the initiation, or threatened initiation, of any proceedings for that

purpose, or (C) ofthe happening of any event which makes any statement made in a registration

statement or related prospectus untrue or which requires the making of any changes in such

registration statement, prospectus or documents so that they shall not contain any untrue

statement of a material fact or omit to state any material fact required to be stated therein or

necessary to make the statements therein not misleading, and, as promptly as practicable

thereafter, prepare and file with the SEC and furnish a supplement or amendment to such

prospectus so that, as thereafter deliverable to the purchasers ofsuch Registrable Securities, such

prospectus shall not contain any untrue statement of a material fact or omit a material fact

15

1785695.10
necessary to make the statements therein, in light of the circumstances under which they were

made, not misleading;

(vii) permit any selling Holder that might reasonably be deemed to be an

underwriter or a Controlling Person of the Corporation to participate in the preparation of such

registration or comparable statement and to require the insertion therein of material, furnished to

the Corporation in writing, which in the reasonable judgment of such Holder and its counsel

should be included;

(viii) make available members of the management of the Corporation or the

applicable Corporation subsidiaries for reasonable assistance in the selling efforts relating to any

offering of Registrable Securities covered by a registration statement filed pursuant to this

Agreement, to the extent customary for such offering (including, without limitation, to the extent

customary, senior management attendance at due diligence meetings with prospective investors

or underwriters and their counsel and road shows); provided, however, that management need

only be made available for one such offering for each ofthe UST, Canada and the VEBA in any

twelve (12) month period;

(ix) otherwise use its reasonable best efforts to comply with all applicable

rules and regulations of the SEC, including the Securities Act and the Exchange Act and the

rules and regulations promulgated thereunder, and make generally available to the Corporation's

security holders an earnings statement satisfying the provisions of Section ll(a) ofthe Securities

Act no later than thirty (30) days after the end of the twelve (12) month period beginning with

the first day of the Corporation's first fiscal quarter commencing after the effective date of a

registration statement, which earnings statement shall cover said twelve (12) month period, and

which requirement shall be deemed to be satisfied if the Corporation timely files complete and

accurate information on Forms 10-K, lO-Q and 8-K under the Exchange Act and otherwise

complies with Rule 158 under the Securities Act;

(x) if requested by the Lead Underwriters, managing underwriters or any

selling Holder, promptly incorporate in a prospectus supplement or post-effective amendment

such information as the Lead Underwriters, managing underwriters or any selling Holder

reasonably requests to be included therein, including, with respect to the Registrable Securities

being sold by the selling Holders, the purchase price being paid therefor by the underwriters and

with respect to any other terms of the underwritten offering of the Registrable Securities to be

sold in such offering, and promptly make all required filings of such prospectus supplement or

post-effective amendment;

(xi) as promptly as practicable after filing with the SEC of any document

which is incorporated by reference into a registration statement (in the form in which it was

incorporated), deliver a copy of each such document to each selling Holder;

(xii) cooperate with the selling Holders and Lead Underwriters or the managing

underwriters to facilitate the timely preparation and delivery of certificates (which shall not bear

any restrictive legends unless required under applicable law) representing securities sold under

any registration statement, and enable such securities to be in such denominations and registered

in such names as the Lead Underwriters, managing underwriters or such selling Holders may

16

1785695.10
request at least two (2) business days prior to any sale of the Registrable Securities and keep

available and make available to the Corporation's transfer agent prior to the effectiveness ofsuch

registration statement a supply ofsuch certificates;

(xiii) promptly make available for inspection by any selling Holder, any

underwriter participating in any disposition pursuant to any registration statement, and any

attorney, accountant or other agent or Representative retained by any such selling Holder or

underwriter (collectively, the "Inspectors"), all financial and other records and pertinent

corporate documents (collectively, the "Records") and properties of the Corporation, as shall be

reasonably necessary to enable them to exercise their due diligence responsibility, and cause the

Corporation's officers, directors and employees to supply all information reasonably requested

by any such Inspector in connection with such registration statement; provided, however, that,

unless the disclosure ofsuch Records is necessary to avoid or correct a misstatement or omission

in the registration statement or the release of such Records is ordered pursuant to a subpoena or

other order from a court of competent jurisdiction, the Corporation shall not be required to

provide any information under this subparagraph (xiii) if (A) the Corporation believes, after

consultation with counsel for the Corporation, that to do so would cause the Corporation to

forfeit an attorney-client privilege that was applicable to such information or (B) if either (l) the

Corporation has requested and been granted from the SEC confidential treatment of such

information contained in any filing with the SEC or documents provided supplementally or

otherwise or (2) the Corporation reasonably determines in good faith that such Records are

confidential and so notifies the Inspectors in writing, unless prior to furnishing any such

information with respect to clause (B) such selling Holder of Registrable Securities requesting

such information agrees to enter into a confidentiality agreement in a form acceptable to the

Corporation; and provided, further, that each selling Holder of Registrable Securities agrees that

it shall, upon learning that disclosure of such Records is sought in a court of competent

jurisdiction, give notice to the Corporation and allow the Corporation, at its expense, to

undertake appropriate action and to prevent disclosure ofthe Records deemed confidential;

(xiv) furnish to each selling Holder and underwriter a signed counterpart of

(A) an opinion or opinions of counsel to the Corporation (which may be in-house counsel)

provided that such counsel is reasonably acceptable to such Holders and the underwriter, and

(B) a comfort letter or comfort letters from the Corporation's independent public accountants,

each in customary form and covering such matters of the type customarily covered by opinions

or comfort letters, as the case may be, as the selling Holders, Lead Underwriters or managing

underwriters reasonably requests;

(xv) cause the Registrable Securities included in any registration to be (A) in

the case of an IPO, listed on a securities exchange or exchanges or an inter-dealer quotation

system, as determined by the Corporation, or (B) in the case of a registration other than an IPO,

(l) listed on each securities exchange, if any, on which similar securities issued by the

Corporation are then listed or (2) quoted on an inter-dealer quotation system if similar securities

issued by the Corporation are quoted thereon, as applicable;

(xvi) provide a transfer agent and registrar for all Registrable Securities

registered hereunder and provide a CUSIP number for all such Registrable Securities, in each

case not later than the effective date ofsuch registration;

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1785695.10
(xvii) cooperate with each selling Holder and each underwriter participating in

the disposition of such Registrable Securities and their respective counsel in connection with any

filings required to be made with the Financial Industry Regulatory Authority ("FINRA");

(xviii) during the period when the prospectus is required to be delivered under the

Securities Act, promptly file all documents required to be filed with the SEC pursuant to

Sections 13(a), l3(c), 14 or 15(d) ofthe Exchange Act;

(xix) notify each selling Holder of Registrable Securities promptly of any

request by the SEC for the amending or supplementing of such registration statement or

prospectus or for additional information;

(xx) subject to Section 2.1.4(b) and Section 2.2.2(c), enter into such

agreements (including underwriting agreements) as are customary in connection with an

underwritten registration; and

(xxi) advise each selling Holder of such Registrable Securities, promptly after it

receives notice or obtains knowledge thereof, of the issuance of any stop order by the SEC

suspending the effectiveness of such registration statement or the initiation or threatening of any

proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance

of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order

should be issued.

(b) The selling Holders shall reasonably cooperate with the Corporation in the

preparation and filing of any registration statement under the Securities Act pursuant to this

Agreement and provide the Corporation with all information reasonably necessary to complete

such preparation as the Corporation may, from time to time, reasonably request in writing, and

the Corporation may exclude from such registration the Registrable Securities of any selling

Holder (or not proceed with such registration) ifsuch selling Holder unreasonably fails to furnish

such information within a reasonable time after receiving such request. Promptly following any

sale or other transfer of any Registrable Securities, each Holder shall notify the Corporation in

writing thereof, which notice shall specify the amount and type ofsecurities involved, the date of

the sale or transfer and whether the sale or transfer was effected under a registration statement or

otherwise.

(c) Each of the parties shall treat all notices of proposed transfers and

registrations, and all information relating to any blackout periods under Section 2.1.7 received

from another party with the strictest confidence (and in accordance with the terms of any

applicable confidentiality agreement among the Corporation and the Holder) and shall not

disseminate such information.

Section 2.6 Issuer Free Writing Prospectuses. The Corporation represents and agrees

that, unless it obtains the prior consent of the Holders of a majority ofthe Registrable Securities

participating in a registration or offering or the approval of the counsel for such Holders, and

each of the Holders represents and agrees that, unless it obtains the prior consent of the

Corporation, it shall not make any offer relating to the Registrable Securities that would

constitute an "issuer free writing prospectus," as defined in Rule 433 under the Securities Act (an

18

1785695.10
"Issuer Free Writing Prospectus"), or that would otherwise constitute a "free writing prospectus,"

as defined in Rule 405 under the Securities Act, required to be filed with the SEC. The

Corporation represents that any Issuer Free Writing Prospectus shall not include any information

that conflicts with the information contained in a registration statement or prospectus and that

any Issuer Free Writing Prospectus, when taken together with the information in the registration

statement and the prospectus, shall not include any untrue statement of a material fact or omit to

state any material fact necessary in order to make the statements therein, in light of the

circumstances under which they were made, not misleading.

Section 2.7 Suspension ofDispositions. Each Holder agrees that upon receipt of any

notice (a "Suspension Notice") from the Corporation of the happening of any event of the kind

described in Section 2.5(a)(vi)(B) or (C) or Section 2.5(a)(xxi) such Holder shall forthwith

discontinue disposition of Registrable Securities until such Holder's receipt of the copies of the

supplemented or amended prospectus, or until it is advised in writing (the "Advice") by the

Corporation that the use of the prospectus may be resumed, and has received copies of any

additional or supplemental filings which are incorporated by reference in the prospectus, and, if

so directed by the Corporation, such Holder shall deliver to the Corporation all copies, other than

permanent file copies then in such Holder's possession, of the prospectus covering such

Registrable Securities current at the time of receipt of such notice. In the event the Corporation

shall give any such notice, the time period regarding the effectiveness of registration statements

set forth in Section 2.5(a)(ii) hereof, if applicable, shall be extended by the number of days

during the period from and including the date of the giving of the Suspension Notice to and

including the date when each seller of Registrable Securities covered by such registration

statement shall have received the copies of the supplemented or amended prospectus or the

Advice. The Corporation shall use its reasonable best efforts and take such actions as are

reasonably necessary to render the Advice as promptly as practicable.

Section 2.8 Registration Expenses. The Corporation shall pay all reasonable fees and

expenses incident to the performance of or compliance with its obligations under this Article 2,

including (a) all registration and filing fees, including fees and expenses (i) with respect to filings

required to be made with all applicable securities exchanges and/or FINRA and (ii) of

compliance with securities or "blue sky" laws including any fees and disbursements of counsel

for the underwriter(s) in connection with "blue sky" qualifications of the Registrable Securities

pursuant to Section 2.5(a)(v), (b) printing expenses, including expenses of printing certificates

for Registrable Securities in a form eligible for deposit with The Depository Trust Company and

of printing prospectuses if the printing of prospectuses is requested by the Lead Underwriters or

managing underwriter(s), if any, or by the Holder, (c) messenger, telephone and delivery

expenses of the Corporation, (d) fees and disbursements of counsel for the Corporation,

(e) expenses ofthe Corporation incurred in connection with any "road show" or other marketing

efforts, (f) fees and disbursements of all independent certified public accountants (including,

without limitation, the expenses of any special audit and "cold comfort" letters required by or

incident to this Agreement) and any other Persons, including special experts, retained by the

Corporation, and (g) fees up to $250,000 plus reasonable disbursements of one legal counsel for

the Requesting Holders in connection with each registration or offering of their Registrable

Securities or sale (including, for the avoidance of doubt, a Take-Down) of their Registrable

Securities under a Shelf Registration but only if such registration, offering or sale either is

effected or, pursuant to Section 2.7, is postponed. For the avoidance of doubt, the Corporation

19

1785695.10
shall not be required to pay any, and each Holder shall pay its own, underwriting discounts and

commissions and transfer taxes, if any, relating to the sale or disposition ofRegistrable Securities

pursuant to any registration statement, or any other expenses of any Holder. In addition, the

Corporation shall bear all of its internal expenses (including all salaries and expenses of its

officers and employees performing legal or accounting duties), the expense of any annual audit,

the fees and expenses incurred in connection with the listing ofthe securities to be registered on

any securities exchange or inter-dealer quotation system on which similar securities issued by the

Corporation are then listed and the fees and expenses of any Person, including special experts,

retained by the Corporation.

Section 2.9 Indemnification.

Section 2.9.1 Indemnification by the Corporation. The Corporation agrees to

indemnify and hold harmless, to the fullest extent permitted by law, each Holder, the trustees of

any Holder, the investment manager or managers acting on behalf of any Holder with respect to

the Registrable Securities, Persons, if any, who Control any ofthem, and each oftheir respective

Representatives (each, an "Indemnitee"), from and against any and all losses, penalties,

judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including

reasonable costs of investigation and legal expenses) ("Losses") arising out of or caused by any

untrue statement or alleged untrue statement of a material fact contained in any registration

statement described herein or any related prospectus or Issuer Free Writing Prospectus relating to

the Registrable Securities (as amended or supplemented if the Corporation shall have furnished

any amendments or supplements thereto), or arising out of or caused by any omission or alleged

omission to state therein a material fact required to be stated therein or necessary to make the

statements therein in the case ofthe prospectus, in light ofthe circumstances in which they were

made, not misleading, except insofar as such Losses arise out of or are caused by any such untrue

statement or omission included or omitted in conformity with information furnished to the

Corporation in writing by such Indemnitee or any Person acting on behalf of such Indemnitee

expressly for use therein; provided, however, that the foregoing indemnity agreement with

respect to any preliminary prospectuses or Issuer Free Writing Prospectuses shall not inure to the

benefit of such Indemnitee ifthe Person asserting any Losses against such Indemnitee purchased

Registrable Securities and (a) prior to the time of sale of the Registrable Securities to such

Person (the "Initial Sale Time") the Corporation shall have notified the respective Holder that the

preliminary prospectus or Issuer Free Writing Prospectus (as it existed prior to the Initial Sale

Time) contains an untrue statement of material fact or omits to state therein a material fact

required to be stated therein in order to make the statements therein not misleading, (b) such

untrue statement or omission of a material fact was corrected in a preliminary prospectus or,

where permitted by law, Issuer Free Writing Prospectus and such corrected preliminary

prospectus or Issuer Free Writing Prospectus was provided to such Holder a reasonable amount

of time in advance of the Initial Sale Time such that the corrected preliminary prospectus or

Issuer Free Writing Prospectus could have been provided to such Person prior to the Initial Sale

Time, (c) such corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding

any document then incorporated or deemed incorporated therein by reference) was not conveyed

to such Person at or prior to the Initial Sale Time and (d) such Losses would not have occurred

had the corrected preliminary prospectus or Issuer Free Writing Prospectus (excluding any

document then incorporated or deemed incorporated therein by reference) been conveyed to such

Person as provided for in clause (c) above. This indemnity shall be in addition to any liability

20

1785695.10
the Corporation may otherwise have under this Agreement or otherwise. Such indemnity shall

remain in full force and effect regardless of any investigation made by or on behalf of any Holder

or any indemnified party and shall survive the transfer ofRegistrable Securities by any Holder.

Section 2.9.2 Indemnification by the Holders. Each Holder (other than the

Government Holders, the VEBA and the Debtor) agrees, to the fullest extent permitted under

applicable law severally and not jointly, to indemnify and hold harmless each ofthe Corporation,

its directors, officers, employees and agents, and each Person, if any, who Controls the

Corporation, to the same extent as the foregoing indemnity from the Corporation, but only with

respect to Losses arising out of or caused by an untrue statement or omission included or omitted

in conformity with information furnished in writing by or on behalf of the respective Holder

expressly for use in any registration statement described herein or any related prospectus relating

to the Registrable Securities (as amended or supplemented if the Corporation shall have

furnished any amendments or supplements thereto). No claim against the assets of any Holder

shall be created by this Section 2.9.2, except as and to the extent permitted by applicable law.

