Common use of Pre-Closing Certificate Clause in Contracts

Pre-Closing Certificate. Not less than 8 Business Days prior to the Closing Date, General Motors shall deliver to the Buyer, a certificate (the “Pre‑Closing Certificate”) setting forth, in reasonable detail (and including reasonable supporting documentation), as at the contemplated Closing Date: (a) General Motors’s estimate in good faith of: (i) the Fincos Value; (ii) the Closing Working Capital; (iii) the Closing Cash; (iv) the Closing Financial Debt; and (v) the computation of the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Section 2.2 (the “Estimated Purchase Price”); (b) the allocation proposed by General Motors of the Estimated Purchase Price among the Shares, the Transferred Assets and the granting of the IP License Agreement and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with the Price Allocation Principles; (c) the allocation proposed by General Motors of the Additional Value among the relevant Sellers, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; and (d) the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount. For the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount shall not be included in any of the items (a)(i) through (a)(v) above. General Motors shall be solely responsible for allocating the Estimated Purchase Price among the Sellers in accordance with the Pre‑Closing Certificate or any different Price Allocation determined pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered by General Motors to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining Fincos.

Pre-Closing Certificate. Not less No later than 8 five (5) Business Days prior to the Closing Date, General Motors the Sellers’ Agent shall deliver to the Buyer, a certificate (the “Pre‑Closing "Pre-Closing Certificate”") to the Purchaser setting forth, in reasonable detail (and including reasonable supporting documentation), as at the contemplated by reference to a stated Closing Date: (a) General Motors’s estimate in good faith of: (i) the Fincos Valueamount of any Leakage identified in accordance with Article 7.2; (ii) the Purchase Price and the Closing Working CapitalCash Amount and their final allocation amongst the Sellers and class of Transferred Securities, in accordance with the provisions of Article 2.2 above; (iii) an updated version of the Closing CashSecurityholdings Tables; (iv) the amount of the Sellers’ Agent Expenses and their allocation amongst the Sellers and the Sellers’ advisors, in accordance with the provisions of Article 2.7(b); (v) for each Seller, its Individual Net Purchase Price; (vi) if the FM1 Upper Exit Conditions are met, the FM1 Net Cash Position and the FM1 Shareholder Loan Amount; (vii) if the FM2 Upper Exit Conditions are met, the FM2 Net Cash Position and the FM2 Shareholder Loan Amount; (viii) an estimate of the Existing Indebtedness; (ix) the details of the Euro-denominated accounts (including full IBAN details) opened in the names of the Sellers’ advisors into which the Sellers’ Agent Expenses shall be paid in the name and on behalf of the Sellers by the Purchaser by wire transfers in immediately available cleared funds at Closing Financial Debtpursuant to Article 2.7(b); (x) the details of the Euro-denominated accounts (including full IBAN details) of each Seller into which the Individual Net Purchase Price of such Seller shall be paid by the Purchaser by wire transfer in immediately available cleared funds at Closing pursuant to Article 2.7(b); (xi) if the FM1 Upper Exit Conditions are met, the details of the Euro-denominated accounts (including full IBAN details) of the IK Investor into which the FM1 Shareholder Loan Amount shall be paid (or caused to be paid) by the Purchaser by wire transfer in immediately available cleared funds at Closing pursuant to Article 2.7(b); and (vxii) if the computation FM2 Upper Exit Conditions are met, the details of the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Section 2.2 Euro-denominated accounts (the “Estimated Purchase Price”); (bincluding full IBAN details) the allocation proposed by General Motors of the Estimated Purchase Price among IK Investor into which the Shares, the Transferred Assets and the granting of the IP License Agreement and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with the Price Allocation Principles; (c) the allocation proposed by General Motors of the Additional Value among the relevant Sellers, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; and (d) the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount. For the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment FM2 Shareholder Loan Amount shall not be included paid (or caused to be paid) by the Purchaser by wire transfer in any of the items (a)(i) through (a)(v) above. General Motors shall be solely responsible for allocating the Estimated Purchase Price among the Sellers in accordance with the Pre‑Closing Certificate or any different Price Allocation determined immediately available cleared funds at Closing pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered by General Motors to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining Fincos.Article 2.7(b).2

