Common use of Xxxxxxxxx Clause in Contracts

Xxxxxxxxx. The SUPPLIER shall be obliged to take out insurance against all risks of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….

Xxxxxxxxx. The SUPPLIER shall be obliged A. For all "layoffs" (severance of employment without the intent to take out insurance against replace the Employee dismissed), all risks discharges for "incompetence," as hereinafter referred to in Paragraph E hereof, and all discharges for "cause," as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the product liability as an automotive parts supplier, to maintain this insurance proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and to provide evidence of this insurance to XXwho may be terminated for cause). XXXXXXXXX prior Where such notification to the conclusion Union has been oral, it will be confirmed in writing. At the Union's request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate supervisor of the contract andEmployee concerned, upon requesthis/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; provided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier severance, but may be severed at any timetime on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, at least, however, once a year, each or unless the Company has occasioned the delay in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERSmeeting beyond such fourteen (14) calendar days. It is concluded understood that with respect to "layoffs" and discharges for an indefinite period "incompetence" the final decision is to remain with the Company and such decision shall not be subject to arbitration, except as otherwise provided in Paragraph E hereof. The Union shall neither notify the Employee nor discuss the matter with the Employee prior to notification to the Employee by the Company. The grievance meeting provided for in the Grievance and Arbitration Articles of time and this Agreement may be terminated waived as a prerequisite to arbitration by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination mutual consent of the QAA shall not have any effect on Company and the continuation of Union provided that the contracts concluded between the CONTRACTUAL PARTNERS during the application of meeting hereinbefore referred to in this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, Article has been held.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged XXX XXXXXXXX XX XXXX XXXXXX XXXST CERTIFICATE IX XXXXXXX XX XXXXX AND CONDITIONS SET FORTH IN THE VOTING TRUST AGREEMENT DATED AS OF NOVEMBER 16, 1999, A COPY OF WHICH HAS BEEN FILED IN THE REGISTERED OFFICE IN THE STATE OF DELAWARE OF EDISON SCHOOLS INC., A DELAWARE CORPORATION (THE "CORPORATION"), SUCH COPY IS OPEN TO INSPECTION DAILY DURING BUSINESS HOURS BY ANY STOCKHOLDER OF THE CORPORATION OR ANY BENEFICIARY OF THE VOTING TRUST CREATED PURSUANT TO SUCH VOTING TRUST AGREEMENT. EDISON SCHOOLS INC. VOTING TRUST CERTIFICATE Certificate No. ______ No of Shares: ____ shares of Class A Common Stock, par value $.01 per share No of Shares: ____ shares of Class B Common Stock, par value $.01 per share This certifies that _________________________ (the "Holder") has transferred to take out insurance against all risks thc undersigned Trustee or is otherwise the beneficial owner of the product liability above-stated number of Shares (as an automotive parts supplierdefined in the Voting Trust Agreement referred to below) of Edison Schools Inc., a Delaware corporation (the "Corporation"), to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior be held by the Trustee pursuant to the conclusion terms of the contract andVoting Trust Agreement dated as of November 16, upon request1999 (the "Voting Trust Agreement"), at any time, at least, however, once a year, each copy of which agreement has been delivered to the above-named Holder and filed in January. This shall be done by submission the registered office of a current insurance confirmationthe Corporation in the State of Delaware. The same shall apply with regard Holder, or its registered assigns, will be entitled (i) to receive payments equal to any and all cash dividends collected by the Trustee on the above-stated number of Shares, (ii) to receive all other dividends or distributions except to the conclusion extent that property received is required to be deposited in the trust created by the Voting Trust Agreement, and evidence (iii) to receive a certificate or certificates representing that number of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to Shares on the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect Voting Trust Agreement, in accordance with its provisions This Voting Trust Certificate is transferable on the continuation books maintained by the Trustee at the principal office of the contracts concluded between Trustee by the CONTRACTUAL PARTNERS during registered holder hereof in person or by duly authorized attorney, and upon surrender hereof; and until so transferred the application