Notwithstanding the foregoing, no Holder shall be liable to the Corporation or any such Person

for any amount in excess of the net amount received by the Holder from the sale of Registrable

Securities in the offering giving rise to such liability.

Section 2.9.3 Indemnification Procedures.

(a) In case any claim is asserted or any proceeding (including any

governmental investigation) shall be instituted where indemnity may be sought by an Indemnitee

pursuant to any of the preceding paragraphs of this Section 2.9, such Indemnitee shall promptly

notify in writing the Person against whom such indemnity may be sought (the "Indemnitor");

provided, however, that the omission so to notify the Indemnitor shall not relieve the Indemnitor

of any liability which it may have to such Indemnitee except to the extent that the Indemnitor

was prejudiced by such failure to notify. The Indemnitor, upon request of the Indemnitee, shall

retain counsel reasonably satisfactory to the Indemnitee to represent (subject to the following

sentences of this Section 2.9.3(a)) the Indemnitee and any others the Indemnitor may designate

in such proceeding and shall pay the fees and disbursements of such counsel related to such

proceeding. In any such proceeding, any Indemnitee shall have the right to retain its own

counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnitee

unless (a) the Indemnitor and the Indemnitee shall have mutually agreed to the retention of such

counsel, (b) the Indemnitor fails to take reasonable steps necessary to defend diligently any claim

within ten calendar days after receiving written notice from the Indemnitee that the Indemnitee

believes the Indemnitor has failed to take such steps, or (c) the named parties to any such

proceeding (including any impleaded parties) include both the Indemnitor and the Indemnitee

and representation of both parties by the same counsel would be inappropriate due to actual or

potential differing interests or legal defenses between them and, in all such cases, the Indemnitor

shall only be responsible for the reasonable fees and expenses of such counsel. It is understood

that the Indemnitor shall not, in connection with any proceeding or related proceedings in the

same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law

firm (in addition to any local counsel) for all such Indemnitees not having actual or potential

differing interests or legal defenses among them, and that all such fees and expenses shall be

reimbursed as they are incurred. The Indemnitor shall not be liable for any settlement of any

proceeding affected without its written consent.

21

1785695.10
(b) If the indemnification provided for in this Section 2.9 is unavailable to an

Indemnitee in respect of any Losses referred to herein, then the Indemnitor, in lieu of

indemnifying such Indemnitee hereunder, shall contribute to the amount paid or payable by such

Indemnitee as a result of such Losses in such proportion as is appropriate to reflect the relative

fault of the Indemnitor and the Indemnitee and Persons acting on behalf of or Controlling the

Indemnitor or the Indemnitee in connection with the statements or omissions or violations which

resulted in such Losses, as well as any other relevant equitable considerations. If the

indemnification described in Section 2.9.1 or Section 2.9.2 is unavailable to an Indemnitee, the

relative fault of the Corporation, any Holder and Persons acting on behalf of or Controlling the

Corporation or any such Holder shall be determined by reference to, among other things, whether

the untrue or alleged untrue statement of a material fact or the omission or alleged omission to

state a material fact relates to information supplied by the Corporation, a Holder or by Persons

acting on behalf of the Corporation or any Holder and the parties' relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission. The

Indemnitor shall not be required to contribute pursuant to this Section 2.9.3(b) ifthere has been a

settlement of any proceeding affected without its written consent. No claim against the assets of

any Holder shall be created by this Section 2.9.3(b), except as and to the extent permitted by

applicable law. Notwithstanding the foregoing, no Holder shall be required to make a

contribution in excess of the net amount received by such Holder from the sale of Registrable

Securities in the offering giving rise to such liability. For the avoidance of doubt, none of the

Government Holders, the VEBA or the Debtor shall be required to make any contribution to any

Indemnitee under this Section 2.9.3(b).

Section 2.9.4 Survival. The indemnification contained in this Section 2.9 shall

remain operative and in full force and effect regardless of any termination ofthis Agreement.

Section 2.10 Transfer of Registration Rights. The rights and obligations of a Holder

under this Agreement may be assigned to any transferee or assignee that directly acquires

Registrable Securities from such Holder (including, without limitation, in connection with any

such assignment by either Government Holder or the VEBA to an affiliate Controlled by such

Government Holder or the VEBA, as applicable (provided that Canada may also effect such

assignment to an affiliate Controlled by Canada Development Investment Corporation, a Crown

corporation and the sole shareholder of Canada, or to an affiliate Controlled by the federal

government of Canada, and any of its respective departments, or any corporation or other entity

wholly owned by one or more of them), and in connection with any such assignment by the

Debtor to any successor in interest, including any liquidating trust established under a plan of

reorganization or liquidation that has been confirmed by any bankruptcy court of competent

jurisdiction), but only if (a) the respective Holder agrees in writing with the transferee or

assignee to assign such rights, and a copy of such agreement is furnished to the Corporation

concurrent with such transfer or assignment and (b) concurrent with such transfer or assignment,

such transferee or assignee furnishes the Corporation with written notice ofthe name and address

of such transferee or assignee and the securities with respect to which such registration rights are

being transferred or assigned, and the transferee or assignee agrees in writing with the

Corporation to be bound by all the provisions and obligations contained herein as a Holder

hereunder. Notwithstanding the foregoing, (x) any transferee or assignee who becomes bound by

the provisions ofthis Agreement pursuant to the first sentence ofthis Section 2.10 shall have all

rights and obligations as a "Holder" hereunder but, unless such transferee or assignee is either

22

1785695.10
(l) an Affiliate ofthe UST, Canada, the VEBA or the Debtor or (2) a successor in interest ofthe

Debtor, including any liquidating trust established under a plan of reorganization or liquidation

that has been confirmed by any bankruptcy court of competent jurisdiction, such transferee or

assignee shall not have any of the rights hereunder that are specific to the UST, Canada, the

VEBA or the Debtor, as applicable, and (y) the rights of the Debtor under this Agreement shall

not be assigned by the Debtor in connection with the distribution of any Registrable Securities

from the Debtor as part of any plan of reorganization or liquidation that has been confirmed by

any bankruptcy court of competent jurisdiction other than any distribution of any Registrable

Securities that may be deemed to have been made from the Debtor to any successor in interest,

including any liquidating trust established under a plan of reorganization or liquidation that has

been confirmed by any bankruptcy court of competent jurisdiction.

Section 2.11 Rule 144. After such time as the Corporation has registered a class of

equity securities under Section 12(b) or Section 12(g) of the Exchange Act, or otherwise is

required to report under Section 15(d) ofthe Exchange Act, the Corporation shall file the reports

required to be filed by it under the Securities Act and the Exchange Act and the rules and

regulations adopted by the SEC thereunder and shall take such further action as the Holders may

reasonably request, all to the extent required from time to time to enable the Holders to sell

Common Stock without registration under the Securities Act within the limitation of the

exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended

from time to time, or (b) any similar rule or regulation hereafter adopted by the SEC. The

Corporation shall promptly upon the request of any Holder furnish to such Holder evidence of

the number of shares of Common Stock then outstanding, as of the most recent date practicable.

Any sale or transfer by a Holder of Registrable Securities that could have been effected either as

a sale ofsecurities pursuant to, and in accordance with, Rule 144 under the Securities Act (or any

successor provision) or a sale covered by a Shelf Registration shall be deemed for all purposes

under this Agreement to be a sale or transfer by such Holder pursuant to, and in accordance with,

Rule 144 under the Securities Act.

Section 2.12 Preservation ofRights.

(a) The Corporation will not (x) grant any registration rights to third parties

which are inconsistent with the rights granted hereunder or (y) enter into any agreement, take any

action, or permit any change to occur, with respect to its securities that violates the rights

expressly granted to the Holders in this Agreement.

(b) If the Corporation grants any registration rights to a third party that are more

favorable to such party than the rights granted to any of the UST, Canada, the VEBA and the

Debtor hereunder, the UST, Canada, the VEBA and the Debtor shall be entitled to have their

registration rights improved to the level of the registration rights of such third party, and all of

the parties hereto shall execute an amendment to this Agreement reflecting such more favorable

rights.

Section 2.13 Registration of Common Stock under Exchange Act; Listing.

Notwithstanding anything to the contrary herein, the Corporation shall use its reasonable best

efforts to (i) file with the SEC a registration statement to register its Common Stock under

Section 12 of the Exchange Act and cause such registration statement to be declared effective no

23

1785695.10
later than July 31, 2010 and (ii) cause its Common Stock to be approved for listing on the New

York Stock Exchange or any other national securities exchange in connection with a distribution,

if any, of Registrable Securities by the Debtor pursuant to a plan of reorganization or liquidation

that has been confirmed by any bankruptcy court of competent jurisdiction.

ARTICLE 3

TERMINATION

Section 3.1 Termination. Other than Sections 2.8 and 2.9 and Article 4, this

Agreement and the obligations of the Corporation hereunder shall terminate upon the time when

there are no Registrable Securities remaining. With respect to each Holder, other than

Sections 2.8 and 2.9 and Article 4, this Agreement and the rights and obligations ofsuch Holder

hereunder shall terminate when such Holder no longer holds any Registrable Securities and, with

respect to the Debtor, has no further right to receive additional securities of the Corporation

pursuant to Section 3.2 of the Master Sale and Purchase Agreement and the MSPA Letter

Agreement. Notwithstanding the foregoing, all liabilities or obligations under Sections 2.8 and

2.9 and Article 4 shall remain in effect in accordance with the terms ofsuch provisions.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Notices. Any notice, request, instruction, consent, document or other

communication required or permitted to be given under this Agreement shall be in writing and

shall be deemed to have been sufficiently given or served for all purposes (a) upon delivery when

personally delivered; (b) on the delivery date after having been sent by a nationally or

internationally recognized overnight courier service (charges prepaid); (c) at the time received

when sent by registered or certified mail, return receipt requested, postage prepaid; or (d) at the

time when confirmation of successful transmission is received (or the first business day

following such receipt if the date of such receipt is not a business day) if sent by facsimile, in

each case, to the recipient at the address or facsimile number, as applicable, indicated below:

Ifto the Corporation or the Operating Company:

General Motors Holding Company (to be renamed General

Motors Company)

300 Renaissance Center

Detroit, MI 48265-3000

Facsimile: 313-667-4605

Ifto the UST:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office of Financial Stability

Facsimile: 202-927-9225

24

1785695.10
1785695.10

Ifto Canada:

Ifto the VEBA:

with a copy to:

Cadwalader, Wickersham & Taft LLP

One WorId Financial Center

New York, New York 10281

Attention: John J. Rapisardi

R. Ronald Hopkinson

Telephone: 212-504-6000

Facsimile: 212-504-6666

7176384 Canada Inc.

1235 Bay Street, Suite 400

Toronto, ON M54 3K4

Attention: Mr. Michael Carter

Facsimile: 416-934-5009

with a copy to:

Patrice S. Walch-Watson, Esq.

Torys LLP

79 Wellington Street West

Suite 3000

Toronto, ON M5K IN2

Facsimile: 416-865-7380

UAW Retiree Medical Benefits Trust

P.O. Box 14309

Detroit, Michigan 48214

with a copy to:

Daniel W. Sherrick

General Counsel

International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America

8000 East Jefferson Avenue

Detroit, Michigan 48214

Facsimile: 313-822-4844

25
and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: Richard S. Lincer

David I. Gottlieb

Telephone: 212-225-2000

Facsimile: 212-225-3999

Ifto the Debtor:

Motors Liquidation Company

2000 Town Center

Suite 2400

Southfield, MI 48075

Attention: Albert Koch

Telephone: 248-262-8430

Facsimile: 248-203-0337

with a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention: Harvey R. Miller

Stephen Karotkin

Raymond Gietz

Telephone: 212-310-8000

Facsimile: 212-310-8007

provided, however, if any party shall have designated a different addressee and/or contact

information by notice in accordance with this Section 4.1, then to the last addressee as so

designated.

Section 4.2 Authority. Each of the parties hereto represents to the other that (a) it has

the corporate or other organizational power and authority to execute, deliver and perform this

Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly

authorized by all necessary corporate or organizational action and no such further action is

required, (c) it has duly and validly executed and delivered this Agreement, and (d) this

Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its

terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar

laws affecting creditors' rights generally and general equity principles.

Section 4.3 No Third Party Beneficiaries. This Agreement shall be for the sole and

exclusive benefit of (a) the Corporation and its successors and permitted assigns, (b) each Holder

(including any trustee thereof) and any other investment manager or managers acting on behalf

of such Holder with respect to the Common Stock, Preferred Stock, or the Warrants and their

26

1785695.10
respective successors and permitted assigns and (c) each of the Persons entitled to

indemnification under Section 2.9 hereof. Nothing in this Agreement shall be construed to give

any other Person any legal or equitable right, remedy or claim under this Agreement.

Section 4.4 No Personal Liability by Trustees. It is expressly understood and agreed

by the parties hereto that this Agreement is being executed and delivered by the UST managers

and the VEBA Designee not individually or personally but solely in their respective capacities as

managers and trustees in the exercise of the powers and authority conferred and vested in them

as such trustees and under no circumstances shall any trustee or former trustee have any personal

liability in the trustee's individual capacity in connection with this Agreement or any transaction

contemplated hereby.

Section 4.5 Cooperation. Each party hereto shall take such further action, and execute

such additional documents, as may be reasonably requested by any other party hereto in order to

carry out the purposes ofthis Agreement.

Section 4.6 Governing Law; Forum Selection. This Agreement shall be governed by

and construed and interpreted in accordance with the laws of the State of New York irrespective

of the choice of laws principles of the State of New York other than Section 5-1401 of the

General Obligations Law ofthe State ofNew York. Any action or proceeding against the parties

relating in any way to this Agreement may be brought and enforced exclusively in the courts of

the State of New York located in the Borough of Manhattan or (to the extent subject matter

jurisdiction exists therefor) the U.S. District Court for the Southern District of New York, and

the parties irrevocably submit to the jurisdiction of both courts in respect of any such action or

proceeding.

Section 4.7 WAIVER OF JURY TRIAL. EACH PARTY WAIVES THE RIGHT TO A

TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS

AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, AND

AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT

SUCH WAIVER.

Section 4.8 Successors and Assigns. Except as otherwise expressly provided herein,

including pursuant to Section 2.10, neither this Agreement nor any of the rights, interests or

obligations provided by this Agreement may be assigned by any party (whether by operation of

law or otherwise) without the prior written consent ofthe other parties, and any such assignment

without such prior written consent shall be null and void. Subject to the preceding sentence and

except as otherwise expressly provided herein, this Agreement shall be binding upon and benefit

the Corporation, each Holder, and their respective successors and permitted assigns; provided,

that, for the avoidance of doubt, any Person who receives securities of the Corporation as a

distribution from the Debtor as part of any plan of reorganization or liquidation that has been

confirmed by any bankruptcy court of competent jurisdiction (other than any such Person that is

a successor in interest to the Debtor, including any liquidating trust established under a plan of

reorganization or liquidation that has been confirmed by any bankruptcy court of competent

jurisdiction) shall not be bound by or have any rights pursuant to this Agreement.

27

1785695.10
Section 4.9 Entire Agreement. This Agreement (together with the Annex) contains the

final, exclusive and entire agreement and understanding ofthe parties with respect to the subject

matter hereof and thereof and supersedes all prior and contemporaneous agreements and

understandings, whether written or oral, among the parties with respect to the subject matter

hereof and thereof. This Agreement shall not be deemed to contain or imply any restriction,

covenant, representation, warranty, agreement or undertaking of any party with respect to the

transactions contemplated hereby or thereby other than those expressly set forth herein or

therein, and none shall be deemed to exist or be inferred with respect to the subject matter

hereof.