Pre-Closing Certificate. Not less (a) By no later than 8 9:00 a.m. Eastern Standard Time on the third Business Days prior to Day preceding the Closing anticipated Effective Date, General Motors the Company shall prepare and deliver to the Buyer, a certificate (the “Pre‑Closing Pre-Closing Certificate”) setting forth, signed by the Chief Financial Officer of the Company (or another senior executive of the Company reasonably acceptable to Purchaser) that includes or incorporates the following (in reasonable detail (and including reasonable supporting documentation), as at the contemplated Closing Date: (a) General Motors’s estimate in good faith of:a format reasonably acceptable to Purchaser): (i) an itemized list of all outstanding Indebtedness as of the Fincos ValueEffective Time and the Person to whom such outstanding Indebtedness is owed, and an aggregate total of such outstanding Indebtedness; (ii) an itemized list of all Transaction Expenses remaining unpaid as of the Closing Working CapitalEffective Time and the Person to whom such expense is owed, and an aggregate total of such Transaction Expenses; (iii) an estimated balance sheet of the Closing CashCompany as of the Effective Date (without giving effect to the Transactions), in a form consistent with that as attached as Exhibit F, prepared in accordance with GAAP applied using (to the extent consistent with GAAP) the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such estimated balance sheet was being prepared and audited as of a fiscal year end; (iv) the Company’s estimate of Closing Financial Debt; andWorking Capital (the “Estimated Closing Working Capital”) and the Company’s estimate of Closing Cash (the “Estimated Closing Cash”), derived from such estimated balance sheet and calculated in accordance with this Agreement, together with a reasonably detailed calculation thereof; (v) the computation of Fully Diluted Share Number; (vi) the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Pro Rata Share applicable to each Company Securityholder, including with respect to Section 2.2 (the “Estimated Purchase Price”8.02(f); (bvii) the allocation proposed by General Motors resulting calculations of the Estimated Purchase Price among the SharesClosing Adjustment, the Transferred Assets Closing Arrangement Consideration, and the granting of Closing Per Share Arrangement Consideration; (viii) the IP License Agreement Consideration Spreadsheet; and (ix) a certification by such officer that such Pre-Closing Certificate has been prepared in good faith and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with this Agreement and that the Price Allocation Principles;information therein is true and correct in all respects (or, in the case of information expressly identified as an estimate, that such estimate is a reasonable and good faith estimate reflecting the best information then available to the Company). (b) Prior to delivery of the Pre-Closing Certificate, the Company shall afford Purchaser with a reasonable opportunity to review and comment on a draft of the Pre-Closing Certificate. To that end, the Company shall deliver a reasonably complete draft of the Pre-Closing Certificate to Purchaser by no later than 9:00 a.m. Eastern Standard Time on the fifth Business Day preceding the anticipated Effective Date. The Company shall upon request provide Purchaser access to all relevant documentation, supporting workpapers used in the preparation of the Pre-Closing Certificate, and the Company’s employees and service providers for purposes of Purchaser’s review of the Pre-Closing Certificate. The Company shall reasonably consider and address any comments made by Purchaser with respect to the Pre-Closing Certificate. (c) Purchaser shall be entitled to rely entirely upon the allocation proposed by General Motors of Pre-Closing Certificate and shall take no responsibility or liability for any errors therein. The opportunity to review and comment on the Additional Value among Pre-Closing Certificate, and any revisions to the relevant SellersPre-Closing Certificate, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; and (d) the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount. For the avoidance of doubt, the First Estimated Pension Closing Payment Amount, the Second Estimated Pension Closing Payment Amount and the Third Estimated Pension Closing Payment Amount shall not be included in limit any rights, privileges or remedies of the items (a)(i) through (a)(v) above. General Motors shall be solely responsible for allocating the Estimated Purchase Price among the Sellers in accordance with the Pre‑Closing Certificate or any different Price Allocation determined pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered by General Motors to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining FincosPurchaser under this Agreement.

Pre-Closing Certificate. Not less than 8 ten (10) Business Days prior to the Closing Date, General Motors the Sellers' Agent shall deliver to the Buyer, a certificate (the “Pre‑Closing "Pre-Closing Certificate”") to the Purchaser setting forth, in reasonable detail (and including reasonable supporting documentation), as at the contemplated by reference to a stated Closing Date: (a) General Motors’s estimate the Preliminary Closing Purchase Price determined as provided in good faith ofSection ‎2.4 and indicating: (i) the Fincos ValueSellers' good faith estimate of the Cash, such estimate to be made with the due care of a prudent businessman as at the Closing Date; (ii) the Sellers' good faith estimate of the Indebtedness, such estimate to be made with the due care of a prudent businessman as at the Closing Working CapitalDate; (iii) the Sellers' good faith estimate of the Net Working Capital, such estimate to be made with the due care of a prudent businessman as at the Closing CashDate; (iv) the Closing Financial Debt; and (v) difference between the computation Average Net Working Capital and the Sellers' good faith estimate of the Autocos Purchase Price and the Fincos Purchase Price on the basis of such determination and estimates applying the formulas defined in Section 2.2 (the “Estimated Purchase Price”)estimated Net Working Capital; (b) the allocation proposed by General Motors of the Estimated for each Seller, its Individual Net Purchase Price among the Shares, the Transferred Assets and the granting of the IP License Agreement and the AOAG Sale Price Receivable (if applicable), as well as among the relevant Sellers reflecting the Closing Accounting Principles and calculated in accordance with the Price Allocation PrinciplesPrice; (c) the allocation proposed by General Motors of the Additional Value among the relevant Sellers, including AOAG (AOAG and such relevant Sellers, the “Warrant Subscribers”) calculated in accordance with the Price Allocation Principles; andeach Seller's Allocable Portion; (d) the First Estimated Pension details of the Pivot Account to which the Purchaser must transfer the Preliminary Closing Payment AmountPurchase Price; (e) a copy of the Security Holdings Tables, as amended to reflect any transfers of Transferred Securities (upon completion of the Second Estimated Pension Shareholding Reorganizations, if any) up to the date of the Pre-Closing Payment Certificate; (f) the amount of the Carve-Out Vendor Loan and the corresponding amount of the Vendor Loan 1 Amount and the Third Estimated Pension Receivable 1 as at the Closing Payment Amount. For Date; (g) the avoidance final amount of doubt, the First Estimated Pension Closing Payment Amount, CC US Distribution Activity Value agreed between the Second Estimated Pension Closing Payment Amount Parties and the Third Estimated Pension Closing Payment Amount shall not be included in any corresponding amount of the items Vendor Loan 2 Amount as at the Closing Date; and (a)(ih) through draft copies of the Debt Release Letters and PIK Debt Release Letter (a)(v) abovestating the final payment amounts). General Motors The Purchaser shall be solely responsible for allocating entitled to waive delivering of the Estimated Purchase Price among the Sellers Pre-Closing Certificate in accordance with the Pre‑Closing Certificate whole or any different Price Allocation determined pursuant to Section 3.1. The Pre‑Closing Certificate delivered at the First Closing will include solely the Fincos Value for the Fincos for which closing will occur at such time, and a separate Pre‑Closing Certificate shall be delivered in part by General Motors written notice to the Buyer 8 Business Days prior to the Second Closing setting out the Fincos Value for the remaining FincosSellers’ Agent.