Trustee may treat the registered holder hereof as the absolute owner hereof for all purposes. The Holder and each subsequent registered holder hereof by the acceptance of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing Voting Trust Certificate agrees to be valid. The required form can only be waived bound by a declaration in writing. If and insofar as individual provisions all of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of the Voting Trust Agreement as fully as if its terms were set forth in this QAA requiring completion be discoveredVoting Trust Certificate. EXECUTED this ______ day of ___________________, this shall be regulated in accordance with 1999 __________________________________ as Trustee By: _____________________________ Name: Title: [Form of Assignment for Reverse of Voting Trust Certificate] For value received, ___________________________ hereby sells, assigns, and transfers unto the discernible wishes within Voting Trust Certificate and all rights and interests represented thereby, and does hereby irrevocably constitute and appoint ________________________________ attorney to transfer such Voting Trust Certificate on the books of the CONTRACTUAL PARTNERSwithin-named Trustee with full power of substitution in the premises. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXXDate: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….___________________________

Xxxxxxxxx. The SUPPLIER parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be obliged to take out insurance against all risks included in the sale of the product liability as an automotive parts supplier, Property to maintain this insurance Purchaser. Seller is removing its security system and to provide evidence of this insurance to XX. XXXXXXXXX equipment from the Property on or prior to the conclusion closing date of this sale. This act is made and accepted subject to all matters of record affecting the Property. The parties hereto declare that they do not hereby intend, by the execution of these presents, to interrupt, or suspend, the running of any prescription or preemption which has run or may run in connection with any such matters of record affecting the Property, nor do the parties intend to revive, establish or initiate any one or more of such matters which may not now or hereafter be binding upon the Property and/or the parties hereto. To have and to hold the Property unto the Purchaser, and Purchaser’s successors, heirs and assigns forever. PURCHASER SPECIFICALLY TAKES AND ACCEPTS THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, “AS IS”, “WHERE IS”, IN ITS PRESENT CONDITION. PURCHASER ACKNOWLEDGES THAT SELLER HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR REPRESENTATIONS AS TO THE HABITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ITS INTENDED USE, FITNESS FOR ORDINARY USE, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, WITHOUT LIMITATION, THE PRESENCE OR ABSENCE OF ANY HAZARDOUS MATERIALS), OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY HEREIN SOLD. SELLER HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE PROPERTY (OTHER THAN SELLER’S LIMITED WARRANTY OF TITLE AS SET FORTH HEREIN), AND PURCHASER HEREBY WAIVES ALL SUCH WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER DOES NOT WARRANT THAT THE PROPERTY IS FREE FROM REDHIBITORY OR LATENT DEFECTS OR VICES OR THAT IT IS FIT FOR ITS INTENDED USE OR ORDINARY USE, AND SELLER FURTHER SPECIFICALLY DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE QUALITY OR QUANTITY OF THE LEGAL DESCRIPTION OF THE PROPERTY SET FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, WHETHER THE LEGAL DESCRIPTION OF THE PROPERTY IS OVER-INCLUSIVE OR UNDER-INCLUSIVE OR IN ANY OTHER MANNER INACCURATE, INCOMPLETE OR DEFECTIVE. AS A MATERIAL AND INTEGRAL CONSIDERATION FOR THE EXECUTION OF THIS ACT OF SALE BY SELLER, PURCHASER WAIVES AND RELEASES SELLER FROM ANY AND ALL CLAIMS AND OR CAUSES OF ACTION WHICH PURCHASER MAY HAVE OR HEREAFTER MAY BE OTHERWISE ENTITLED TO, BASED ON VICES OR DEFECTS IN THE PROPERTY HEREIN SOLD, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER FOR REDHIBITION OR FOR THE REDUCTION OR DIMINUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475, 2520 AND 2524, OR FOR PEACEABLE POSSESSION OR RESTITUTION OF THE PURCHASE PRICE OR CONSIDERATION UNDER LOUISIANA CIVIL CODE ARTICLES 2475 AND 2500 THROUGH 2517, CONCEALMENT OR BASED UPON ANY OTHER THEORY OF LAW. THE PURCHASER FURTHER ASSUMES THE RISK AS TO ALL VICES AND DEFECTS IN THE PROPERTY, INCLUDING ALL IMPROVEMENTS LOCATED THEREON, WHETHER THOSE VICES OR DEFECTS ARE LATENT AND/OR NOT DISCOVERABLE UPON SIMPLE INSPECTION, AND INCLUDING THOSE VICES OR DEFECTS, KNOWLEDGE OF WHICH WOULD DETER PURCHASER FROM MAKING THIS PURCHASE. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER (A) HAD AMPLE OPPORTUNITY TO FULLY INSPECT THE PROPERTY, (B) HAS INSPECTED THE PROPERTY TO THE EXTENT PURCHASER DESIRED, (C) DESIRES TO PURCHASE THE PROPERTY IN ITS PRESENT CONDITION, (D) AGREES TO PURCHASE THE PROPERTY SUBJECT TO ANY PHYSICAL ENCROACHMENTS ON THE PROPERTY OR ANY PHYSICAL ENCROACHMENTS BY IMPROVEMENTS LOCATED ON THE PROPERTY ONTO ADJACENT PROPERTY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND AS FURTHER CONSIDERATION FOR THIS SALE, PURCHASER, ITS ASSIGNS AND TRANSFEREES HEREBY ACCEPTS THE PROPERTY “AS IS, WHERE IS”, IN ITS EXISTING ENVIRONMENTAL CONDITION AND WAIVES, DISCHARGES, AND RELEASES SELLER, ITS AFFILIATES, PREDECESSORS, SUCCESSORS, ASSIGNS, AGENTS, OFFICERS, EMPLOYEES, DIRECTORS AND INSURERS FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION WHICH PURCHASER OR ITS ASSIGNS OR TRANSFEREES MAY HAVE OR HEREAFTER BE OTHERWISE ENTITLED TO, WHETHER AFFECTING PERSON AND/OR PROPERTY, FOR (I) ANY ENVIRONMENTAL LIABILITIES ARISING FROM THE PROPERTY, INCLUDING ANY CLAIMS, DEMANDS, CAUSES OF ACTIONS (BOTH PUBLIC AND PRIVATE), JUDGMENTS, ATTORNEYS’ FEES, COSTS, EXPENSES, PENALTIES AND FINES, IMPOSED OR ASSESSED UNDER ANY FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE, REGULATION, OR ORDINANCE INVOLVING THE ENVIRONMENT INCLUDING, BUT WITHOUT LIMITATION, STATEWIDE ORDER 29 B BY OFFICE OF CONSERVATION, DEPARTMENT OF NATURAL RESOURCES, STATE OF LOUISIANA, THE LOUISIANA ABANDONED OILFIELD WASTE STATE LAW (LA. R.S. 30:71, ET SEQ.), AS AMENDED, THE LOUISIANA ENVIRONMENTAL QUALITY ACT (LA. R.S. 30:2001, ET SEQ.), AS AMENDED, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT, (42 X.X.X. §0000, ET SEQ.), AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT (42 X.X.X. §0000, ET SEQ.), THE SUPERFUND AMENDMENTS AND REAUTHORIZATION ACT OF 1986, AND THE TOXIC SUBSTANCES CONTROL ACT (15 X.X.X. §0000, ET SEQ.), AS AMENDED AND/OR (II) THE EXISTENCE OF ANY HAZARDOUS MATERIALS IN, ON, UNDER OR FROM THE PROPERTY. “HAZARDOUS MATERIALS” MEANS AND INCLUDES MOLD, MILDEW, AND OTHER FUNGI (INCLUDING BUT NOT LIMITED TO ASPERGILLUS/PENICILLIUM, BIPOLARIS/DERSCHLERA, AND STACHYBOTRYS), LEAD PAINT, ASBESTOS, PETROLEUM PRODUCTS AND/OR ANY MATERIALS DEFINED AS “HAZARDOUS POLLUTANTS”, “TOXIC POLLUTANTS”, “POLLUTANTS”, “HAZARDOUS SUBSTANCES”, “HAZARDOUS WASTE”, “HAZARDOUS CONSTITUENTS” OR “SOLID WASTE” OR LANGUAGE OF SIMILAR IMPORT IN (A) THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1990, 42 U.S.C. §9601 ET SEQ., (B) THE RESOURCE CONSERVATION AND XXXXXXXX XXX, 00 X.X.X. §0000 ET SEQ., (C) THE CLEAN AIR ACT, 42 U.S.C. §7401 ET SEQ., (D) THE CLEAN XXXXX XXX, 00 X.X.X. §0000 ET SEQ., AND/OR (E) ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL STATUTE OR ORDINANCE AND ANY REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING, ALL AS AMENDED FROM TIME TO TIME, AND ANY REGULATION, AS WELL AS ANY OTHER SUBSTANCE OR SUBSTANCES THE PRESENCE OF WHICH REQUIRES INVESTIGATION OR REMEDIATION UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, ORDINANCE, ORDER, ACTION, POLICY OR LAW, OR WHICH IS OR BECOMES DEFINED AS OR HAS THE CHARACTERISTICS OF A CONVENTIONAL, NONCONVENTIONAL, HAZARDOUS, TOXIC OR SOLID WASTE, MATERIAL, SUBSTANCE, POLLUTANT OR CONTAMINANT UNDER ANY FEDERAL, STATE OR LOCAL STATUTE, REGULATION, RULE OR ORDINANCE PERTAINING TO HUMAN HEALTH AND FOR THE ENVIRONMENT AS AMENDED. PURCHASER ACKNOWLEDGES AND AGREES THAT THE PROVISIONS CONTAINED HEREIN ARE A MATERIAL FACTOR IN SELLER’S ACCEPTANCE OF THE PURCHASE PRICE, THAT SELLER IS UNWILLING TO SELL THE PROPERTY TO PURCHASER UNLESS SELLER IS RELEASED AS EXPRESSLY SET FORTH ABOVE. Purchaser’s initials This sale is made and accepted for and in consideration of the contract andprice and sum of ($ .00) DOLLARS cash, upon requestwhich Purchaser has well and truly paid, at in ready and current money to Seller, who hereby acknowledges the receipt thereof and grants full acquittance and discharge therefor. All taxes up to and including the taxes due and exigible in 20 are paid. Taxes for the current year have been prorated between Seller and Purchaser as of the date hereof. In accordance with La. R.S. 9:2721(A), from and after the date of this act of Cash Sale, (a) the name of the person responsible for all property taxes and assessments is Purchaser, and (b) all future property tax and assessment notices should be mailed to the Purchaser’s address shown above. The parties hereto do hereby waive and dispense with the production of any timeand all certificates and/or researches required by law and relieve and release the undersigned Notaries Public and the sureties on our respective notarial bonds, at leastif any, however, once a yearfrom any and all liability and/or responsibility for the nonproduction thereof. This Cash Sale may be executed by the parties thereto in several counterparts, each in January. This of which when so executed shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing deemed to be valid. The required form can only be waived by a declaration in writing. If an original, but all such counterparts shall together constitute but one and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, same instrument.………………….