Section 4.10 Severability. Whenever possible, each term and prOVISIOn of this

Agreement will be interpreted in such manner as to be effective and valid under law. If any term

or provision of this Agreement, or the application thereof to any Person or any circumstance, is

held to be illegal, invalid or unenforceable, (a) a suitable and equitable provision shall be

substituted therefor in order to carry out, so far as may be legal, valid and enforceable, the intent

and purpose of such illegal, invalid or unenforceable provision and (b) the remainder of this

Agreement or such term or provision and the application of such term or provision to other

Persons or circumstances shall remain in full force and effect and shall not be affected by such

illegality, invalidity or unenforceability, nor shall such invalidity or unenforceability affect the

legality, validity or enforceability of such term or provision, or the application thereof, in any

jurisdiction.

Section 4.11 Enforcement ofthis Agreement. The parties agree that irreparable damage

would occur in the event that any provision ofthis Agreement were not performed in accordance

with its specific terms or were otherwise breached. It is accordingly agreed that the parties shall,

without the posting of a bond, be entitled, subject to a determination by a court of competent

jurisdiction, to an injunction or injunctions to prevent any such failure of performance under, or

breaches of, this Agreement, and to enforce specifically the terms and provisions hereof and

thereof, this being in addition to all other remedies available at law or in equity, and each party

agrees that it will not oppose the granting ofsuch relief on the basis that the requesting party has

an adequate remedy at law.

Section 4.12 Amendment. This Agreement may not be amended, modified or

supplemented except upon the execution and delivery of a written agreement executed by a duly

authorized representative or officer of each ofthe parties.

Section 4.13 Headings. The descriptive headings of the Articles, Sections and

paragraphs of, and the Annex to, this Agreement are included for convenience only, do not

constitute a part of this Agreement and shall not be deemed to limit, modify or affect any of the

provisions hereof.

Section 4.14 Counterparts; Facsimiles. This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, and all of which taken together

shall constitute one and the same Agreement. All signatures ofthe parties may be transmitted by

facsimile or electronic delivery, and each such facsimile signature or electronic delivery

signature (including a pdfsignature) will, for all purposes, be deemed to be the original signature

ofthe party whose signature it reproduces and be binding upon such party.

28

1785695.10
Section 4.15 Time Periods. Unless otherwise specified in this Agreement, an action

required under this Agreement to be taken within a certain number of days shall be taken within

that number of calendar days (and not business days); provided, however, that ifthe last day for

taking such action falls on a day that is not a business day, the period during which such action

may be taken shall be automatically extended to the next business day.

Section 4.16 No Binding Effect on Us. Government. Notwithstanding anything in this

Agreement to the contrary, no provision of this Agreement shall be binding on or create any

obligation on the part ofthe United States Department ofthe Treasury or any other department or

any agency or branch ofthe United States Government, or any political subdivision thereof.

Section 4.17 Canada. Notwithstanding anything in this Agreement to the contrary,

Canada shall be bound by this Agreement only in its capacity as a Holder and nothing in this

Agreement shall be binding on or create any obligation on the part of Canada in any other

capacity or any branch ofthe Government ofCanada or subdivision thereof.

Section 4.18 Termination of Operating Company Registration Rights Agreement;

Waiver. The Operating Company, each of the Government Holders, the VEBA and the Debtor

acknowledges and agrees that, simultaneously with the execution of this Agreement, the

Operating Company Registration Rights Agreement is terminated in all respects, all the claims,

remedies, rights and privileges granted therein are relinquished and surrendered, and all

obligations and duties owed or required to be performed thereunder are waived and released.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

29

1785695.10
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Equity Registration Rights Agreement on the date first above written

GENERAL MOTORS HOLDING

COMPANY

Name:

BY:~ MIiarikaRalllde

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT

OF THE TREASURY

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for Financial Stability

7176384 CANADA INC.

By:

Name: -------------

Title:

By:

Name: -------------

Title:

UAW RETIREE MEDICAL BENEFITS

TRUST

By:

Name: ------------- Title:

MOTORS LIQUIDATION COMPANY

By:

Name: ------------- Title:

Signature Page to Equity Registration Rights Agreement
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Equity Registration Rights Agreement on the date first above written

GENERAL MOTORS HOLDING

COMPANY

By: -=-=----:::---=-----:~--------

Name: Niharika Ramdev

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT OF

THE T~~UJY ..h /

By:

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for Financial

7176384 CANADA INC.

By: _

Name:-------------- Title: _

By: _

Name:-------------- Title: _

UAW RETIREE MEDICAL BENEFITS

TRUST

By: _

Name:

Title: --------------_

MOTORS LIQUIDATION COMPANY

By: _

Name:-------------- Title: _

Signature Page to Equity Registration Rights Agreement
IN WITNESS WHEREOF, the parties hereto, being duly authorized, have executed and

delivered this Equity Registration Rights Agreement on the date first above written

GENERAL MOTORS HOLDING

COMPANY

By: _-=- _

Name: Niharika Ramdev

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT

OF THE TREASURY

By: _

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for Financial Stability

UAW RETIREE MEDICAL BENEFITS

TRUST

By: _

Name: _

Title:· _

MOTORS LIQUIDATION COMPANY

By: _

Name: _

Title:

SignalW'e Page to Equio/ Registration Rights Agreement
IN WITNESS WHEREOF. the parties hereto. being duly authorized, have executed and

delivered this Equity Registration Rights Agreement on the date first above written

GENERAL MOTORS BOLDING

COMPANY

By: _

Name: Niharika Ramdev

Title: Assistant Treasurer

TIlE UNITED STATES DEPARTMENT

OF THE TREASURY

By; _

Name: Herbert M. Allison. Jr.

Title: Assistant Secretary for Financial Stability

7176384 CANADA INC.

By; _

Name:------------ Title:

By: _

Name:------------ Title:

