Common use of Procedure for Exercise Clause in Contracts

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28December 31, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2015. This Global Warrant Certificate certifies that: Cede & Co.that the UAW Retiree Medical Benefits Trust, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28July 10, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2016. This Global Warrant Certificate certifies that: Cede & Co.that Motors Liquidation Company, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering If Tenant wishes to exercise Tenant's Purchase Option, Tenant shall deliver notice (the Warrant Certificate evidencing such Warrant at "EXERCISE NOTICE") to Landlord of Tenant's irrevocable election to exercise the principal office Purchase Option no sooner than the first day of the Warrant Agent ninth (or successor warrant agent9th) Lease Year and not later than the last day of the ninth (9th) Lease Year (the "OPTION EXERCISE PERIOD"), with . In order for the Exercise Notice to be effective hereunder, concurrently with the delivery of the "Purchase Contract" to "Escrow Holder" (as those terms are set forth on below) as more particularly set forth below, Tenant shall deliver to "Escrow Holder" a cashier's check or wire transfer of immediately available funds in an amount equal to $250,000.00 (the reverse "INITIAL NON-REFUNDABLE DEPOSIT"), which amount shall be held by Escrow Holder, released to Landlord, and otherwise applied against the "Purchase Price," all in accordance with the TCCs of the Warrant Certificate duly completed and executedPurchase Contract. EXPIRATION DATE: The earlier Within fifteen (15) business days following the date of Landlord's receipt of the Exercise Notice in accordance with the terms of this SECTION 30.2, (i) February 28Landlord and Tenant shall mutually and reasonably agree upon an escrow holder to be utilized in connection with the sale of the Premises to Tenant (the "ESCROW HOLDER"), 2021 and (ii) Landlord and Tenant shall execute and deliver to Escrow Holder a purchase and sale contract in the form attached hereto as EXHIBIT I (the "PURCHASE CONTRACT"). The date upon which the Escrow Holder has received both parties executed counterparts of the Purchase Contract and the Initial Non-Refundable Deposit from Tenant shall be known as the "OPENING OF ESCROW". On or before the date which is ninety (90) days following the date of consummation Landlord's receipt of (A) any Qualified Asset Salethe Exercise Notice, (B) Tenant shall deliver to Landlord, as more particularly set forth in the salePurchase Contract, lease, conveyance a cashier's check or other wire transfer of all immediately available funds in an amount equal to $100,000.00 (the "ADDITIONAL NON-REFUNDABLE DEPOSIT"), which amount shall be applied against the Purchase Price. The Initial Non-Refundable Deposit (including any interest earned during the time the same was held by Escrow Holder prior to its release to Landlord) and the Additional Non-Refundable Deposit shall be, collectively, the "NON-REFUNDABLE DEPOSIT." The Purchase Contract shall not be subject to negotiation or substantially modification, except as specifically set forth herein and except to fill in blanks and/or to comply with applicable laws; provided, however, that to the extent suitable cross-easement and access agreements (with pro-rata cost splitting provisions) have not been recorded against the Property and the remainder of the Pacific Corporate Center in conjunction with the lot-line adjustment pursuant to the TCCs of SECTION 1.1.2 of this Lease, such Purchase Contract shall be modified such that the same shall become conditions precedent to the Close of Escrow. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Purchase Option, if at all, with respect to all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each WarrantPremises, and (b) the Company shall, or shall cause the Warrant Agent to, deliver Tenant may not elect to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, purchase only a number of shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governportion thereof.