Xxxxxxxxx. The SUPPLIER Xxx amounts recexxxx xx Xxxxxx xith respect to this Note are to be applied first to any accrued and unpaid interest on the principal balance of this Note, then toward any amounts (other than principal and interest) due pursuant to this Note, and then to the outstanding principal balance of this Note. Interest shall be obliged computed based on the actual number of days elapsed in a 365-day year. If any payment required hereunder becomes due and payable on a Saturday, Sunday or legal holiday or a day on which banking institutions are authorized to take out insurance against all risks close in New York State, the due date of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior such payment shall be extended to the conclusion of the contract next succeeding business day and, upon requestduring such extension, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA interest shall continue to apply accrue and shall be payable at the rate per annum specified in Paragraph A above. "Indentures" as used herein shall mean the (i) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to those contracts. Miscellaneous provisions Changes and/or supplements the 12.5% A Discount First Mortgage Notes Due 2004, and (ii) the Indenture, dated as of June 27, 1994, between Maker and The Bank of New York relating to this QAA, including this provision, must be made in writing to be validthe 11% B Discount First Mortgage Notes Due 2009. The failure of Maker to pay any installment of principal or interest or any other amount required form can only by this Note, which failure remains uncured for more than 10 working days after the receipt by Maker of notice from Holder of such nonpayment, shall constitute a "Note Event of Default." Holder shall be entitled during the pendency of a Note Event of Default, by notice to Maker, to declare the entire unpaid principal amount of this Note, and all accrued and unpaid interest thereon immediately due and payable. Presentment for payment, demand, protest and further notice of any kind, are all hereby expressly waived by a declaration Maker. Forbearance by Holder in writing. If and insofar as individual provisions exercising its right to accelerate the maturity of this QAA are Note shall not constitute a waiver of Holder's right to do so at any time with respect to any subsequent Note Event of Default. No cure by Maker shall limit or should become invalid restrict the rights or unfeasibleremedies of Holder as to subsequent Note Events of Default. This Note is a full recourse Note, provided that in no event shall any general or limited partner of Maker have any liability to Holder hereunder. To secure this Note and the remaining provisions obligations of this QAA shall remain unaffected by this. Should any gap Maker to Holder hereunder, Maker hereby grants to Holder a second priority lien anx xxxurity interest in the provisions all rights, title and interest of this QAA requiring completion be discoveredMaker in and to Maker's now owned or hereafter acquired, this shall be regulated in accordance with the discernible wishes created or arising accounts, inventory, equipment, general tangibles, chattel paper, instruments, documents, deposit accounts, monies, assets, personal property and all additions or substitutions thereof and cash and non-cash proceeds of the CONTRACTUAL PARTNERSforegoing ("Collateral"), subject and subordinate in all respects to the security interest granted to the Trustee under the Collateral Documents. This agreement In no event shall the security interest granted hereunder be governed by German law deemed to extend to any property that constitutes real property under exclusion applicable law. From and after, and during the continuance of, a Note Event of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. HoweverDefault, XX. XXXXXXXXX Holder shall be entitled to take legal action at exercise all of the SUPPLIER’s principal place rights and remedies of businessa secured party available under the Uniform Commercial Code of the State of New York for the protection and enforcement of its rights in respect of the Collateral. Supplementary provisions The following provisions in their respective version Anything to the contrary herein notwithstanding, the terms of this Note shall be an integral part construed and applied so as to be consistent with, and not to result in a default by the Maker under, the terms and conditions of the Indentures and the Collateral Documents (defined herein as such term is defined in the Indentures). In the event of any conflict between the terms hereof and the terms of the Indentures or the Collateral Documents, the terms hereof shall be deemed to have been reformed so as to eliminate any such conflict. Notwithstanding any provision to the contrary contained in this Note, the total obligation for payments which are legally regarded as interest shall not exceed the maximum limits imposed by applicable state and federal laws in effect on the date hereof. Maker waives all notices, demands for payment, presentment for payment, notice of dishonor, notice of protest, protest, and diligence in collection as to this Note and as to each, every and all installments hereof, and agrees that the granting to Maker of any extension or extensions of time for the payment of any sum or sums due pursuant to this Note shall not in any way release or affect the liability of Maker. Maker shall pay Holder all sums which are payable pursuant to the terms of this Note without setoff, recoupment or deduction of any kind or for any reason whatsoever. No provision of this Note may be waived, changed, modified, amended or discharged orally; only a written agreement which is signed by the party against whom enforcement of any waiver, change, modification, amendment or discharge is sought shall be effective. This Note shall be governed by, and shall apply supplementary construed and enforced in accordance with, the laws of the State of New York. This Note may not be assigned to this QAA, whereas any person or entity by Holder without the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage express prior written consent of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, Maker.………………….

Xxxxxxxxx. The SUPPLIER XXX, INC.: INDEMNITEE: ------------------------------------- --------------------- Xxxxxx X. Xxxxx Xxxx X. Xxxxxxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "agent" (as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be obliged deemed amended to take out insurance against all risks incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the product liability as indemnity agreements and subsequent review of a determination that an automotive parts supplieragent is not entitled to indemnity, to maintain this insurance the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and to provide evidence neither the failure of this insurance to XX. XXXXXXXXX prior any forum selected pursuant to the conclusion procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the contract andIndemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard defense to the conclusion and evidence indemnitee's claim or create a presumption that the indemnitee has not met any particular standard of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter conduct or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall did not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, particular belief.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged to take out insurance against all risks of During the product liability as an automotive parts supplierRemaining Term, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA you shall continue to be eligible for the Severance Amount, but Section 3.8 of the Employment Agreement shall cease to apply to those contractseffective as of the commencement of the Advisory Term. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions Notwithstanding any other provision of this QAA are or should become invalid or unfeasibleAdvisory Agreement, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discoveredevent that, this shall be regulated in accordance with during the discernible wishes of Advisory Term, your employment is terminated by the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts Company without Cause or you voluntarily terminate your employment for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. HoweverGood Reason, XX. XXXXXXXXX you shall be entitled to take legal action (i) the annual base salary you would have received had you remained employed through May 3, 2019 (the “Advisory Severance Amount”) and (ii) continued participation in the benefits set forth in Sections 3.3 and 3.7 of your Employment Agreement (or at the SUPPLIERCompany’s principal place of business. Supplementary provisions The following provisions discretion, participation in their respective version equivalent benefits obtained by the Company for you that shall be an integral part as close as reasonably possible to those benefits that you receive as of the date of termination) through May 3, 2019 (the “Advisory Severance Benefits”), in each case less all applicable withholding and other applicable taxes and deductions; provided that (x) you execute and deliver to the Company, and do not revoke, a Release and (y) you have not materially breached as of the date of such termination any provisions of your Employment Agreement or this Advisory Agreement and do not materially breach such provisions at any time during the Relevant Period (as defined below). The Company’s obligation to make such payment and to provide such benefits shall be cancelled upon the occurrence of any such material breach and, in the event such payment has already been made or benefits have been provided, you shall repay to the Company such payment and the value of such benefits within 30 days after demand therefor; provided, however, such repayment shall not be required if the Company shall have materially breached your Employment Agreement or this Advisory Agreement prior to the time of your breach. The Advisory Severance Amount shall be paid in cash in a single lump sum on the later of (1) the first day of the month following the month in which such termination occurs and (2) the date the Revocation Period (as defined in the Release) has expired, and the Advisory Severance Benefits shall commence on the date your employment terminates. Notwithstanding anything in this paragraph to the contrary, if a Release is not executed and delivered to the Company within 60 days of such termination of employment (or if such Release is revoked in accordance with its terms), the Advisory Severance Amount shall not be paid and the Advisory Severance Benefits shall terminate. For the avoidance of doubt, (A) you expressly agree that the change in your authority, duties or responsibilities in connection with your transition to Special Advisor shall not constitute “Good Reason” for purposes of this agreement Advisory Agreement and (B) upon the expiration of the Advisory Term, or upon the termination of your employment for Cause or due to the expiration of this Advisory Agreement or by your death or Disability, or by your voluntary termination of your employment hereunder for any reason other than Good Reason, you shall apply supplementary be entitled only to this QAAthe payment of such installments of your annual base salary that have been earned through the date of such expiration and/or termination and, whereas other than in connection with the currently up-to-date versions are enclosed expiration of the Advisory Term, the Company shall provide you and your dependents continued participation in the Company’s health and medical benefits (or at the Company’s discretion, participation in equivalent benefits obtained by the Company for you and your dependents that shall be as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also close as reasonably possible to download other important documentsthose benefits that you and your dependents receive as of the date of termination) through May 3, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, 2019.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged to take out insurance against all risks of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior If to the conclusion Trustee: The Bank of New York Mellon Corporate Trust Division 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxx Xxx Xxxx, XX 00000 Facsimile No.: (000) 000-0000 Attention: Corporate Trust Division The Issuer, any Guarantor or the contract andTrustee, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end others, may designate additional or different addresses for subsequent notices or communications. All notices and communications to the Trustee or any Agent shall be deemed to have been duly given upon actual receipt thereof by such party. All other notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder of a calendar yearGlobal Note will be delivered to the Depositary in accordance with its customary procedures. Any notice or communication to a Holder of a Definitive Note will be mailed by first class mail, unless certified or registered, return receipt requested, or by overnight air courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to give a shorter notice or longer period communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders. Except with respect to the Trustee and the Agents, if a notice or communication is given in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. In respect of notice was agreed upon between this Indenture, the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA Trustee shall not have any effect duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on the continuation behalf of the contracts concluded between party purporting to send such electronic transmission; and the CONTRACTUAL PARTNERS during Trustee shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the application use of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAAelectronic methods, including this provisionany non-secure method, must be made in writing such as, but without limitation, by facsimile or electronic mail, to be valid. The required form can only be waived submit instructions, directions, reports, notices or other communications or information to the Trustee, including without limitation, the risk of the Trustee acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by a declaration in writingthird parties. If the Issuer gives a notice or communication to Holders, it will give a copy to the Trustee and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action each Agent at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, same time.………………….

Xxxxxxxxx. The SUPPLIER shall Lease Agreement was prepared and signed to by The Board and they saw it fit to include an Arbitration Clause. Evidently, parties would be obliged encouraged to take out insurance against all risks seek the route of arbitration therefore costs, expenses and delays (perceived or actual) must have been contemplated. Additionally, the fact that this matter includes these points of law does not preclude arbitration or make it undesirable. Allowing the matter to proceed to arbitration would, far from preventing the just disposal of proceedings, be promoting adherence of the product liability parties to what they have contracted for. (See Xxxxxxxx Xxxx-Xxxx case, paragraph 27). Xx. Xxxxxxx Xxxxxxxx aptly and succinctly summarises the pragmatic approach in the Tri-Star case: “Section 20 of the Arbitration Act provides that the Arbitrator may state in the form of a special case for the opinion of the court, any question of law arising in the course of the reference.” [36] Similarly, if the issues of validity of the lease and the fiduciary duty of the Board arise for determination by the Arbitrator, then it is possible for the points to be stated by way of special case. [37] Justice Xxxxxxxx continues: “There is in any event nothing to preclude the parties appointing an arbitrator with legal training to resolve all questions…it is for all these reasons that I think that the tension (if any) between the principle that parties should be held to their bargain to go to arbitration, and the principle that points of law are best determined by the court, should resolve itself, and xxx, in favour of a stay of proceedings in order for the matter to be arbitrated as an automotive parts supplieragreed.” Disposition [38] In concluding, to maintain this insurance and to provide evidence I am of this insurance to XX. XXXXXXXXX prior the view that the Defendant/Applicant, ARD 2K Electronics Company Ltd., is entitled to the conclusion stay which it has sought. The Claimant/Respondent, Board of Trustees of the contract andKingston Port Workers Superannuation Fund, upon request, at has not satisfied me that there is any time, at least, however, once good or sufficient reason to refuse a year, each in Januarystay. This shall Any anticipated points of law can be done adequately dealt with by submission of a current insurance confirmationthe Arbitrator utilizing prescribed procedures under the Arbitration Act. The same shall apply with regard There is nothing for this court to try or determine having referred the conclusion and evidence of a business liability insurance matter to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, arbitration.………………….