UAW RETIREE MEDICAL BENEFITS

TRUST

Title:

~~~ Chairm ofthe CommIttee ofthe UAW

Retiree Medical Benefits Trust

MOTORS LIQUIDATION COMPANY

By: _

Name: _

Title:

Signature Page to Equity Registration Rlghts Agreement
IN WITNESS WHEREOF, the parties hereto, being duly authorized) have and

delivered this Equity Registration Rights Agreement on the date first above written

GENERAL MOTORS HOLDING

COMPANY

By: . __~,,,~.,. _

Name: NiharikaRarll.dev

Title: Assistant Treasurer

THE UNITED STATES DEPARTMENT

OF THE TREASURY

By: ...__"", ._. , __

Name: Herbert M. Allison,

Title: for Financial Stability

7176384 CANADA INC.

By:

UAW RE'fIREE.MEDICAL BENEFITS

TRUST

By: .... m'.. "_ ...._ .. ..__.

Name:

Title:

MOTORS LIQUIDATION COMPANY

By:

Name:

Title:

Signature Page to Equity Registration Rights Agreement

---_ .._-
Solely for purposes of Section 4.18:

GENERAL MOTORS COMPANY

Name:

By:

Ntfi'"arika

~~Ramdev

Title: Assistant Treasurer

Continuation of Signature Page to Equity Registration Rights Agreement
1785695.10

Annex I

Holder Number of Shares of Common

Stock

UST 304,131,356

Canada 58,368,644

VEBA 87,500,000

Debtor 50,000,000

Total: 500,000,000

Holder Number of Shares of Common

Stock for Which Warrants Are

Initially Exercisable

VEBA 15,151,515

Debtor 90,909,090

Total: 106,060,605

Holder Number of Shares of

Preferred Stock

UST 83,898,305

Canada 16,101,695

VEBA 260,000,000

Total: 360,000,000

Annex I to Equity Registration Rights Agreement
USAdive 16475432.9

EXECUTION COPY

UST

CONTRlBUTION

&

SUBSCRlPTION AGREEMENT

Between

VEHICLE ACQUISITION HOLDINGS LLC

And

THE UNITED STATES DEPARTMENT OF THE TREASURY

DATED AS OF JUNE 1,2009
TABLE OF CONTENTS

ARTICLE I

ISSUANCE AND CONTRIBUTION

Section 1.1

Section 1.2

Section 1.3

Section 1.4

Section 2.1

Section 2.2

Section 3.1

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

Section 4.10

Section 4.11

Section 4.12

Section 4.13

Contribution I

Contribution Date 2

Consideration 2

Deliveries by the Company to the Subscriber 2

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Capitalization 3

Additional Representations 3

ARTICLE III

CONDITIONS PRECEDENT

Conditions Precedent to the Obligation ofthe Subscriber.. 4

ARTICLE IV

MISCELLANEOUS PROVISIONS

Notices 4

GOVERNING LAW 5

Assignment 5

Entire Agreement 5

Amendments 5

Counterparts 5

Severability; Enforcement 5

WAIVER OF TRIAL BY JURy 5

Waiver 5

Agreements in Writing , 6

Expenses 6

Binding Effect; No Third-Party Beneficiaries 6

Return of Subscriber Contribution 6

USActive 16475432.9 -1-
UST

CONTRIBUTION

&

SUBSCRIPTION AGREEMENT

UST CONTRIBUTION & SUBSCRIPTION AGREEMENT (as amended or

otherwise modified from time to time, this "Agreement") dated as of June I, 2009, between

VEHICLE ACQUISITION HOLDINGS LLC, a Delaware limited liability company (together

with its successors and permitted assigns, the "Company"), and THE UNITED STATES

DEPARTMENT OF THE TREASURY (together with its successors and permitted assigns

and designees, including any vehicle formed to hold the Company Securities, the "Subscriber").

Capitalized terms used in this Agreement and not otherwise defined shall have the meanings set

forth in the Master Sale and Purchase Agreement, dated June I, 2009 between the Company,

General Motors Corporation and the other Sellers identified therein (the "Master Sale and

Purchase Agreement").

RECITALS:

WHEREAS, the Company, a wholly-owned subsidiary of Subscriber, has been

formed under the laws of the State of Delaware and, promptly following the execution of this

Agreement, intends to convert to a Delaware corporation pursuant to Section 265 ofthe General

Corporation Law of the State of Delaware ("Section 265"). Unless the context otherwise

requires, all references to the Company will refer to a Delaware corporation;

WHEREAS, the Company will issue and offer for subscription 304,131,356

shares of common stock, par value $0.01 per share, of the Company (the "Shares") and

83,898,305 shares of Series A Fixed Rate Cumulative Perpetual Preferred Stock, par value $0.01

per share, ofthe Company with the terms set forth in Exhibit X to the Master Sale and Purchase

Agreement (the "Company Securities"); and

WHEREAS, the Company wishes to issue the Company Securities to the

Subscriber in exchange for Subscriber contributing the UST Instruments (as defined below) such

that the Company can exercise all rights and remedies under the Instruments.

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

covenants contained herein and the Master Sale and Purchase Agreement, and for other good and

valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the parties

hereto agree as follows:

USActive 16475432.9
ARTICLE I

ISSUANCE AND CONTRIBUTION

Section 1.1 Contribution. On the Contribution Date (as defined below),

Subscriber agrees that it will contribute, convey, assign and transfer to the Company all of the

following in exchange for the Company Securities (collectively, the "UST Instruments"):

1. the UST Credit Facilities;

2. the DIP Facilities provided by the Subscriber (other than Purchaser

Assumed Debt or the Wind Down Facility) and all of the rights and

obligations as lender thereunder;

3. the UST Warrant; and

4. with respect to each of the foregoing UST credit facilities, to the extent

that Subscriber loans additional amounts to General Motors Corporation

prior to the Closing Date, any such amounts shall be deemed to have been

contributed hereunder.

Section 1.2 Contribution Date. "Contribution Date" shall mean the date

selected by the Subscriber prior to the Closing Date, as selected by the Subscriber.

Section 1.3 Consideration. In consideration of the aforesaid contribution,

conveyance, assignment and transfer to the Company ofthe UST Instruments and subject to the

terms and conditions of this Agreement, on the Closing Date, the Company shall issue and

deliver to the Subscriber and the Subscriber shall acquire, the Company Securities.

(a) On the Closing Date, the Company shall record the Subscriber as the

holder ofthe Company Securities in the books and records ofthe Company.

Section 1.4 Deliveries by the Comoanv to the Subscriber. On the Closing

Date, the Company shall deliver to the Subscriber a written confirmation evidencing the number

ofCompany Securities acquired by the Subscriber pursuant to this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 2.1 Capitalization. The Company hereby represents and warrants to

the Subscriber that immediately following the consummation of the transactions contemplated

under the Master Sale and Purchase Agreement it will have the capitalization structure as set

forth in Section 5.4 ofthe Master Sale and Purchase Agreement.

Section 2.2 Additional Representations. (a) This Agreement has been duly

authorized, executed and delivered by the Company and constitutes a valid and binding

agreement of the Company, enforceable against it in accordance with its terms, subject as to

USActive 16475432.9 -2-
enforcement, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and

other similar laws of general applicability relating to or affecting creditors' rights and to general

equity principles.

(b) The execution, delivery and performance by the Compaoy of this

Agreement, and the consummation by it of the transactions contemplated thereby, do not and

will not contlict with, or result in a breach or violation of or default under, any applicable law or

any note, indenture, contract, agreement or instrument to which the Compaoy (or any of its

properties) is a party or is otherwise subject.

(c) The Company has not taken any action, nor have any other steps been

taken or legal proceedings been started or (to the best ofthe Compaoy's knowledge and belief)

threatened against the Company for its winding-up, dissolution, administration or reorganization

or for the appointment of a custodian, receiver, administrator, administrative receiver, liquidator,

trustee or similar officer ofit or of any or all ofits assets or revenues.

(d) When issued, the Company Securities will be duly authorized, validly

issued, fully paid and non-assessable and the Subscriber will receive all right, title and interest in

aod to the Company Securities, free and clear of any liens.

(e) The Compaoy is not, and immediately after giving effect to the issuance of

the Company Securities pursuaot hereto the Company will not be, an "investment company", or

a company "controlled" by a Person required to register as an "investment company", within the

meaning ofthe Investment Company Act of 1940, as amended.

(f) The Company is a validly existing limited liability Company and [s III

good standing under the laws ofDelaware and, as ofthe Closing Date, will be a validly existing

corporation in good standing under the laws of Delaware having full right, power and authority

to enter into this Agreement and to perform its obligations hereunder.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.1 Conditions Precedent to the Obligation of the Subscriber. The

Subscriber's obligation to contribute the UST Instruments aod acquire the Company Securities is

subject to the fulfillment on or before the Contribution Date of the following conditions, unless

waived by the Subscriber:

(a) each representation aod warranty made by the Company contained herein

shall be true and correct in all material respects, except to the extent such representations and

warranties specifically relate to an earlier date thereto, in which case, such representations and

warranties shall be true and correct as ofsuch earlier date;

(b) the Master Sale and Purchase Agreement shall be in full force and effect

and Subscriber shall have reasonably determined that the conditions to closing under the Master

Sale and Purchase Agreement will be satisfied or irrevocably waived on the Closing Date;

USActive 16475432.9 -3-
(c) a stockholders agreement consistent with the governance term sheet

circulated to the parties thereto on May 31, 2009 shall have been executed and delivered by the

parties thereto; and

(d) the Subscriber's portion of the DIP Facilities shall have been funded by .

the Subscriber as provided therein.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Notices. Any notice, request, instruction, consent, document or

other communication required or permitted to be given under this Agreement shall be in writing

and shall be deemed to have been sufficiently given or served for all purposes (a) upon delivery

when personally delivered; (b) on the delivery date after having been sent by a nationally or

internationally recognized overnight courier service (charges prepaid); (c) at the time received

when sent by registered or certified mail, return receipt requested, postage prepaid; or (d) at the

time when confirmation of successful transmission is received (or the first Business Day

following such receipt if the date ofsuch receipt is not a Business Day) if sent by facsimile, in

each case, to the recipient at the address or facsimile number, as applicable, indicated below:

To the Company:

Vehicle Acquisition HoIdings LLC

c/o Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, New York 10281

To the Subscriber:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office ofFinancial Stability

Facsimile: (202) 927-9225

Email: OFSChiefCounseINotices@do.treas.gov

Section 4.2 GOVERNING LAW. THIS AGREEMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE

STATE OF NEW YORK (SUBJECT TO ANY MANDATORY PROVISIONS OF THE

DELAWARE GENERAL CORPORATION LAW), EXCLUDING (TO THE EXTENT

PERMISSIBLE BY LAW) ANY RULE OF LAW THAT WOULD CAUSE THE

APPLICATION OF THE LAWS OF A mRISDICTION OTHER THAN THE STATE OF

NEW YORK.

Section 4.3 Assignment. Neither this Agreement nor any ofthe rights granted

herein, nor any. of the other interests and obligations created hereunder, shall be assigned or

USActive 16475432.9 -4-
delegated by either of the parties hereto without prior written consent of the other, provided,

however, that the Subscriber may, without the consent of the Company, freely effect such

assignment or delegation if made to an Affiliate Controlled by the Subscriber.

Section 4.4 Entire Agreement. This Agreement contains the entire

understanding of the parties hereto with respect to the subject matter contained herein and

therein, and supersede and cancel all prior agreements, negotiations, correspondence,

undertakings and communications ofthe parties, oral or written, regarding such subject matter.

Section 4.5 Amendments. This Agreement may be amended only by a written

instrument executed by the parties hereto or their respective successors or permitted assigns.

Section 4.6 Countemarts. This Agreement may be executed and delivered

(including by facsimile transmission) in one or more counterparts, and by the different parties

hereto in separate counterparts, each of which when executed and delivered shall be deemed to

be an original but all ofwhich taken together shall constitute one and the same agreement.

Section 4.7 Severability; Enforcement. If any term or other provision of this

Agreement is invalid, illegal or incapable of being enforced by any rule ofLaw, or public policy,

all other conditions and provisions ofthis Agreement shall nevertheless remain in full force and

effect so long as the economic or legal substance of the transactions contemplated by this

Agreement are not affected in any manner materially adverse to any party. Upon such

determination that any term or other provision is invalid, illegal or incapable of being enforced,

the parties hereto shall negotiate in good faith to modifY this Agreement so as to effect the

original intent ofthe parties as closely as possible in a mutually acceptable manner to the fullest

extent possible.

Section 4.8 WAIVER OF TRIAL BY JURY. EACH PARTY HERETO

HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR

OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE

ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION,

PERFORMANCE AND ENFORCEMENT THEREOF.

Section 4.9 Waiver. The failure of any party hereto to enforce at any time any

of the provisions of this Agreement shall in no way be construed to be a waiver of any such

provision, nor in any way to affect the validity ofthis Agreement or any part hereof or the right

of such party thereafter to enforce each and every such provision. No waiver of any breach

hereof or non-compliance herewith shall be held to be a waiver of any other or subsequent

breach hereof or non-compliance herewith.

Section 4.10 Agreements in Writing. Any agreement between the parties with

respect to the subject matter hereof, or any amendment, waiver, discharge or termination, shall

be invalid unless it is in writing and signed by the parties hereto or their respective successors or

permitted assigns.

Section 4.11 Expenses. Except as otherwise specified in this Agreement all

costs and expenses incurred in connection with this Agreement and the transactions

USActive 16475432.9 -5-
contemplated by this Agreement shall be borne by the party incurring such costs and expenses,

whether or not the Closing shall have occurred.

Section 4.12 Binding Effect; No Third-Partv Beneficiaries. This Agreement

shall be binding upon and inure to the benefit of the Parties hereto and their respective

successors, legal representatives and permitted assigns. Nothing express or implied in this

Agreement is intended or shall be construed to confer upon or give to any Person, other than the

Parties, their Affiliates and their respective permitted successors or assigns, any legal or

equitable Claims, benefits, rights or remedies of any nature whatsoever under or by reason ofthis

Agreement. Nothing express or implied in this Agreement shall be construed to create an

obligation ofthe Subscriber to provide funds under the UST Financing. This Agreement is only

being executed to permit the Subscriber to exercise its rights under the UST Financing.

Notwithstanding anything in this Agreement to the contrary, the Subscriber shall only be bound

by this Agreement in its capacity as a Subscriber and nothing in this Agreement shall be binding

on or create any obligation on the part ofthe Subscriber in any other capacity or on any, agency,

branch of the United States Government or political subdivision or instrumentality thereof.

Notwithstanding anything to the contrary herein, nothing in this agreement shall obligate the

Subscriber to make any loans or otherwise advance any funds pursuant to the UST Instruments.

Section 4.13 Return of Subscriber Contribution. Upon any termination under

the Master Sale and Purchase Agreement all UST Instruments, to the extent such instruments

have been contributed under this Agreement, shall, at Subscriber's election, be immediately

returned to the Subscriber without any action by any party hereto.

[Remainder ofpage intentionally left blank]

USActive 16475432.9 -6-
IN WITNESS WHEREOF, the undersigned, intending to be legally bound

hereby, has duly executed this Agreement as ofthe day and year first above written.

VEHICLE ACQUISITION HOLDINGS LLC

BY: THE UNITED STATES

DEPARTMENT OF THE TREASURY, ITS

SOLE MEMBER

'"' .t'('}1 By: ;;0:-.....- /1.0 f .~~ I Nume: Duane Morse

Title: Chief Risk and Compliance Officer

mE UNITED STATES DEPARTMENT OF

THE TREASURY

{'I /(1 Y'\1

By: ;JJ;\~ I..-. V iI h'i---. )

Nume: Duane Morse

Title: ChiefRisk and Compliance Officer

USAc!;v. 16475432.11 [Signature Page Equity Subscription Agreement!
State of Delaware

Secretary of Sta te

Division of Corporations

Delivered 11:38 AM 08/11/2009

FILED 11: 20 AM 08/11/2009 SRV 090768952 - 4718317 FILE

CERTIFICATE 

GENERAL MOTORS CaMP ANY

1. The name of the corporation is General Motors Holding Company.

2. The address of the Corporation's registered office in the State of Delaware is

Delaware 19801. The name of its registered agent at such address is The Corporation

Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in

any lawful act or activity for which corporations may be organized under the General

4. The total number of shares of stock which the corporation shall have authority to

issue is 1,000 and the par value of each of such shares is $0.01.

5. The board of directors is authorized to make, alter or repeal the bylaws of the

r corporation. Election of directors need not be by written ballot.

330 North Wabash Avenue, Suite 4000

of August, 2009.

Sole Incorporator

17P.6836.1

---
Sta te of Delaware

Secretary of State

Division of Corporations

SRV 090939332 - 4718317 FILE

AMENDED AND RESTATED CERTIFICATE INCORPORATION

Pursuant to Sections 242 and 245 of the General

General Motors Holding CompanYt a corporation organized and existing under

1. The name of the corporation is General Motors Holding Company. The date

2009.

2. This Amended and Restated Certificate of Incorporation amends and restates

the provisions of the Certificate of Incorporation of this corporationt as heretofore amended or

supplemented.

3. The text of the Certificate of Incorporation is hereby amended and restated to

read in its entirety as follows:

"Corporation").

its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or activity

Delaware.

shall have authority to issue is 3,500)000,000, consisting of 1,000)000,000 shares of Preferred

Stock, par value $0.01 per share (hereinafter referred to as "Preferred Stock")) and 2t500,OOO,000

shares of Common Stock) par value $0.01 per share (hereinafter referred to as "Common

Stock").

Board of Directors is hereby authorized to provide for the issuance of shares of Preferred Stock

in one or more series and) by filing a certificate pursuant to the applicable law of the State of

Delaware (hereinafter referred to as "Preferred Stock Designation"), to establish from time to

1
preferences and rights of the shares of each such series and the qualifications, limitations and 

restrictions thereof. The authority of the Board of Directors with respect to each series shall

include, but not be limited to, determination of the following:

letter or title.

may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or

decrease (but not below the nwnber of shares thereof then outstanding).

series in respect of dividends, and whether such dividends, if any, shall be cumulative or

noncumulative.

(e) The redemption rights and price or prices, if any, for shares of the series.

(f) The terms and amount of any sinking fund provided for the purchase or

redemption of shares of the series.

(g) The amounts payable on, and the preferences, if any, of shares of the

series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the

affairs of the Corporation.

(h) Whether the shares of the series shall be convertible into or exchangeable

for shares of any other class or series, or any other security, of the Corporation or any other

corporation and, if so, the specification of such other class or series or such other security, the

conversion or exchange price or prices or rate or rates, any adjustments thereof, the date or dates

at which such shares shall be convertible or exchangeable and all other terms and conditions

(i) Restrictions on the issuance of shares of the same series or of any other

class or series.

(j) The voting rights, if any, of the holders of shares of the series.

The Common Stock shall be subject to the express terms of the Preferred Stock

and any series thereof. Except as may otherwise be provided in this Certificate of Incorporation,

in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock

shall be entitled to one vote for each such share upon each matter presented to the stockholders,

the Common Stock shall have the exclusive right to vote for the election of directors and for all

other purposes, and holders of Preferred Stock shall not be entitled to vote at or receive notice of

any meeting of stockholders.

2
The Corporation shall be entitled to treat the person in whose name any share of

its stock is registered as the owner thereof for all purposes and shall not be bound to recognize

any equitable or other claim to, or interest in, such share on the part of any other person, whether

or not the Corporation shall have notice thereof, except as expressly provided by applicable law.

FIFTH. Unless and except to the extent that the bylaws of the Corporation shall

so require, the election of directors of the Corporation need not be by written ballot. The

business and affairs of the Corporation shall be managed by, or under the direction of, the Board

of Directors. The total number of directors constituting the entire Board of Directors shall be not

more than 17, except as otherwise provided in a Preferred Stock Designation, with the thendirectorships shall be filled exclusively pursuant to a resolution adopted by the Board of

Directors.

SIXTH. In furtherance and not in limitation of the powers conferred by the laws

of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or

repeal the bylaws of the Corporation. The stockholders may also adopt, amend, or repeal the