Procedure for Exercise. Warrants may be exercised by surrendering delivering to the Warrant Certificate evidencing such Warrant Agent at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executedexecuted or by a Participant pursuant to the procedures of the Depository. EXPIRATION DATE: The earlier of (i) February 2821, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2026. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as number of Common Shares issuable in connection with a Cashless Exercise (if applicable, ) for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent its transfer agent to, deliver to the exercising Beneficial OwnerHolder, on the applicable Settlement Warrant Share Delivery Date, for each Warrant exercised, a number of shares Common Shares equal to one-half of a Common Share for each Warrant exercised or, if Cashless Exercise is available, the number of Common Stock equal to Shares determined by the relevant Full Physical Share Amount or Net Share Amount, as applicable, together Company in connection with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreementsuch Cashless Exercise. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 15(a) of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common StockShares. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with delivery of the applicable Exercise Price. EXPIRATION DATE: The earlier of (i) February 28December 13, 2021 2023 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted CombinationLiquidity Event. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock Ordinary Shares equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common StockOrdinary Shares. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28December 31, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2015. This Global Warrant Certificate certifies that: Cede & Co.that , or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28September 30, 2021 and (ii) 2018, the date of consummation of (A) Cut-Off Date with respect to any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all redemption pursuant to Article 4 of the consolidated assets Warrant Agreement, and the deemed exercise of the Company and its Subsidiaries in one transaction or Warrant pursuant to a series Pre-Qualified IPO Change of related transactions Control Event pursuant to any Person that is not a Qualified Asset Buyer or (CSection 5.08(e) any Excepted Combinationof the Warrant Agreement. This Global Warrant Certificate certifies that: Cede & Co.that [ ], or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned authenticated by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination[ ]. This Global Warrant Certificate certifies that: Cede & Co.that [ ], or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Class A Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Class A Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28September 30, 2021 and (ii) 2018, the date of consummation of (A) Cut-Off Date with respect to any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all redemption pursuant to Article 4 of the consolidated assets Warrant Agreement, and the deemed exercise of the Company and its Subsidiaries in one transaction or Warrant pursuant to a series Pre-Qualified IPO Change of related transactions Control Event pursuant to any Person that is not a Qualified Asset Buyer or (CSection 5.08(e) any Excepted Combinationof the Warrant Agreement. This Global Warrant Certificate certifies that: that Cede & Co., or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above, as modified in Schedule A hereto, (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned authenticated by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by surrendering delivering to the Warrant Certificate evidencing such Warrant Agent at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 285, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2024. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as number of Common Shares issuable in connection with a Cashless Exercise (if applicable, ) for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent its transfer agent to, deliver to the exercising Beneficial OwnerHolder, on the applicable Settlement Warrant Share Delivery Date, for each Warrant exercised, a number of shares Common Shares equal to one-half of a Common Share for each Warrant exercised or, if Cashless Exercise is available, the number of Common Stock equal to Shares determined by the relevant Full Physical Share Amount or Net Share Amount, as applicable, together Company in connection with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreementsuch Cashless Exercise. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 15(a) of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common StockShares. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28January 1, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2013. This Global Warrant Certificate certifies that: Cede & Co.that __________________________, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,]** (such ** Bracketed language only appears on Global Warrants. number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Net Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares of Common Stock equal to the relevant Full Physical Net Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28April 30, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2017. This Global Warrant Certificate certifies that: Cede & Co.that , or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above [, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Class A Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Class A Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28January 1, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2013. This Global Warrant Certificate certifies that: Cede & Co.that __________________________, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,]** (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern. ** Bracketed language only appears on Global Warrants.

Procedure for Exercise. Warrants may be exercised by surrendering delivering to the Warrant Certificate evidencing such Warrant Agent at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28September 25, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2021. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as number of Common Shares issuable in connection with a Cashless Exercise (if applicable, ) for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent its transfer agent to, deliver to the exercising Beneficial OwnerHolder, on the applicable Settlement Warrant Share Delivery Date, for each Warrant exercised, a number of shares Common Shares equal to one-half of a Common Share for each Warrant exercised or, if Cashless Exercise is available, the number of Common Stock equal to Shares determined by the relevant Full Physical Share Amount or Net Share Amount, as applicable, together Company in connection with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreementsuch Cashless Exercise. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 15(a) of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder to any of the rights of the holders of shares of Common StockShares. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. EXHIBIT A In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.

Procedure for Exercise. Warrants may be exercised by (a) in the case of a Certificated Warrant, surrendering the Warrant Certificate evidencing such Warrant at the principal office of the Warrant Agent (or successor warrant agent), with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed, together with any applicable transfer taxes, or (b) in the case of a Global Warrant, complying with the procedures established by the Depositary for the exercise of Warrants. EXPIRATION DATE: The earlier of (i) February 28July 10, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination2019. This Global Warrant Certificate certifies that: Cede & Co.that Motors Liquidation Company, or its registered assigns, is the Global Warrant Holder Warrantholder of the Number of Warrants (the “Warrants”) specified above above[, as modified in Schedule A hereto,] (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with the exercise of any Warrants, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, or shall cause the Warrant Agent to, deliver to the exercising Beneficial OwnerWarrantholder, on the applicable Settlement Date, for each Warrant exercised, a number of shares Shares of Common Stock equal to the relevant Full Physical Share Amount or Net Share Amount, as applicable, together with Cash in lieu of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 of the Warrant Agreement, Warrants will not entitle the Global Warrant Holder Warrantholder to any of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall govern.