Xxxxxxxxx. The SUPPLIER shall Superintendent's employment during the termof this Agreement may only be obliged terminated forjust cause, inaccordance with the procedures set forth below. Hearing Procedures: Charges against the Superintendent may only be brought by the Board and al such charges shal be inwriting. The Superintendent shal be entitled to take out insurance against all risks xxxxx hearingon said charges, upon at least thirty (30) days notice, before an independent hearing of icer who shal be an at orney at law. The hearing shal be inexecutive or public ses ion, at the option of the product liability as an automotive parts supplierSuperintendent. The hearing of icer may be selected by mutual agreement between the Superintendent and the Board or, in the event no such agreement is reached within fifteen (15) days after the Superintendent's receipt of the writ en charges, a request shal be made to the American Arbitration As ociation, by either partyfor alist of Arbitrators. The Superintendent shal be entitled to due proces protection at such hearing, including but not limited to the right to elect a public or private hearing; to be represented by counsel, to maintain present, cros -examine and subpoena witnes es, to subpoena documents, papers, let ers or other tangible evidence, to have al testimony given under oath, to receive without cost an accurate writ en transcript of the proce dings; andto receive writ en findings of fact andconclusions of law. The hearing o f f ic e r ' s decision shal be final and binding upon the parties, subject to their respective rights to appeal in accordance with law. The District, at its expense, shal provide a certified shorthandorcourt reporter who wil transcribe al proceedings. Any criticisms or complaints which have not been previously forwarded to the Superintendent inaccordance withthe provisions of Paragraph "5"of this insurance and Agreement or charges based upon any al egation which was made known in writing to provide evidence the Superintendent bythe Board more than one (1) year before the charge is filed, shal not be admis ible at such a hearing against the Superintendent. The hearing of this insurance to XXicer shal strike from the writ en charge or charges any such charge made against the Superintendent. XXXXXXXXX prior to The hearing of icer shal , upon the conclusion of the contract andhearing, upon requestprepare and submit a writ en decision, at any time, at leastwhich decision shal include findings of fact and a disposition of each charge. Both the Board and Superintendent shal be bound by the decision of the hearing of icer. Both parties shal , however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard retain their right to appeal the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination decision of the QAA shall hearingof icer to anyforumwithjurisdiction. Ifthe charges against the Superintendent are not have sustained at such hearing or after any effect on appeal therefrom, the continuation Board shal reimburse the Superintendent for her costs and at xxxxx's fees incur ed indefense of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, hearingorappeal therefore.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to take out insurance against all risks Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence second full paragraph of this insurance Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to XX. XXXXXXXXX Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the conclusion Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the contract initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, upon requestin particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any timetime subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at leastthe time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, however, once been providing services for a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve less than thirty six (1236) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….

Xxxxxxxxx. The SUPPLIER shall be obliged Xx the Effective Time, the Surviving Corporation and Mr. XxXxxxxxx xxxl enter into a Deferred Compensation Agreement to take out insurance against all risks replace severance compensation and benefits otherwise payable to Mr. XxXxxxxxx xxxer his existing Executive Severance Agreement which had been entered into by Mr. XxXxxxxxx xx May 14, 1998. Pursuant to such agreement, the Surviving Corporation will credit $1,200,000 to a nonforfeitable deferred compensation account for Mr. XxXxxxxxx. Xxe Surviving Corporation will credit interest on the value of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence account in arrears on the last business day of this insurance to XX. XXXXXXXXX prior each quarter at a rate of interest equal to the conclusion composite "prime rate" as quoted in the Eastern Edition of the contract andWall Street Journal for that day. The account will be paid to Mr. XxXxxxxxx xx five annual installments commencing on the fifth anniversary of the Effective Time; provided that commencement of payments will be accelerated in the event of Mr. XxXxxxxxx'x xxxability, death or termination without cause. In addition, upon requesta change in control of the Surviving Corporation, at the account will be paid to Mr. XxXxxxxxx xx a lump sum. In the event that any timeamount to be paid under the Deferred Compensation Agreement would be an "excess parachute payment" within the meaning of the Code, at least, however, once a year, each in January. This shall then the Surviving Corporation may propose that the payments to be done by submission of a current insurance confirmation. The same shall apply with regard made under the agreement be reduced to the conclusion and evidence minimum extent necessary so that no portion of a business liability insurance such payment, if so reduced, constitutes an excess parachute payment. If Mr. XxXxxxxxx xxxees to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract periodany such reduction, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice interest credited to the end account will be reduced to the minimum extent necessary so that no portion of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing interest to be valid. The required form can only be waived by a declaration in writingpaid, as so reduced, constitutes an excess parachute payment. If and insofar as individual provisions of this QAA are or should become invalid or unfeasibleMr. XxXxxxxxx xxxs not agree to such reduction, then the remaining provisions of this QAA shall remain unaffected by thisSurviving Corporation may accelerate payments to Mr. XxXxxxxxx xx the extent required so that no payment to Mr. XxXxxxxxx xxxer the agreement will constitute an excess parachute payment. Should any gap Mr. XxXxxxxxx xx entitled to receive in the provisions of this QAA requiring completion be discoveredsame manner as provided in Mr. XxXxxxxxx'x Xxxcutive Severance Agreement an additional "gross-up payment" to the extent necessary to offset any federal, this shall be regulated in accordance with state and local income tax, employment tax and excise tax upon the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, excess parachute payment.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to take out insurance against all risks Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence second full paragraph of this insurance Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to XX. XXXXXXXXX Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive on (except as stated in the next sentence) that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the conclusion Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s required release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the contract initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, upon requestin particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any timetime subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at leastthe time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, however, once been providing services for a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve less than thirty six (1236) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….