vote of the holders of a majority of the voting power of the shares entitled to vote thereon.

stockholders for monetary damages for breach of fiduciary duty as a director, except for liability

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for

acts or omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174, or any successor provision thereto, of the General

derived an improper personal benefit. Any amendment, modification or repeal of the foregoing

sentence shall not adversely affect any right or protection of a director of the Corporation

hereunder in respect of any act or omission occurring prior to the time of such amendment,

modification, or repeal.

to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation and

and privileges of any nature conferred upon stockholders, directors, or any other persons by and

pursuant to this Certificate of Incorporation in its present fonn or as hereafter amended are

granted subject to the rights reserved in this article.

the Corporation, no action that is required or permitted to be taken by the stockholders of the

of stockholders in lieu of a meeting of stockholders except where such consent is signed by the

holders of all shares of stock of the Corporation then outstanding and entitled to vote thereon.

3
"Initial Public Offering" means the earlier to occur of (i) the initial public offering of the

Common Stock (whether such offering is primary or secondary) that is underwritten by a

nationally recognized investment bank, pursuant to an effective registration statement filed under

the Securities Act of 1933, as amended (other than a registration effected solely to implement an

employee benefit plan or a transaction to which Rule 145 under the Securities Act of 1933, as

amended, is applicable, or a registration statement on Form S-4, Form S-8 or a successor to one

of those fonns) or (ii) the later of (x) the date on which a Corporation registration statement filed

under Section 12(b) or 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), as

amended, shall have been declared effective by the Securities and Exchange Commission or

reorganization.

State of Delaware and by the written consent of the sole stockholder of the Corporation in

Delaware.

[signature page follows]

4

I
l

October, 2009.

[SDIA ~ PAGE TO ~ AJlD RaT ATm C8aTU'ICA TB ~~ T1QfJ
State of Delaware

Secreta.ry of State

Division of Corporations

SRV 090941483 - 4718317 FILE

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

GENERAL COMPANY

General Motors Holding Company, a corporation organized and existing under and

(the 

DOES HEREBY 

FIRST: The name of the Corporation is General Motors Holding Company.

SECOND: The date of filing of the Corpomtion's original Certificate of

Incorpomtion with the Secretary of State of the State of Delaware was August II, 2009.

THIRD: The date of filing of the Corporation's Amended and Restated

Certificate of Incorpomtion with the Secretary of State of the State of Delaware was October 15,

2009,

FOURTH: Article First of the Amended and Restated Certificate of

Incorporation of the Corporation be, and it hereby is, amended to read ItS follows:

"The name of the Corporation is General Motors Company (the "Corporation'1."

That the amendment was duly adopted in accordance with the

provisions of Section 242 of the General Corporation Law of the State of Delaware.

SIXTH: That this Certificate of Amendment shall be effective upon filing.

[signature page to follow]
IN WUNESS WHEREOF, the undersigned has signed this Certificate of Amendment as of

tbis~ day of October, 2009.

GENERAL MOTORS 

nC:~~~~~~~ =~-- 

Name: . Ramdev

Title: Assistant TreasW'C"

CEilTIfICA"re 
General Motors Company

__________________

AMENDED AND RESTATED BYLAWS

As of March 2, 2010 
i

TABLE OF CONTENTS

Article I MEETINGS OF STOCKHOLDERS............................................................................1

1.1 Annual Meetings. ...............................................................................................................1

1.2 Special Meetings.................................................................................................................1

1.3 Notice of Meetings..............................................................................................................3

1.4 List of Stockholders Entitled to Vote. ..............................................................................3

1.5 Quorum...............................................................................................................................3

1.6 Conduct of Meeting............................................................................................................3

1.7 Voting; Proxies...................................................................................................................4

1.8 Fixing Date for Determination of Stockholders of Record. ...........................................4

1.9 Adjournments.....................................................................................................................4

1.10 Judges............................................................................................................................5

1.11 Notice of Stockholder Nomination and Stockholder Business.................................5

1.12 Stockholder Action by Written Consent....................................................................9

Article II BOARD OF DIRECTORS.........................................................................................11

2.1 Responsibility and Number.............................................................................................11

2.2 Election; Resignation; Vacancies....................................................................................11

2.3 Regular Meetings. ............................................................................................................14

2.4 Special Meetings...............................................................................................................14

2.5 Quorum; Vote Required for Action. ..............................................................................14

2.6 Conduct of Meeting..........................................................................................................15

2.7 Ratification. ......................................................................................................................15

2.8 Written Action by Directors. ..........................................................................................15

2.9 Telephonic Meetings Permitted. .....................................................................................15
ii

2.10 Independent Directors. ..............................................................................................16

2.11 Access to Books and Records....................................................................................16

Article III COMMITTEES .........................................................................................................16

3.1 Committees of the Board of Directors. ..........................................................................16

3.2 Election; Vacancies; Independence................................................................................17

3.3 Procedure; Quorum.........................................................................................................17

3.4 Investment Funds Committee.........................................................................................17

3.5 Audit Committee..............................................................................................................17

3.6 Executive Compensation Committee. ............................................................................18

3.7 Public Policy Committee. ................................................................................................18

3.8 Directors and Corporate Governance Committee........................................................18

Article IV OFFICERS .................................................................................................................19

4.1 Election of Officers. .........................................................................................................19

4.2 Chief Executive Officer. ..................................................................................................19

4.3 President. ..........................................................................................................................19

4.4 Vice Chairman of the Corporation. ...............................................................................19

4.5 Chief Financial Officer....................................................................................................19

4.6 Treasurer. .........................................................................................................................20

4.7 Secretary. ..........................................................................................................................20

4.8 Controller..........................................................................................................................20

4.9 General Counsel...............................................................................................................20

4.10 General Auditor. ........................................................................................................20

4.11 Chief Tax Officer. ......................................................................................................20

4.12 Subordinate Officers..................................................................................................20

4.13 Resignation; Removal; Suspension; Vacancies.......................................................21
iii

Article V INDEMNIFICATION.................................................................................................21

5.1 Right to Indemnification of Directors and Officers......................................................21

5.2 Advancement of Expenses of Directors and Officers. ..................................................22

5.3 Claims by Officers or Directors......................................................................................22

5.4 Indemnification of Employees. .......................................................................................22

5.5 Advancement of Expenses of Employees. ......................................................................23

5.6 Claims by Employees.......................................................................................................23

5.7 Non Exclusivity of Rights. ...............................................................................................23

5.8 Other Indemnification.....................................................................................................23

5.9 Insurance. .........................................................................................................................23

5.10 Nature of Rights; Amendment or Repeal. ...............................................................24

Article VI MISCELLANEOUS ..................................................................................................24

6.1 Seal. ...................................................................................................................................24

6.2 Fiscal Year. .......................................................................................................................24

6.3 Notice.................................................................................................................................24

6.4 Waiver of Notice...............................................................................................................24

6.5 Voting of Stock Owned by the Corporation..................................................................25

6.6 Form of Records...............................................................................................................25

6.7 Offices................................................................................................................................25

6.8 Amendment of Bylaws.....................................................................................................25

6.9 Gender Pronouns. ............................................................................................................25
1

GENERAL MOTORS COMPANY

AMENDED AND RESTATED BYLAWS

ARTICLE I

MEETINGS OF STOCKHOLDERS

1.1 Annual Meetings.

The annual meeting of stockholders for the election of directors, ratification or rejection of the 

selection of auditors, and the transaction of such other business as may properly be brought 

before the meeting shall be held on the first Tuesday in June in each year, or on such other date 

and at such place and time as the chairman of the board or the board of directors shall designate. 

If any annual meeting shall not be held on the day designated or the directors shall not have been 

elected thereat or at any adjournment thereof, thereafter the board shall cause a special meeting 

of the stockholders to be held as soon as practicable for the election of directors. At such special 

meeting, the stockholders may elect directors and transact other business with the same force and 

effect as at an annual meeting of the stockholders duly called and held.

1.2 Special Meetings.

(a) Call of Special Meeting. Special meetings of stockholders 

may be called at any time by the chairman of the board of directors or by a 

majority of the members of the board of directors or as otherwise provided 

by Delaware law, the certificate of incorporation or these bylaws. Any such 

special meeting shall be held on the date and at the time and place and for 

the purposes that are designated by the chairman or board in calling the 

meeting. Subject to paragraph (b) of this section, the board shall call a 

special meeting upon the written request (the “Meeting Request”) of the 

record holders of at least 15 percent of the voting power of the outstanding 

shares of all classes of stock entitled to vote at such a meeting, delivered to 

the secretary of the Corporation, and shall designate a date for such special 

meeting not more than 90 days after the date that the secretary received the 

Meeting Request (the “Request Delivery Date”). In fixing a date and time 

for any special meeting requested by stockholders, the board may consider 

such factors as it deems relevant, including without limitation, the nature of 

the matters to be considered, the facts and circumstances related to any 

request for a meeting, and any plan of the board to call an annual meeting or 

special meeting.

(b) Stockholder Request for Special Meeting.

(1) Any Meeting Request shall be signed by one 

or more stockholders, or their duly authorized agent, that request 

the special meeting and shall set forth: (A) a statement of the 

specific purpose of the meeting and the matters proposed to be 

acted on at the meeting and the reasons for conducting such 

business at the meeting; (B) the name and address of each signing 
2

stockholder and date of signature; (C) the number of shares of each 

class of voting stock owned of record and beneficially by each 

such stockholder; (D) a description of all arrangements or 

understandings between any signing stockholder and any other 

person regarding the meeting and the matters proposed to be acted 

on at the meeting; (E) all information relating to each signing 

stockholder that would be required to be disclosed in solicitations 

of proxies for election of directors in an election contest (even if an 

election contest is not the subject of the Meeting Request) or 

would otherwise be required, in each case pursuant to Section 14 

of the Securities Exchange Act of 1934, as amended (the 

“Exchange Act”), and the rules and regulations promulgated 

thereunder (or any successor provision of the Exchange Act or the 

rules or regulations promulgated thereunder), whether or not 

Section 14 of the Exchange Act is then applicable to the 

Corporation; and (F) the information that would be required by 

section 1.11 of these bylaws if the stockholder were intending to 

make a nomination or to bring any other matter before a 

stockholder meeting. A stockholder may revoke its request for a 

special meeting at any time by written revocation delivered to the 

secretary of the Corporation.

(2) The board shall have the authority to 

determine not to call a special meeting requested by stockholders if 

(A) the board has called or calls an annual or special meeting of 

stockholders to be held not more than 90 days after the Request 

Delivery Date and the purpose of such stockholder meeting 

includes (among any other matters properly brought before the 

meeting) the purpose specified in the Meeting Request; (B) within 

12 months prior to the Request Delivery Date, an annual or special 

meeting was held that considered the purpose specified in the 

Meeting Request, except for the election of one or more directors; 

(C) the Meeting Request relates to an item of business that is not a 

proper subject for stockholder action under applicable law; or (D) 

such request was made in violation of Regulation 14A under the 

Exchange Act, to the extent applicable, or other applicable law. 

The board is authorized to determine in good faith the purpose of a 

stockholder meeting.

(c) Conduct of Special Meeting. Business transacted at a 

special meeting requested by stockholders shall be limited to the purpose 

stated in the Meeting Request; provided, however, that the board shall be 

able to submit additional matters to stockholders at any such special 

meeting.

(d) Pre-IPO Special Meetings. Notwithstanding the foregoing 

provisions of this section 1.2, prior to an Initial Public Offering (as defined 
3

below) of the Corporation, the board shall call a special meeting at the 

request of the record holders of at least 15 percent of the voting power of 

the outstanding shares of all classes of stock entitled to vote at such a 

meeting. Such request shall state the purpose or purposes of the proposed 

meeting. The time of any such special meeting shall be stated in the 

notice of such meeting, which notice shall specify the purpose or purposes 

thereof. Business transacted at any special meeting shall be confined to 

the purposes stated in the notice of meeting and matters germane thereto.

“Initial Public Offering” means the earlier to occur of (i) the initial public offering of the 

Common Stock, (whether such offering is primary or secondary) that is underwritten by a 

nationally recognized investment bank, pursuant to an effective registration statement filed under 

the Securities Act of 1933, as amended (other than a registration effected solely to implement an 

employee benefit plan or a transaction to which Rule 145 under the Securities Act of 1933, as 

amended, is applicable, or a registration statement on Form S-4, Form S-8 or a successor to one 

of those forms) or (ii) the later of (x) the date on which a Corporation registration statement filed 

under Section 12(b) or 12(g) of the Exchange Act shall have been declared effective by the 

Securities and Exchange Commission or otherwise became effective under the Exchange Act and 

(y) the date of distribution of the shares of Common Stock beneficially owned (within the 

meaning given in Rule 13d-3 of the Exchange Act) by Motors Liquidation Company (formerly 

known as General Motors Corporation), a Delaware corporation pursuant to its plan of 

reorganization.

1.3 Notice of Meetings. 

Written notice of each meeting of stockholders shall be given by the chairman of the board 

and/or the secretary in compliance with the provisions of Delaware law and these bylaws. 

1.4 List of Stockholders Entitled to Vote. 

The secretary shall prepare or have prepared before every meeting of stockholders a complete list 

of the stockholders entitled to vote at the meeting in compliance with the provisions of Delaware 

law and the certificate of incorporation.

1.5 Quorum.

(a) At each annual or special meeting of stockholders, except 

where otherwise provided by law or the certificate of incorporation or 

these bylaws, the holders of a majority of the voting power of the 

outstanding shares of stock entitled to vote at the meeting, present in 

person or by proxy, shall constitute a quorum. Where a separate vote by a 

class or classes or series of stock is required, the holders of a majority of 

the voting power of the shares of such class or classes or series of stock 

present in person or represented by proxy shall constitute a quorum for the 

purposes of such matter on which a separate vote is required.

(b) In the absence of a quorum pursuant to this section of the 

bylaws, a majority of the voting power of the outstanding shares of stock 
4

entitled to vote and present in person or by proxy, or in absence of any 

stockholders, any officer, may adjourn the meeting from time to time in 

the manner and to the extent provided in section 1.9 of these bylaws until 

a quorum shall attend. 

(c) Shares of the Corporation’s stock belonging to the 

Corporation or to another entity, a majority of whose ownership interests

entitled to vote in the election of directors of such other entity is held, 

directly or indirectly, by the Corporation, shall neither be entitled to vote 

nor be counted for quorum purposes; provided, however, that the 

foregoing shall not limit the right of the Corporation to vote shares of its 

own stock that it is entitled to vote in a fiduciary capacity. 

1.6 Conduct of Meeting.

The chairman of the board or, if he so designates, the chief executive officer, the president, the 

vice chairman or a vice president of the Corporation shall preside at each meeting of the 

stockholders; provided, however, that if the chairman of the board does not preside and has not 

designated an officer of the Corporation to preside, the holders of a majority of the voting power 

of the outstanding shares of stock entitled to vote and present in person or by proxy at such 

meeting may designate any person to preside over the meeting. The secretary of the Corporation 

shall record the proceedings of meetings of the stockholders, but in the absence of the secretary, 

the person presiding over the meeting shall designate any person to record the proceedings. The 

person presiding over any meeting of stockholders shall determine the order of business and the 

procedure at the meeting, including such regulation of the manner of voting and the conduct of 

discussion. The date and time of the opening and closing of the polls for each matter upon which 

the stockholders will vote at the meeting shall be announced at the meeting.

1.7 Voting; Proxies. 

Each stockholder entitled to vote shall be entitled to vote in accordance with the number of 

