Common use of Fiat Clause in Contracts

Fiat. Fiat shall not be permitted to terminate any of its rights as a Member of the Company prior to the second anniversary of the Effective Date. On or after the second anniversary of the Effective Date, Fiat shall be permitted to terminate all governance rights provided to Fiat under ARTICLE V (a “Fiat Termination”) in connection with a termination of the Master Industrial Agreement. Prior to the effective date of the Fiat Termination, Fiat shall be permitted to withdraw its notice of a Fiat Termination and in the event of any such Fiat Termination, Fiat shall continue to be a Member of the Company and shall have the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Shareholder Agreement, the Certificate of Formation and the LLC Act. Upon the effective date of the Fiat Termination, all governance rights provided to Fiat under ARTICLE V shall terminate. If the Fiat Termination occurs prior to the earlier of (x) the fourth anniversary of the Effective Date and (y) the occurrence of all of the Class B Events under Section 3.4, Fiat shall surrender all of its Membership Interests and rights to receive additional Membership Interests in the Company and upon the foregoing, Fiat shall cease to be a Member of the Company and shall not be entitled to receive any Distribution or the fair value of its Membership Interests except as otherwise expressly provided for in this Agreement, the Shareholder Agreement or as otherwise agreed to by the Board of Directors.

Fiat. Fiat shall not be permitted to terminate tenninate any of its rights as a Member of the Company prior to the second anniversary of the Effective Closing Date. On or after the second anniversary of the Effective Closing Date, Fiat shall be permitted to terminate all governance rights provided to Fiat under ARTICLE V (a “"Fiat Termination”") in connection with a termination of the Master Industrial Agreement. Prior to the effective date of the Fiat Termination, Fiat shall be permitted to withdraw its notice of a Fiat Termination and in the event of any such Fiat Termination, Fiat shall continue to be a Member of the Company and shall have the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Shareholder Agreement, the Certificate of Formation and the LLC Act. Upon the effective date of the Fiat Termination, all governance rights provided to Fiat under ARTICLE V shall terminatetermninate. If the Fiat Termination occurs prior to the earlier of (x) the fourth anniversary of the Effective Closing Date and (y) the occurrence of all of the Class B Events under Section 3.4, Fiat shall surrender all of its Membership Interests and rights to receive additional Membership Interests in the Company and upon the foregoing, Fiat shall cease to be a Member Memnber of the Company and shall - 28 - PALOALTO 54383 19 not be entitled to receive any Distribution or the fair value of its Membership Interests except as otherwise expressly provided for in this Agreement, the Shareholder Agreement or as otherwise agreed to by the Board of Directors.

Fiat. Fiat shall not be permitted to terminate any of its rights as a Member of the Company prior to the second anniversary of the Effective Closing Date. On or after the second anniversary of the Effective Closing Date, Fiat shall be permitted to terminate all governance rights provided to Fiat under ARTICLE V (a “Fiat Termination”) in connection with a termination of the Master Industrial Agreement. Prior to the effective date of the Fiat Termination, Fiat shall be permitted to withdraw its notice of a Fiat Termination and in the event of any such Fiat Termination, Fiat shall continue to be a Member of the Company and shall have the rights and powers and shall be subject to the restrictions and liabilities of a Member under this Agreement, the Shareholder Agreement, the Certificate of Formation and the LLC Act. Upon the effective date of the Fiat Termination, all governance rights provided to Fiat under ARTICLE V shall terminate. If the Fiat Termination occurs prior to the earlier of (x) the fourth anniversary of the Effective Closing Date and (y) the occurrence of all of the Class B Events under Section 3.4, Fiat shall surrender all of its Membership Interests and rights to receive additional Membership Interests in the Company and upon the foregoing, Fiat shall cease to be a Member of the Company and shall not be entitled to receive any Distribution or the fair value of its Membership Interests except as otherwise expressly provided for in this Agreement, the Shareholder Agreement or as otherwise agreed to by the Board of Directors.