Xxxxxxxxx. The SUPPLIER shall be obliged 3.01 All the obligations contained in the Xxxxxxxxx (except for Article 6, line 1 of Article 15, Article 36 and Exhibits B and E) conferred and imposed upon Sublessor (as tenant therein) except as modified and amended by this Sublease, are hereby conferred and imposed upon Sublessee with respect to take out insurance against all risks its relationship with Sublessor hereunder. Sublessee covenants and agrees to fully and faithfully perform the terms and conditions of the product liability Xxxxxxxxx and the Sublease on its part to be performed. Sublessee shall not do or cause to be done or suffer or permit any act to be done which would or might cause the Xxxxxxxxx, or the rights of Sublessor as tenant under the Xxxxxxxxx to be endangered, cancelled, terminated, forfeited or surrendered, or which would or might cause Sublessor to be in default thereunder or liable for any damage, claim or penalty. Sublessee agrees, as an automotive parts supplierexpress inducement for Sublessor's executing this Sublease, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract and, upon request, at that if there is any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon conflict between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with Sublease and the discernible wishes provisions of the CONTRACTUAL PARTNERS. This agreement shall Xxxxxxxxx which would permit any act or thing to be governed done which is prohibited by German law under exclusion the Xxxxxxxxx then the provisions of the UN Convention on Contracts Xxxxxxxxx shall prevail. If the Xxxxxxxxx terminates or is terminated for any reason whatsoever (except for gross negligence or willful misconduct of Sublessor as tenant under the Xxxxxxxxx), then this Sublease shall terminate simultaneously therewith without any liability between Sublessor and Sublessee, except such liability accruing pursuant to this Sublease. Notwithstanding the foregoing, in the event termination of the Xxxxxxxxx is solely a result of the acts or omissions of Sublessee, then Sublessee shall pay to Sublessor upon such termination, all rental payments due hereunder for the International Sale balance of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled the term remaining subsequent to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, termination.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged Employer may terminate Executive without Cause during the Contract Period upon four weeks’ prior written notice to take out insurance against all risks Executive, and Executive may resign for Good Reason during the Contract Period, but only in full accordance with the terms of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence second full paragraph of this insurance Section 9a. If Employer terminates Executive’s employment during the Contract Period without Cause or if Executive resigns during the Contract Period for Good Reason in full accordance with the terms of the second full paragraph of this Section 9a, Employer shall, subject to XX. XXXXXXXXX Executive’s full and timely tender of performance under Section 14 of this Agreement, pay to Executive (except as stated in the next sentence) on that date which is ninety (90) days after the termination of his employment a lump sum equal to two (2) times the highest annual compensation, including only salary and cash bonus, paid to Executive during any of the three calendar years immediately prior to the conclusion Change in Control (the “Lump Sum Payment”). If on the date that is 90 days after termination of Executive’s employment, Executive has signed the Company’s require release document, but the time that Executive may revoke the release document has not expired, payment will be made after the time to revoke has expired. Executive may not resign with Good Reason, and shall not be considered to have done so for any purpose of this Agreement, unless (i) Executive, within sixty (60) days of the contract initial existence of the act or failure to act by Employer which Executive believes to constitute “Good Reason” within the meaning of this Agreement, provides Employer with written notice which describes, in particular detail, the act or failure to act which Executive believes to constitute “Good Reason” and identifies the particular clause of Section 1d of this Agreement which Executive contends is applicable to such act or failure to act; (ii) Employer, within thirty (30) days of its receipt of such notice, fails or refuses to rescind such act or remedy such failure to act so as to eliminate “Good Reason” for the termination by Executive of his employment relationship with Employer, and (iii) Executive actually resigns from his employment with Employer on or before that date which is exactly six (6) calendar months after the initial existence of the act or failure to act by Employer which constitutes “Good Reason” within the meaning of this Agreement. If the requirements of the preceding sentence are not fully satisfied on a timely basis, then the resignation by Executive of his employment with Employer shall not be deemed to have been for “Good Reason”; he shall not be entitled to any of the benefits to which he would have been entitled if he had resigned his employment with Employer for “Good Reason”; and, upon requestin particular, Employer shall not be required to pay any amount which would otherwise have been due to Executive under this Section 9 of this Agreement had Executive resigned with “Good Reason”. Employer and Executive acknowledge that any termination of Executive’s employment without Cause or resignation for Good Reason under this Section 9 of this Agreement is intended to qualify as a “Separation from Service” under Section 409A of the Internal Revenue Code and Treasury Regulation Section 1.409A-1(h). Executive and Employer agree that Executive will not, at any timetime subsequent to a termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, as an employee or independent contractor, provide services to Employer or any affiliate of Employer at an annual rate which is more than twenty percent (20%) of the services rendered, on average, during the thirty six (36) full calendar months immediately preceding such termination without Cause or resignation for Good Reason under this Section 9 of this Agreement (or the full period for which Executive provided services to Employer (whether as an employee or as an independent contractor) if Executive has, at leastthe time of termination without Cause or resignation for Good Reason under this Section 9 of this Agreement, however, once been providing services for a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve less than thirty six (1236) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….