shares and voting powers of the voting shares held of record by him. Each stockholder entitled 

to vote at a meeting of stockholders may authorize another person or persons to act for him at 

such meeting by proxy, but such proxy, whether revocable or irrevocable, shall comply with the 

applicable requirements of Delaware law. Voting at meetings of stockholders, on matters other 

than the election of directors, need not be by written ballot unless the holders of a majority of the 

voting power of the outstanding shares of stock entitled to vote at the meeting present in person 

or by proxy at such meeting shall so determine. All elections and questions shall, unless 

otherwise provided by law, rule or regulation, including any stock exchange rule or regulation, 

applicable to the Corporation, the certificate of incorporation, or section 2.2 or any other 

provision of these bylaws, be decided by the vote of the holders of a majority of the voting 

power of the shares of stock entitled to vote thereon present in person or by proxy at the meeting. 

Votes cast “for” or “against” and “abstentions” with respect to a matter shall be counted as 

shares of stock of the Corporation entitled to vote on such matter, while “broker nonvotes” (or 

other shares of stock of the Corporation similarly not entitled to vote) shall not be counted as 

shares entitled to vote on such matter. 
5

1.8 Fixing Date for Determination of Stockholders of Record. 

To determine the stockholders of record for any purpose, the board of directors may fix a record 

date; provided that the record date shall not precede the date upon which the board adopts the 

resolution fixing the record date; and provided further that the record date shall be: (a) in the case 

of determination of stockholders entitled to receive notice of or to vote at any meeting of 

stockholders or adjournment thereof, not more than 60 nor less than ten days before the date of 

such meeting; (b) in the case of determination of stockholders entitled to express consent to 

corporate action in writing without a meeting, in accordance with section 1.12 of these bylaws; 

and (c) in the case of any other action, not more than 60 days prior to such other action. A 

determination of stockholders of record entitled to notice of or to vote at a meeting of 

stockholders shall apply to any adjournment of the meeting; provided, however, that the board 

may choose to fix a new record date for the adjourned meeting.

1.9 Adjournments. 

The person presiding over any meeting of stockholders, annual or special (other than a special 

meeting requested by stockholders in accordance with section 1.2(a) of these bylaws in the 

absence of a quorum), may adjourn the meeting from time to time to reconvene at the same or 

some other place. At the adjourned meeting, the Corporation may transact any business which 

might have been transacted at the original meeting. Notice need not be given of any such 

adjourned meeting if the time and place, if any, thereof, and the means of remote 

communication, if any, by which stockholders and proxy holders may be deemed to be present 

and vote at such adjourned meeting are announced at the meeting at which the adjournment is 

taken, except that if the adjournment is for more than 30 days or if, after the adjournment, a new 

record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given 

to each stockholder of record entitled to vote at the meeting.

1.10 Judges. 

All votes by ballot at any meeting of stockholders shall be conducted by one or more judges 

appointed for the purpose, either by the board of directors or by the person presiding over the 

meeting. The judges shall decide upon the qualifications of voters, count the votes, and report 

the result in writing to the secretary of the meeting.

1.11 Notice of Stockholder Nomination and Stockholder Business. 

At a meeting of the stockholders, only such business shall be conducted as shall have been 

properly brought before the meeting. Prior to the Initial Public Offering, nominations for the 

election of directors may be made only by the board of directors, which nominations shall be 

consistent with the Stockholders Agreement dated October 15, 2009 among the Corporation, the 

United States Department of the Treasury, 7176384 Canada Inc., and UAW Retiree Medical 

Benefits Trust and, for the limited purposes set forth therein, General Motors LLC (the 

“Stockholders Agreement”). Following the Initial Public Offering, nominations for the election 

of directors may be made by the board of directors in accordance with the Stockholders 

Agreement or by any stockholder entitled to vote for the election of directors who complies with 

the notice requirements set forth in this section. Other matters to be properly brought before the 
6

meeting (whether prior to or following the Initial Public Offering) must be: (a) specified in the

notice of meeting (or any supplement thereto) given by or at the direction of the board, including, 

as applicable, matters covered by Rule 14a-8 under the Exchange Act; (b) otherwise properly 

brought before the meeting by or at the direction of the board; or (c) otherwise properly brought 

before the meeting by a stockholder pursuant to the notice requirements of this section. 

Prior to the Initial Public Offering, a stockholder need not give notice of his intent to bring any 

matter before a meeting of stockholders. Following the Initial Public Offering, a stockholder 

who intends to make a nomination for the election of directors or to bring any other matter 

before a meeting of stockholders must give notice of his intent in writing or by electronic 

transmission. Such notice must be received by the secretary, in the case of an annual meeting not 

more than 180 days and not less than 120 days before the date of the meeting, or in the case of a 

special meeting, not more than 15 days after the day on which notice of the special meeting is 

first mailed to stockholders. Notwithstanding the preceding sentence, requests for inclusion of 

proposals in the Corporation’s proxy statement made pursuant to Rule 14a-8 under the Exchange 

Act, if applicable, shall be deemed to have been delivered in a timely manner if delivered in 

accordance with such Rule.

As to matters sought to be included in any proxy statement of the Corporation, stockholders shall 

comply with Rule 14a-8 under the Exchange Act, if applicable, rather than this section 1.11.

As to matters not sought to be included in any proxy statement of the Corporation, a 

stockholder’s notice (if required) shall state: 

(a) the name and address of the stockholder of the Corporation 

who intends to make a nomination or bring up any other matter and the 

name and address of any Stockholder Associated Person covered by 

clauses (c), (d), or (e) below;

(b) a representation that the stockholder is a holder of the 

Corporation’s voting stock and intends to appear in person or by proxy at 

the meeting to make the nomination or bring up the matter specified in the 

notice;

(c) as to the stockholder and any Stockholder Associated 

Person of the stockholder,

(i) the class, series, number and principal amount, as applicable, of all 

securities of the Corporation which are owned of record by such stockholder or by any 

such Stockholder Associated Person as of the date of the notice,

(ii) the class, series, number and principal amount, as applicable, of, and the 

nominee holder for, all securities of the Corporation owned beneficially but not of record 

by such stockholder or by any such Stockholder Associated Person as of the date of the 

notice, and

(iii) a description of all Derivative Interests that have been entered into as of 

the date of the notice by, or on behalf of, such stockholder or by any such Stockholder 
7

Associated Person, such description to include (1) the class, series, and actual or notional 

number, principal amount or dollar amount of all securities of the Corporation underlying 

or subject to such Derivative Interests, (2) the material economic terms of such 

Derivative Interests, and (3) the contractual counterparty for such Derivative Interests;

(d) if the stockholder intends to make a nomination for the 

election of directors,

(i) the name, age, business address and residence address of each nominee 

proposed by such stockholder (a “Proposed Nominee”) and the name and address of any 

Proposed Nominee Associated Person covered by any of subclauses (ii) through (v) of 

this paragraph,

(ii) the class, series, number and principal amount, as applicable, of all 

securities of the Corporation that are beneficially owned or owned of record by such 

Proposed Nominee and by any such Proposed Nominee Associated Person,

(iii) a description of all Derivative Interests that have been entered into, as of 

the date of the notice, by or on behalf of such Proposed Nominee or any such Proposed 

Nominee Associated Person, such description to include (1) the class, series, and actual or 

notional number, principal amount or dollar amount of all securities of the Corporation 

underlying or subject to such Derivative Interests, (2) the material economic terms of 

such Derivative Interests, and (3) the contractual counterparty for such Derivative 

Interests,

(iv) a description of all arrangements or understandings between the 

stockholder or any Stockholder Associated Person, on the one hand, and any Proposed 

Nominee or any other person or persons (naming such person or persons), on the other 

hand, pursuant to which the nomination or nominations are to be made by the 

stockholder, and

(v) all other information relating to any Proposed Nominee, any Proposed 

Nominee Associated Person, the stockholder or any Stockholder Associated Person that 

would be required to be disclosed in filings with the SEC in connection with the 

solicitation of proxies by the stockholder pursuant to Section 14 of the Exchange Act and 

the rules and regulations promulgated thereunder (or any successor provision of the 

Exchange Act or the rules or regulations promulgated thereunder), whether or not Section 

14 of the Exchange Act is then applicable to the Corporation;

(e) if the stockholder intends to make a proposal other than a 

nomination,

(i) a description of the matter,

(ii) the reasons for proposing such matter at the meeting,
8

(iii) a description of any material interest of the stockholder or any Stockholder 

Associated Person, individually or in the aggregate, in the matter, including any 

anticipated benefit to the stockholder or any Stockholder Associated Person therefrom,

(iv) a description of all arrangements or understandings between the 

stockholder or any Stockholder Associated Person, on the one hand, and any other person 

or persons (naming such person or persons), on the other hand, regarding the proposal, 

and

(v) all other information relating to the proposal, the stockholder or any 

Stockholder Associated Person that would be required to be disclosed in filings with the 

SEC in connection with the solicitation of proxies by the stockholder pursuant to Section 

14 of the Exchange Act and the rules and regulations promulgated thereunder (or any 

successor provision of the Exchange Act or the rules or regulations promulgated 

thereunder), whether or not Section 14 of the Exchange Act is then applicable to the 

Corporation; and

(f) to the extent known by the stockholder, the name and 

address of any other securityholder of the Corporation who owns, 

beneficially or of record, any securities of the Corporation and who 

supports any nominee proposed by such stockholder or any other matter 

such stockholder intends to propose.

Notice of intent to make a nomination shall be accompanied by the written consent of each 

Proposed Nominee to serve as director of the Corporation if elected.

If, after the submission of a stockholder’s notice, any material change occurs in the information 

set forth in the stockholder’s notice to the Corporation required by this section 1.11, including, 

but not limited to, any material increase or decrease in the percentage of the class or series of 

securities of the Corporation held or beneficially owned (including actual or notional number, 

principal amount or dollar amount of any securities underlying or subject to Derivative Interests), 

the stockholder shall promptly provide further written notice to the Corporation of that change 

and a statement updating all changed information as of the date of the further written notice. An 

acquisition or disposition of beneficial ownership of any number or principal amount of any 

securities of the Corporation (including an increase or decrease in actual or notional number, 

principal amount or dollar amount of any securities underlying or subject to Derivative Interests) 

in an aggregate amount equal to one percent or more of the class or series of securities 

outstanding shall be deemed “material” for purposes of this section 1.11; acquisitions or 

dispositions or increases or decreases of less than those amounts may be material, depending 

upon the facts and circumstances. 

At the meeting of stockholders, the presiding officer may declare out of order and disregard any 

nomination or other matter not presented in accordance with this section.

Notwithstanding the foregoing provisions of this section 1.11, unless otherwise required by law, 

if the stockholder (or a qualified representative of the stockholder) does not appear at the annual 

or special meeting of stockholders of the Corporation to make its nomination or propose any 
9

other matter, such nomination shall be disregarded and such other proposed matter shall not be 

transacted, even if proxies in respect of such vote have been received by the Corporation. For 

purposes of this section 1.11, to be considered a “qualified representative” of the stockholder, a 

person must be a duly authorized officer, manager or partner of such stockholder or must be 

authorized by a writing executed by such stockholder or an electronic transmission delivered by 

such stockholder to act for such stockholder as proxy at the meeting of stockholders and such 

person must produce such writing or electronic transmission, or a reliable reproduction of the 

writing or electronic transmission, at the commencement of the meeting of stockholders.

For purposes of this section 1.11:

(1) “Stockholder Associated Person” of any 

stockholder shall mean (i) any person acting in concert with such 

stockholder, (ii) any beneficial owner of securities of the 

Corporation owned of record or beneficially by such stockholder 

and (iii) any person directly or indirectly controlling, controlled by 

or under common control with such stockholder or a Stockholder 

Associated Person;

(2) “Proposed Nominee Associated Person” of 

any Proposed Nominee shall mean (i) any person acting in concert 

with such Proposed Nominee, (ii) any beneficial owner of 

securities of the Corporation owned of record or beneficially by 

such Proposed Nominee and (iii) any person directly or indirectly 

controlling, controlled by or under common control with such 

Proposed Nominee or a Proposed Nominee Associated Person; and

(3) “Derivative Interest” shall mean (i) any 

option, warrant, convertible security, appreciation right or similar 

right with an exercise, conversion or exchange privilege, or a 

settlement payment or mechanism, related to any security of the 

Corporation, or any similar instrument with a value derived in 

whole or in part from the value of any security of the Corporation, 

in any such case whether or not it is subject to settlement in any 

security of the Corporation or otherwise and (ii) any arrangement, 

agreement or understanding (including any short position or any 

borrowing or lending of any securities) which includes an 

opportunity for the stockholder, Stockholder Associated Person, 

Proposed Nominee, or Proposed Nominee Associated Person (as 

applicable), directly or indirectly, to profit or share in any profit 

derived from any increase or decrease in the value of any security 

of the Corporation, to mitigate any loss or manage any risk 

associated with any increase or decrease in the value of any 

security of the Corporation or to increase or decrease the number 

of securities of the Corporation which such person is or will be 

entitled to vote or direct the vote, in any case whether or not it is 

subject to settlement in any security of the Corporation or 
10

otherwise; provided, however, that Derivative Interests shall not 

include: (a) rights of a pledgee under a bona fide pledge of any 

security of the Corporation; (b) rights applicable to all holders of a 

class or series of securities of the Corporation to receive securities 

of the Corporation pro rata, or obligations to dispose of securities 

of the Corporation, as a result of a merger, exchange offer or 

consolidation involving the Corporation; (c) rights or obligations to 

surrender any number or principal amount of securities of the 

Corporation, or have any number or principal amount of securities 

of the Corporation withheld, upon the receipt or exercise of a 

derivative security or the receipt or vesting of any securities, in 

order to satisfy the exercise price or the tax withholding 

consequences of receipt, exercise, or vesting; (d) interests in broadbased index options, broad-based index futures, and broad-based 

publicly traded market baskets of stocks approved for trading by 

the appropriate federal governmental authority; (e) interests or 

rights to participate in employee benefit plans of the Corporation 

held by current or former directors, employees, consultants or 

agents of the Corporation; or (f) options granted to an underwriter 

in a registered public offering for the purpose of satisfying overallotments in such offering.

1.12 Stockholder Action by Written Consent. 

(a) Request for Record Date. The record date for determining 

stockholders entitled to express consent to corporate action in writing 

without a meeting shall be as fixed by the board of directors or as 

otherwise established under this section. Any person seeking to have the 

stockholders authorize or take corporate action by written consent without 

a meeting shall, by written notice addressed to the secretary of the 

Corporation and delivered to the Corporation and signed by a stockholder 

of record, request that a record date be fixed for such purpose. The written 

notice must contain the information set forth in paragraph (b) of this 

section. Following receipt of the notice, the board shall have ten days to 

determine the validity of the request, and if appropriate, adopt a resolution 

fixing the record date for such purpose. The record date for such purpose 

shall be no more than ten days after the date upon which the resolution 

fixing the record date is adopted by the board and shall not precede the 

date such resolution is adopted. If the board fails within ten days after the 

Corporation receives such notice to fix a record date for such purpose, the 

record date shall be the day on which the first written consent is delivered 

to the Corporation in the manner described in paragraph (d) of this section; 

except that, if prior action by the board is required under the provisions of 

Delaware law, the record date shall be at the close of business on the day 

on which the board adopts the resolution taking such prior action. 
11

(b) Notice Requirements. Any stockholder’s notice required 

by paragraph (a) of this section must describe the action that the 

stockholder proposes to take by consent. Following the Initial Public 

Offering, for each such proposal, every notice by a stockholder must state 

(i) the information required by section 1.11 as though such stockholder 

was intending to make a nomination or to bring any such other matter 

before a meeting of stockholders, and as though such stockholder was not 

seeking to include any such nomination or other matter in the proxy 

statement of the Corporation and (ii) the text of the proposal (including the 

text of any resolutions to be effected by consent and the language of any 

proposed amendment to the bylaws of the Corporation).

In addition to the foregoing, the notice must state as to the stockholder giving the notice 

and the beneficial owner, if any, on whose behalf the notice is given a representation whether the 

stockholder or the beneficial owner, if any, intends or is part of a group which intends to (i) 

deliver a proxy statement and/or consent solicitation statement to stockholders of at least the 

percentage of the Corporation’s outstanding capital stock required to effect the action by consent 

either to solicit consents or to solicit proxies to execute consents, and/or (ii) otherwise solicit 

proxies or consents from stockholders in support of the action to be taken by consent. The 

Corporation may require the stockholder of record and/or beneficial owner requesting a record 

date for proposed stockholder action by consent to furnish such other information as it may 

reasonably require to determine the validity of the request for a record date.

(c) Date of Consent. Every written consent purporting to take 

or authorize the taking of corporate action (each such written consent is 

referred to in this paragraph and in paragraph (d) as a “Consent”) must 

bear the date of signature of each stockholder who signs the Consent, and 

no Consent shall be effective to take the corporate action referred to 

therein unless, within 60 days of the earliest dated Consent delivered in 

the manner required by this section, Consents signed by a sufficient 

number of stockholders to take such action are so delivered to the 

Corporation.

(d) Delivery of Consent. Consent must be delivered to the 

Corporation by delivery to its registered office in the State of Delaware or 

its principal place of business. Delivery must be made by hand or by 

certified or registered mail, return receipt requested.

In the event of the delivery to the Corporation of Consents, the secretary of the Corporation, or 

such other officer of the Corporation as the board of directors may designate, shall provide for 

the safe-keeping of such Consents and any related revocations and shall promptly conduct such 

ministerial review of the sufficiency of all Consents and any related revocations and of the 

validity of the action to be taken by stockholder consent as the secretary of the Corporation, or 

such other officer of the Corporation as the board may designate, as the case may be, deems 

necessary or appropriate, including, without limitation, whether the stockholders of a number of 

shares having the requisite voting power to authorize or take the action specified in Consents 

have given consent; provided, however, that if the corporate action to which the Consents relate 
12

is the removal or replacement of one or more members of the board, the secretary of the 

Corporation, or such other officer of the Corporation as the board may designate, as the case may 

be, shall promptly designate two persons, who shall not be members of the board, to serve as 

inspectors (“Inspectors”) with respect to such Consent and such Inspectors shall discharge the 

functions of the secretary of the Corporation, or such other officer of the Corporation as the 

board may designate, as the case may be, under this section. If after such investigation the 

secretary of the Corporation, such other officer of the Corporation as the board may designate or 

the Inspectors, as the case may be, shall determine that the action purported to have been taken is 

duly authorized by the Consents, that fact shall be certified on the records of the Corporation 

kept for the purpose of recording the proceedings of meetings of stockholders and the Consents 

shall be filed in such records. 

In conducting the investigation required by this section, the secretary of the Corporation, such 

other officer of the Corporation as the board may designate or the Inspectors, as the case may be, 

may, at the expense of the Corporation, retain special legal counsel and any other necessary or 

appropriate professional advisors as such person or persons may deem necessary or appropriate 

and shall be fully protected in relying in good faith upon the opinion of such counsel or advisors. 

(e) Effectiveness of Consent. No action by written consent 

without a meeting shall be effective until such date as the secretary of the 

Corporation, such other officer of the Corporation as the board may 

designate, or the Inspectors, as applicable, certify to the Corporation that 

the consents delivered to the Corporation in accordance with paragraph (d) 

of this section, represent at least the minimum number of votes that would 

be necessary to take the corporate action in accordance with Delaware law 

and the certificate of incorporation, which, following an Initial Public 

Offering, will be all the outstanding shares entitled to vote thereon.

(f) Challenge to Validity of Consent. Nothing contained in this 

section 1.12 shall in any way be construed to suggest or imply that the 

board of directors of the Corporation or any stockholder shall not be 

entitled to contest the validity of any Consent or related revocations, 

whether before or after such certification by the secretary of the 

Corporation, such other officer of the Corporation as the board may 

designate or the Inspectors, as the case may be, or to take any other action 

(including, without limitation, the commencement, prosecution, or defense 

of any litigation with respect thereto, and the seeking of injunctive relief in 

such litigation).

ARTICLE II

BOARD OF DIRECTORS

2.1 Responsibility and Number. 

The business and affairs of the Corporation shall be managed by, or under the direction of, a 

board of directors. Subject to the provisions of the certificate of incorporation and any 

certificates of designation for preferred stock, the board of directors shall consist of such number 
13

of directors as may be determined from time to time by resolution adopted by a vote of a 

majority of the entire board of directors. No board vacancy shall exist as long as the number of 

directors in office is equal to the number of directors designated by the board in a resolution in 

accordance with the certificate of incorporation and this bylaw.

2.2 Election; Resignation; Vacancies.

(a) Term. At each annual meeting of stockholders, each 

nominee elected by the stockholders to serve as a director shall hold office 

for a term commencing on the date of the annual meeting, or such later 

date as shall be determined by the board of directors, and ending on the 

next annual meeting of stockholders. Each elected director shall hold 

office until his successor is elected and qualified or until such director’s 

earlier death, resignation or removal.

(b) Majority Voting. Except as provided in paragraph (d) 

below, each nominee shall be elected a director by the vote of the majority 

of the votes cast by holders of shares entitled to vote with respect to that 

director’s election at any meeting for the election of directors at which a 

quorum is present. For purposes of this section 2.2, a majority of votes 

cast means that the number of votes “for” a director must exceed 50 

percent of the votes cast with respect to that director. Votes “against” will 

count as a vote cast with respect to that director, but “abstentions” will not 

count as a vote cast with respect to that director.

(c) Election of Directors. Nominations of candidates for 

election as directors at any stockholder meeting at which directors will be 

elected may be made (i) by the board, or (ii) by any stockholder entitled to 

vote at such meeting only in accordance with the procedures established 

by section 1.11.

(d) Contested Elections. If with respect to any stockholder 

meeting at which directors will be elected, the secretary receives proper 

notice under section 1.11 that a stockholder intends to make a nomination 

at such meeting such that the number of nominees would exceed the 

number of directors to be elected and such notice has not been withdrawn 

on or prior to the fourteenth day before the date that the Corporation 

begins mailing its notice of such meeting to the stockholders, the 

nominees who receive a plurality of the votes cast by holders of shares 

entitled to vote in the election at a meeting at which a quorum is present 

shall be elected. This provision shall not apply, however, if the stockholder 

providing notice of an intended nomination under section 1.11 nominated 

one or more candidates for election at a stockholder meeting within the 

last 18 months, and no candidate nominated pursuant to such notice 

received 0.01 percent or more of the votes cast at such meeting. 
14

(e) Resignation and Replacement of Unsuccessful Incumbents. 

Following an Initial Public Offering: 

(i) In order for any incumbent director to become a nominee of the board for 

further service on the board, such person must submit an irrevocable resignation, 

contingent (i) on that person not receiving more than 50% of the votes cast, and (ii) 

acceptance of that resignation by the board in accordance with policies and procedures 

adopted by the board for such purposes.

(ii) A resignation that becomes effective if and when the director fails to 

receive a specified vote for re-election as a director shall provide that it is irrevocable.

(iii) The board of directors, acting on the recommendation of the directors and 

corporate governance committee, shall within 90 days of receiving the certified vote 

pertaining to such election, determine whether to accept the resignation of the 

unsuccessful incumbent. Absent a determination by the board of directors that a 

compelling reason exists for concluding that it is in the best interests of the Corporation 

for an unsuccessful incumbent to remain as a director, no such person shall be elected by 

the board to serve as a director, and the board shall accept that person’s resignation. 

(iv) If the board determines to accept the resignation of an unsuccessful 

incumbent, the directors and corporate governance committee shall promptly recommend 

a candidate to the board of directors to fill the office formerly held by the unsuccessful 

incumbent. 

(v) The board of directors shall promptly consider and act upon the directors 

and corporate governance committee’s recommendation. The committee, in making this 

recommendation and the board, in acting on such recommendation, may consider any 

factors or other information that they determine appropriate and relevant. 

(vi) The directors and corporate governance committee and the board of 

directors shall take the actions required under this paragraph (e) without the participation 

of any unsuccessful incumbent except that:

a. If every member of the directors and corporate governance 

committee is an unsuccessful incumbent, the Independent Directors (as defined in section 2.10) 

who are not unsuccessful incumbents shall name a committee comprised of some or all of the 

Independent Directors to make recommendations under this subsection to the board; and

b. If the number of Independent Directors who are not unsuccessful 

incumbents is three or fewer, all directors may participate in the decisions under this paragraph 

(e).

(f) Acceptance of a Director’s Resignation. If the board of 

directors accepts the resignation of a director who is an unsuccessful 

incumbent pursuant to this bylaw, or if a nominee for director who is not 

an incumbent director does not receive more than 50 percent of the votes 

cast, then subject to the certificate of incorporation and any certificate of 
15

designations for preferred stock, the board of directors at its discretion 

may decrease the size of the board of directors pursuant to the provisions 

of section 2.1.

(g) Resignation. Any director may resign at any time upon 

notice given in writing or by electronic transmission to the chairman of the 

board or to the secretary. A resignation is effective when the resignation is 

delivered unless the resignation specifies (i) a later effective date or (ii) an 

effective date determined upon the happening of an event or events.

(h) Removal. Prior to the Initial Public Offering, any director 

may be removed from office, with or without cause, by the affirmative 

vote of the holders of at least a majority of the voting power of the 

outstanding shares of all classes of stock entitled to vote at the election of 

directors, except as otherwise provided by the General Corporation Law of 

Delaware. Following the Initial Public Offering, any director may be 

removed from office, only with cause, by the affirmative vote of the 

holders of at least a majority of the voting power of the outstanding shares 

of all classes of stock entitled to vote at the election of directors. Prior to 

an Initial Public Offering, if any Required Director (as defined in section 

2.5) is removed from office pursuant to this section 2.2(h), the stockholder 

who had the right to nominate such director shall have the right to 

nominate a director to replace such removed director, subject to, and in 

accordance with, the terms set forth in the Stockholders Agreement.

(i) Filling a Vacancy. Subject to section 2.2(e) and the last 

sentence of section 2.2(h), any vacancy occurring in the board for any 

reason may be filled by a majority of the members of the board then in 

office, even if such majority is less than a quorum. Each director so 

elected shall hold office for a term expiring at the time of the expiration of 

the term of the other directors. Each such director shall hold office until 

his successor is elected and qualified or until such director’s earlier death, 

resignation or removal. 

2.3 Regular Meetings. 

Unless otherwise determined by resolution of the board of directors, a meeting of the board for 

the election of officers and the transaction of such other business as may come before it shall be 

held as soon as practicable following the annual meeting of stockholders, and other regular 

meetings of the board shall be held either on the first Tuesday of each month designated by the 

chairman of the board, or if that is a legal holiday, then on the next Tuesday that is not a legal 

holiday, or such other days as may from time to time be designated by the chairman of the board.

2.4 Special Meetings. 

Special meetings of the board of directors may be called by the chairman of the board, or the 

chairman of the board may by written designation appoint the chief executive officer, the 
16

president, the vice chairman, or a vice president of the Corporation to call such meeting. Special 

meetings may also be called by the lead director, or if there is no lead director, the chairman of 

the directors and corporate governance committee or by written request of one-third of the 

directors then in office. The place, date, and time of a special meeting shall be fixed by the 

person or persons calling the special meeting. Notice of a special meeting of the board of 

directors shall be sent by the secretary of the Corporation to each director who does not waive 

written notice (either in writing or by attendance at such meeting) either by first class United 

States mail at least four days before such meeting, or by overnight mail, courier service, 

electronic transmission, or hand delivery at least 24 hours before the special meeting. Unless 

such notice indicates otherwise, any business may be transacted at a special meeting.

2.5 Quorum; Vote Required for Action. 

(a) Following an Initial Public Offering, at all meetings of the 

board of directors, one-third of the total number of directors then in office, 

shall be necessary to constitute a quorum for the transaction of business. 

Except in cases in which applicable law, the certificate of incorporation, or 

these bylaws provide otherwise, the vote of a majority of the directors 

present at a meeting at which a quorum is present shall be the act of the 

board.

(b) Prior to an Initial Public Offering, at all meetings of the 

board of directors, one-third of the total number of directors then in office, 

including the Required Directors, shall be necessary to constitute a 

quorum for the transaction of business. If such quorum is not present 

within 60 minutes after the time appointed for such meeting, such meeting 

shall be adjourned and the chairman of the board shall reschedule the 

meeting to be held not fewer than two nor more than 10 Business Days 

thereafter. If such meeting is rescheduled and one-third of the total 

number of directors then in office, including the Required Directors, are 

not present at the rescheduled meeting, then those directors who are 

present or represented by proxy at the rescheduled meeting shall constitute 

a valid quorum for all purposes hereunder; provided that written notice by 

overnight mail, courier service, electronic transmission, or hand delivery 

of any rescheduled meeting shall have been delivered to all directors at 

least one Business Day prior to the date of such rescheduled meeting; and 

provided further, that the directors present determine, in good faith, that 

any absent Required Director’s absence was motivated by an intention to 

delay or impede the meeting. Except in cases in which applicable law, the 

certificate of incorporation, or these bylaws provide otherwise, the vote of 

a majority of the directors present at a meeting at which a quorum is 

present shall be the act of the board.

The term “Required Director” shall mean, with respect to any stockholder who has a then-current 

right to designate for nomination, and has designated for nomination, one or more directors 

pursuant to the Stockholders Agreement, one director so designated for nomination by such 

stockholder.
17

2.6 Election of Chairman; Conduct of Board Meeting. 

The board of directors shall annually elect one of its members to be chairman of the board and 

shall fill any vacancy in the position of chairman of the board with a director at such time and in 

such manner as the board shall determine. A director may be removed from the position of 

chairman of the board at any time by the affirmative vote of a majority of the board. The 

chairman of the board may but need not be an officer or employed in an executive or any other 

capacity by the Corporation. If the chairman of the board is not an Independent Director, the 

board of directors shall designate one of its Independent Directors to be lead director, with such 

responsibilities as the board may determine.

The chairman of the board shall preside at meetings of the board and lead the board in fulfilling 

its responsibilities as defined in section 2.1.

In the absence of the chairman of the board, the lead director or, if there is no lead director, the 

chairman of the directors and corporate governance committee or, in his absence, a member of 

the board selected by the members present, shall preside at meetings of the board. The secretary 

of the Corporation shall act as secretary of the meetings of the board but, in his absence, the 

presiding director may appoint a secretary for the meeting.

2.7 Ratification. 

Any transaction questioned in any stockholders’ derivative suit on the grounds of lack of

authority, defective or irregular execution, adverse interest of director, officer or stockholder, 

non-disclosure, miscomputation, or the application of improper principles or practices of 

accounting may be ratified before or after judgment, by the board of directors or by the 

stockholders in case less than a quorum of directors are qualified; and, if so ratified, shall have 

the same force and effect as if the questioned transaction had been originally duly authorized, 

and said ratification shall be binding upon the Corporation and its stockholders and shall 

constitute a bar to any claim or execution of any judgment in respect of such questioned 

transaction.

2.8 Written Action by Directors. 

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action 

required or permitted to be taken at any meeting of the board of directors, or of any committee 

thereof, may be taken without a meeting if all members of the board or such committee, as the 

case may be, consent thereto in writing or by electronic transmission, and written evidence of 

such consent is filed with the minutes of proceedings of the board or committee.

2.9 Telephonic Meetings Permitted. 

Members of the board of directors, or any committee of the board, may participate in a meeting 

of such board or committee by means of conference telephone or other communications 

equipment by means of which all persons participating in the meeting can hear each other, and 

participation in a meeting pursuant to this bylaw shall constitute presence in person at such 

meeting.
18

2.10 Independent Directors.

Two-thirds of the individuals nominated by the board of directors as candidates for election to 

the board by the stockholders at the next annual meeting of stockholders shall qualify to be 

Independent Directors (as defined in this section).

If the board elects directors between annual meetings of stockholders, two-thirds of all directors 

holding office immediately after such election shall be Independent Directors.

For purposes of this section 2.10, the term “Independent Director” shall mean a director who 

qualifies as independent within the meaning of Rule 303A.02 of the New York Stock 

Exchange’s Listed Company Manual (or any successor provision), whether or not any of the 

shares of Common Stock are then listed on the New York Stock Exchange.

2.11 Access to Books and Records 

The records, books, and accounts of the Corporation maintained by or under the supervision of 

the chief financial officer, the secretary, or any other officer shall be open, during the usual hours 

for business of the Corporation, to the examination of any director for any purpose reasonably 

related to his role as a director.

ARTICLE III

COMMITTEES

3.1 Committees of the Board of Directors. 

The board of directors may, by resolution passed by a majority of the total number of directors 

then in office (and not by a committee thereof), designate one or more committees, consisting of 

one or more of the directors of the Corporation, to be committees of the board. To the extent 

provided in any resolution of the board, these bylaws, or any charter adopted by such committee 

and approved by the board, and to the extent permissible under Delaware law and the certificate 

of incorporation, any such committee shall have and may exercise all the powers and authority of 

the board in the management of the business and affairs of the Corporation. 

The standing committees of the board shall include the audit committee, the directors and 

corporate governance committee, the executive compensation committee, the investment funds 

committee, and the public policy committee. The board (but not a committee thereof) may 

designate additional committees of the board and may prescribe for each committee such powers 

and authority as may properly be granted to such committees in the management of the business 

and affairs of the Corporation. The board of directors may establish by resolution, adopted by a 

majority of the whole board, an administrative committee with the authority and responsibility to 

act on behalf of the board with regard to matters submitted to the board that, pursuant to any 

statement of delegation of authority adopted by the board from time to time, do not constitute 

issues within the sole jurisdiction of the board or any committee thereof and are not otherwise 

significant.
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3.2 Election; Vacancies. 

The members and the chairman of each committee described in sections 3.4 through 3.8 shall be 

elected annually by the board at its first meeting after each annual meeting of stockholders or at 

any other time the board shall determine. The members of other committees of the board may be 

designated at such time as the board may determine. Vacancies in any committee may be filled 

at such time and in such manner as the board shall determine.

3.3 Procedure; Quorum.

Except to the extent otherwise provided in these bylaws or any resolution of the board of 

directors, each committee of the board may fix its own rules and procedures.

At all meetings of any committee of the board, one-third of the members thereof shall constitute 

a quorum for the transaction of business. The vote of a majority of the members present at a 

meeting of a committee of the board at which a quorum is present shall be the act of the 

committee unless the certificate of incorporation, these bylaws, or a resolution of the board 

requires the vote of a greater number.

3.4 Investment Funds Committee.

The investment funds committee shall be responsible for assisting the board of directors with its 

general oversight responsibility for the investment funds of the Corporation and its subsidiaries. 

The committee shall serve, where it is designated by the governing documents, as a named 

fiduciary of the defined benefit employee benefit plans of the Corporation and any subsidiary of 

the Corporation that are covered by the Employee Retirement Income Security Act of 1974 

(ERISA) where and to the extent that it is designated by the plan’s governing documents. In 

addition, the committee shall report annually to the board regarding the performance of the 

named fiduciaries and administrators of such plans of their responsibilities under ERISA, and the 

investment activity of the defined benefit plans among such plans. The board and management 

of the Corporation and its subsidiaries shall retain all authority to determine the amount and 

timing of any future funding of such plans. 

3.5 Audit Committee. 

The audit committee shall have and may exercise the powers, authority, and responsibilities that 

are normally appropriate for the functions of an audit committee. The committee shall also 

annually select the independent accountants for the following calendar year, and that selection 

shall be submitted to the board of directors for their concurrence and to the stockholders for their 

ratification or rejection at the annual meeting of stockholders. 

3.6 Executive Compensation Committee. 

The executive compensation committee shall be responsible for matters related to executive 

compensation and all other equity-based incentive compensation plans of the Corporation. The 

committee shall determine the compensation of: (a) employees of the Corporation who are 

directors of the Corporation; and (b) upon the recommendation of the chief executive officer, all 

senior officers of the Corporation and any other employee of the Corporation who occupies such 
20

other position as may be designated by the committee from time to time. The committee shall 

review the compensation of any director, officer or other employee of any direct or indirect 

subsidiary of the Corporation as may be designated by the committee from time to time to 

determine if it has any objection to such compensation. The committee shall have and may 

exercise the powers and authority granted to it by any incentive compensation plan for 

employees of the Corporation.

In the case of any employee benefit or incentive compensation plan that affects employees of the 

Corporation or its subsidiaries if the compensation of such employees is determined or subject to 

review by the committee, such plan shall be submitted to the committee for its review before 

adoption by the Corporation or its subsidiary. Any such plan or amendment or modification 

shall be made effective with respect to employees of the Corporation only if and to the extent 

approved by the committee.

3.7 Public Policy Committee.

The public policy committee shall, upon its own initiative or otherwise, inquire into all phases of 

the Corporation’s business activities that relate to matters of public policy. The committee may 

make recommendations to the board of directors to assist it in formulating and adopting basic 

policies calculated to promote the best interests of the Corporation and the community. 

3.8 Directors and Corporate Governance Committee.

The directors and corporate governance committee shall be responsible for matters related to 

service on the board of directors of the Corporation, and associated issues of corporate 

governance. The committee from time to time shall conduct studies of the size and composition 

of the board. Prior to each annual meeting of stockholders, the committee shall recommend to 

the board (in accordance with the terms of the Stockholders Agreement) the individuals to 

constitute the nominees of the board, so that the board may solicit proxies for their election. The 

committee shall review the qualifications of individuals for consideration as director candidates 

and shall recommend to the board, for its consideration, the names of individuals for election by 

the board. In addition, the committee shall from time to time conduct studies and make 

recommendations to the board regarding compensation of directors. 

ARTICLE IV

OFFICERS

4.1 Election of Officers. 

The board of directors shall elect such officers of the Corporation with the titles and duties that it 

designates, provided that the Corporation shall have at least two officers at any time. There may 

be a chief executive officer, a president, one or more vice chairmen of the Corporation, one or 

more vice presidents (which may include one or more executive vice presidents and/or group 

vice presidents), a chief financial officer, a secretary, a treasurer, a controller, a general counsel, 

a general auditor and a chief tax officer. The officers, other than the chief executive officer and 

the president, shall each have the powers, authority and responsibilities of those officers 

provided by the bylaws or as the board or the chief executive officer may determine. One person 
21

may hold any number of offices. Each officer shall hold his office until his successor is elected 

and qualified or until his earlier resignation or removal.

4.2 Chief Executive Officer. 

The chief executive officer shall have the general executive responsibility for the conduct of the 

business and affairs of the Corporation. He shall exercise such other powers, authority and 

responsibilities as the board of directors may determine.

In the absence of or during the physical disability of the chief executive officer, the board may 

designate an officer who shall have and exercise the powers, authority, and responsibilities of the 

chief executive officer.

4.3 President. 

The president shall, subject to the direction and control of the board of directors and the chief 

executive officer, participate in the supervision of the business and affairs of the Corporation. 

He shall perform all duties incident to the office of president and shall have and exercise such 

powers, authority and responsibilities as the board of directors may determine.

4.4 Vice Chairman of the Corporation.

The vice chairman shall, subject to the direction and control of the board of directors and the 

chief executive officer, participate in the supervision of the business and affairs of the 

Corporation. He shall have and exercise such powers, authority, and responsibilities as the board 

of directors may determine. 

4.5 Chief Financial Officer. 

The chief financial officer shall be the principal financial officer of the Corporation. He shall 

render such accounts and reports as may be required by the board of directors or any committee 

of the board. The financial records, books and accounts of the Corporation shall be maintained

subject to his direct or indirect supervision.

4.6 Treasurer. 

The treasurer shall have direct or indirect custody of all funds and securities of the Corporation 

and shall perform all duties incident to the position of treasurer. 

4.7 Secretary. 

The secretary shall keep the minutes of all meetings of stockholders and directors and shall give 

all required notices and have charge of such books and papers as the board of directors may 

require. He shall perform all duties incident to the office of secretary and shall submit such 

reports to the board or to any committee as the board or such committee may request. Any 

action or duty required to be performed by the secretary may be performed by an assistant 

secretary.
22

4.8 Controller. 

The controller shall exercise general supervision of the accounting staff of the Corporation. He 

shall perform all duties incident to the position of controller and shall submit reports from time to 

time relating to the general financial condition of the Corporation.

4.9 General Counsel. 

The general counsel shall be the chief legal officer of the Corporation and shall have general 

control of all matters of legal import concerning the Corporation. He shall perform all duties 

incident to the position of general counsel.

4.10 General Auditor. 

The general auditor shall have such duties as are incident to the position of general auditor in the 

performance of an internal audit activity of the Corporation and shall have direct access to the 

audit committee.

4.11 Chief Tax Officer. 

The chief tax officer shall have responsibility for all tax matters involving the Corporation, with 

authority to sign, and to delegate to others authority to sign, all returns, reports, agreements and 

documents involving the administration of the Corporation’s tax affairs.

4.12 Subordinate Officers. 

The board of directors may from time to time appoint one or more assistant officers to the 

officers of the Corporation and such other subordinate officers as the board of directors may 

deem advisable. Such subordinate officers shall have such powers, authority and responsibilities 

as the board or the chief executive officer may from time to time determine. The board may 

grant to any committee of the board or the chief executive officer the power and authority to 

appoint subordinate officers and to prescribe their respective terms of office, powers, authority, 

and responsibilities. Each subordinate officer shall hold his position at the pleasure of the board, 

the committee of the board appointing him, the chief executive officer and any other officer to 

whom such subordinate officer reports.

4.13 Resignation; Removal; Suspension; Vacancies.

Any officer may resign at any time by giving written notice to the chief executive officer or the 

secretary. Unless stated in the notice of resignation, the acceptance thereof shall not be 

necessary to make it effective. It shall take effect at the time specified therein or, in the absence 

of such specification, it shall take effect upon the receipt thereof.

Any officer elected by the board of directors may be suspended or removed at any time by the 

affirmative vote of a majority of the board. Any subordinate officer of the Corporation 

appointed by the board, a committee of the board, or the chief executive officer may be 

suspended or removed at any time by the board, the committee that appointed such subordinate 

officer, the chief executive officer or any other officer to whom such subordinate officer reports.
23

Subject to any contractual limitations, the chief executive officer may suspend the powers, 

authority, responsibilities and compensation of any employee, including any elected officer or 

appointed subordinate officer, for a period of time sufficient to permit the board or the 

appropriate committee of the board a reasonable opportunity to consider and act upon a 

resolution relating to the reinstatement, further suspension or removal of such person.

As appropriate, the board, a committee of the board and/or the chief executive officer may fill 

any vacancy created by the resignation, death, retirement, or removal of an officer in the same 

manner as provided for the election or appointment of such person.

ARTICLE V

INDEMNIFICATION

5.1 Right to Indemnification of Directors and Officers. 

Subject to the other provisions of this article, the Corporation shall indemnify and advance 

expenses to every director and officer of the Corporation in the manner and to the fullest extent 

permitted by applicable law as it presently exists or may hereafter be amended, against any and 

all amounts (including judgments, fines, payments in settlement, attorneys’ fees and other 

expenses) reasonably incurred by or on behalf of such person in connection with any threatened, 

pending, or completed investigation, action, suit or proceeding, whether civil, criminal, 

administrative or investigative (“a proceeding”), in which such director or officer was or is made 

or is threatened to be made a party or called as a witness or is otherwise involved by reason of 

the fact that such person is or was a director or officer of the Corporation, or is or was serving at 

the request of the Corporation as a director, officer, employee, fiduciary or member of any other 

corporation, partnership, joint venture, trust, organization or other enterprise, whether the basis 

of such proceeding is an alleged action in an official capacity as a director, officer, employee, 

fiduciary or member or in any other capacity while serving as a director, officer, employee, 

fiduciary or member. The Corporation shall not be required to indemnify a person in connection 

with a proceeding initiated by such person if the proceeding was not authorized by the board of 

directors of the Corporation. 

5.2 Advancement of Expenses of Directors and Officers. 

The Corporation shall pay the expenses of directors and officers incurred in defending any

proceeding in advance of its final disposition (“advancement of expenses”); provided, however, 

that the payment of expenses incurred by a director or officer in advance of the final disposition 

of the proceeding shall be made only upon receipt of an undertaking by the director or officer to 

repay all amounts advanced if it should be ultimately determined that by final judicial decision 

from which there is no further right of appeal the director or officer is not entitled to be 

indemnified under this article or otherwise.

5.3 Claims by Officers or Directors. 

If a claim for indemnification or advancement of expenses by a director or officer under this 

article is not paid in full within 90 days after a written claim therefor has been received by the 

Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if 

successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. 
24

In any such action, the Corporation shall have the burden of proving that the claimant was not 

entitled to the requested indemnification or advancement of expenses under applicable law.

5.4 Indemnification of Employees.

(a) Subject to the other provisions of this article, the 

Corporation may indemnify and advance expenses to every employee or 

agent of the Corporation who is not a director or officer of the Corporation 

in the manner and to the fullest extent permitted by applicable law as it 

presently exists or may hereafter be amended, against any and all amounts 

(including judgments, fines, payments in settlement, attorneys’ fees and 

other expenses) reasonably incurred by or on behalf of such person in 

connection with any proceeding, in which such employee or agent was or 

is made or is threatened to be made a party or called as a witness or is 

otherwise involved by reason of the fact that such person is or was an 

employee or agent of the Corporation. Except as set forth in paragraph (b) 

below, the ultimate determination of entitlement to indemnification of 

employees or agents who are not officers and directors shall be made in 

such manner as is provided by applicable law. The Corporation shall not 

be required to indemnify a person in connection with a proceeding 

initiated by such person if the proceeding was not authorized by the board 

of the Corporation.

(b) Subject to the other provisions of this article, the 

Corporation shall indemnify and advance expenses to every employee or 

agent of the Corporation who is not a director or officer of the Corporation 

in the manner and to the fullest extent permitted by applicable law as it 

presently exists or may hereafter be amended, against any and all amounts 

(including judgments, fines, payments in settlement, attorneys’ fees and 

other expenses) reasonably incurred by or on behalf of such person in 

connection with any proceeding, in which such employee or agent was or 

is made or is threatened to be made a party or called as a witness or is 

otherwise involved by reason of the fact that such person is or was serving 

at the request of the Corporation as a director, officer, employee, fiduciary 

or member of any other corporation, partnership, joint venture, trust, 

organization or other enterprise, whether the basis of such proceeding is 

alleged action in an official capacity as a director, officer, employee, 

fiduciary or member or in any other capacity while serving as a director, 

officer, employee, fiduciary or member. The Corporation shall not be 

required to indemnify a person in connection with a proceeding initiated 

by such person if the proceeding was not authorized by the board of the 

Corporation.

5.5 Advancement of Expenses of Employees. 

The advancement of expenses of an employee or agent who is not a director or officer shall be 

made by or in the manner provided by resolution of the board of directors or by a committee of 
25

the board; provided, however, that the advancement of expenses required under section 5.4(b) of 

these bylaws shall be paid by the Corporation in advance of its final disposition; provided, 

further that the payment of expenses incurred by an employee or agent pursuant to section 5.4(a) 

and (b) of these bylaws in advance of the final disposition of the proceeding shall be made only 

upon receipt of an undertaking by the employee or agent to repay all amounts advanced if it 

should be ultimately determined by final judicial decision from which there is no further right of 

appeal the employee or agent is not entitled to be indemnified under this article or otherwise.

5.6 Claims by Employees. 

If a claim for indemnification or advancement of expenses by an employee or agent pursuant to 

section 5.4(b) of these bylaws is not paid in full within 90 days after a written claim therefor has 

been received by the Corporation, the claimant may file suit to recover the unpaid amount of 

such claim and, if successful in whole or in part, shall be entitled to be paid the expense of 

prosecuting such claim. In any such action, the Corporation shall have the burden of proving that 

the claimant was not entitled to the requested indemnification or advancement of expenses under 

applicable law.

5.7 Non Exclusivity of Rights. 

The rights conferred on any person by this article shall not be exclusive of any other rights which 

such person may have or hereafter acquire under any statute, any provision of the certificate of 

incorporation or of these bylaws or of any agreement, any vote of stockholders or disinterested 

directors or otherwise.

5.8 Other Indemnification. 

The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request 

as a director, officer or employee of another corporation, partnership, joint venture, trust, 

organization, or other enterprise shall be reduced by any amount such person collects as 

indemnification from such other corporation, partnership, joint venture, trust, organization or 

other enterprise.

5.9 Insurance. 

The board of directors may, to the fullest extent permitted by applicable law as it presently 

exists, or may hereafter be amended from time to time, authorize an appropriate officer or 

officers to purchase and maintain at the Corporation’s expense insurance: (a) to reimburse the 

Corporation for any obligation which it incurs under the provisions of this article as a result of 

the indemnification of past, present or future directors, officers, employees, agents and any 

persons who have served in the past, are now serving or in the future will serve at the request of 

the Corporation as a director, officer, employee or agent of another corporation, partnership, 

joint venture, trust or other enterprise; and (b) to pay on behalf of or to indemnify such persons 

against liability in instances in which they may not otherwise be indemnified by the Corporation 

under the provisions of this article, whether or not the Corporation would have the power to 

indemnify such persons against such liability under this article or under applicable law.
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5.10 Nature of Rights; Amendment or Repeal.

The rights conferred in this article V shall be contract rights that shall continue as to an 

indemnitee who has ceased to be a director, officer or employee and shall inure to the benefit of 

such person’s heirs, executors, administrators, or other legal representatives. Any repeal or 

modification of the foregoing provisions of this article shall be prospective only and shall not 

adversely affect any right or protection hereunder of any person in respect of any act or omission 

occurring prior to the time of such repeal or modification.

ARTICLE VI

MISCELLANEOUS

6.1 Seal. 

The corporate seal shall have inscribed upon it the name of the Corporation, the year of its 

organization and the words “Corporate Seal,” and “Delaware.” The seal and any duplicate of the 

seal shall be in the charge of the secretary or an assistant secretary. 

6.2 Fiscal Year. 

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each 

year.

6.3 Notice. 

Unless otherwise required by applicable law or elsewhere in these bylaws, any notice required to 

be given by these bylaws must be given in writing delivered in person, by first class United 

States mail, overnight mail or courier service, or by facsimile, electronic mail, or other electronic 

transmission followed by a paper copy of such notice delivered by overnight mail or courier 

service.

6.4 Waiver of Notice. 

Whenever any notice is required to be given, a waiver thereof in writing, signed by the person 

or persons entitled to the notice, whether before or after the time stated therein, shall be deemed 

equivalent thereto. Such written notice of waiver need not specify the business to be transacted 

at or the purpose of any regular or special meeting of the stockholders, board of directors, or 

committee of the board. Attendance of a person at a meeting shall constitute a waiver of notice of 

such meeting, except attendance for the express purpose of objecting at the beginning of the 

meeting to the transaction of any business because the meeting is not lawfully called or 

convened.

6.5 Voting of Stock Owned by the Corporation. 

The board of directors, the investment funds committee, or the chairman of the board may 

authorize any person and delegate to one or more officers or subordinate officers the authority to 

authorize any person to vote or to grant proxies to vote in behalf of the Corporation at any 
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meeting of stockholders or in any solicitation of consent of any corporation or other entity in 

which the Corporation may hold stock or other voting securities.

6.6 Form of Records. 

Any records maintained by the Corporation in the regular course of its business, including its 

stock ledger, books of account and minute books, may be kept on, or by means of, or be in the 

form of, any information storage device or method, provided that the records so kept can be 

converted into clearly legible paper form within a reasonable time. Upon the request of any 

person entitled to inspect records, the Corporation shall so convert such records.

6.7 Offices. 

The Corporation shall maintain a registered office inside the State of Delaware and may also 

have other offices outside or inside the State of Delaware. The books of the Corporation may be 

kept outside or inside the State of Delaware.

6.8 Amendment of Bylaws. 

Unless otherwise provided in the certificate of incorporation or these bylaws, (with the consent 

of the Required Directors with respect to any amendment to section 2.5(b) of these bylaws (or 

any successor provision)), the board of directors shall have power to adopt, amend, or repeal the 

bylaws at any regular or special meeting of the board. The stockholders shall also have power to 

adopt, amend, or repeal the bylaws at any annual or special meeting, subject to compliance with 

the notice provisions provided in section 1.11 of these bylaws.

6.9 Gender Pronouns. 

Whenever the masculine pronoun is used in these bylaws, it shall be deemed to refer to either the 

masculine or the feminine gender.