Xxxxxxxxx. The SUPPLIER Issuers, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication mailed (or, in the case of Global Notes, sent to the Depositary pursuant to Applicable Procedures) to a Holder shall be obliged sent to take out insurance against all risks the Holder at the Holder’s address as it appears on the registration books of the product liability as an automotive parts supplierRegistrar and shall be sufficiently given if so sent within the time prescribed. Failure to mail or otherwise send a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee receives it. The Trustee agrees to maintain accept and act upon instructions or directions pursuant to this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract andIndenture sent by unsecured e-mail, upon request, at any time, at leastfacsimile transmission or other similar unsecured electronic methods; provided, however, once that (a) the party providing such written instructions, subsequent to such transmission of written instructions, shall provide the originally executed instructions or directions to the Trustee in a yeartimely manner, each in January. This and such originally executed instructions or directions shall be done signed by submission an authorized representative of the party providing such instructions or directions. If the party elects to give the Trustee e-mail or facsimile instructions (or instructions by a current insurance confirmationsimilar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The same Trustee shall apply not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with regard such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract periodTrustee, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to including without limitation the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination risk of the QAA shall not have any effect Trustee acting on unauthorized instructions, and the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived risk or interception and misuse by a declaration in writingthird parties. If and insofar as individual provisions of this QAA are a notice or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap communication is sent in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with manner provided above within the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". Theretime prescribed, it is also possible duly given, whether or not the addressee receives it. If the Issuers send a notice or communication to download other important documentsHolders, such as they will send a copy to the application concession supplier products, if requiredTrustee and each Agent at the same time. Kronach - Neuses, ………………… Musterhausen, .………………….121

Xxxxxxxxx. The SUPPLIER shall be obliged Xxe Company will nominate Mr. Xxxxxxxxx xxx reelection to take out insurance against all risks the Board of Directors at the next annual meeting of shareholders of the product liability as an automotive parts supplierCompany. There will be no obligation of the Company to nominate Mr. Xxxxxxxxx xxx reelection to the Board of Directors after the next annual meeting of shareholders. There will be no rights granted to any party to designate the successor to Mr. Xxxxxxxxx xxxuld he cease being a director of the Company for any reason (whether through voluntary resignation, to maintain this insurance and to provide evidence removal for cause, death or disability). Change of this insurance to XX. XXXXXXXXX Board Control Conditions ....................... The Agreement will identify the following Change of Board Control Conditions that must be satisfied prior to the conclusion Change of Board Control (the date on which the last condition is satisfied or waived is referred to herein as the "Change of Board Control Date"): (i) a settlement agreement must have been entered into among the named parties to the class action lawsuit (the "Class Action Lawsuit") pending against the Company on terms reasonably acceptable to Casex (Xxsex xxxdition); (ii) the Company must have in place directors and officers insurance coverage on terms acceptable to Casex (Xxsex condition); (iii) the Autonomy Agreement (described below) must have been rescinded (Casex xxxdition); (iv) the Supermajority Bylaw Provision (described below) must have been rescinded (Casex xxxdition); (v) the consent or agreement of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve Cohex Group (12defined below) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination approving of the QAA shall not have any effect on increase in the continuation authorized number of shares of the contracts concluded between Company's Common Stock must have been obtained (Casex xxx Company Condition); (vi) the CONTRACTUAL PARTNERS during Casex Xxxrd Designee and any new executive officers identified by the application New Board to have positions with the Company or NTC immediately following the Change of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, Board Control (who must be made identified in the Information Statement referred to in item (viii) below) must have been disclosed to, and approved by, the Current Board, such approval not to be unreasonably withheld (Company condition); (vii) WorldCom must have informed NTC in writing of WorldCom's withdrawal of its notice of intent to disconnect services and be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions on such terms with NTC that are satisfactory to Mr. Xxxxx (Xxsex xxxdition); (viii) the ten-day waiting period following mailing of this QAA are or should become invalid or unfeasible, an Information Statement (the remaining provisions "Information Statement") pursuant to Rule 14f-1 under the Securities Exchange Act of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods 1934 must have lapsed (CISGCasex xxx Company condition). The exclusive place of jurisdiction shall Agreement will provide for a date that the conditions are anticipated to be Coburg. Howeversatisfied, XX. XXXXXXXXX shall be entitled after which the Company or Mr. Xxxxx xxx elect to take legal action at terminate the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, Agreement.………………….

Xxxxxxxxx. The SUPPLIER “Subrogation Claims” shall mean the subrogation claims, if any, held by insurers under the D&O Policies. “Unknown Claims” shall mean any Released Claim, as defined herein, that any Releasor, as defined herein, does not know or suspect to exist in his, her or its favor at the time of giving the release in this Agreement that if known by him, her or it, might have affected his, her or its settlement and release in this Agreement. With respect to any and all Released Claims, each Releasor shall expressly waive or be deemed to have waived, and by operation of the Approval Order shall have waived the provisions, rights and benefits of California Civil Code § 1542 (to the extent it applies herein), which provides: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTORS. Each Releasor expressly waives, and shall be obliged deemed to take out insurance against all risks have waived, and by operation of the product liability as an automotive parts supplierApproval Order shall have waived any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law or foreign law, that is similar, comparable or equivalent in effect to maintain this insurance and California Civil Code § 1542. The Releasors may hereafter discover facts in addition to provide evidence or different from those that any of this insurance them now knows or believes to XX. XXXXXXXXX prior be true with respect to the conclusion subject matter of the contract andReleased Claims, but each Releasor shall expressly have and shall be deemed to have, and by operation of the Approval Order shall have fully, finally and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, that now exist or heretofore have existed, upon requestany theory of law or equity now existing or coming into existence in the future, at including conduct that is negligent, 9 reckless, intentional, with or without malice, or a breach of any timeduty, at leastlaw or rule, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with without regard to the conclusion subsequent discovery or existence of such different or additional facts. Each Releasor acknowledges and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract perioddeemed to have acknowledged, termination This QAA shall come into force upon signature and by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination operation of the QAA Approval Order shall not have any effect on acknowledged, that the continuation foregoing waiver was separately bargained for and a key element of the contracts concluded between the CONTRACTUAL PARTNERS during the application settlement of which this QAArelease is a part. The terms of this QAA “Xxxxxxxx” shall continue to apply to those contractsmean Xxxxxx X. Xxxxxxxx, Xx. Miscellaneous provisions Changes and/or supplements to this QAA“WMI Entities” shall mean WMI, including this provisionWMILT, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If WMIIC, together with their present and insofar as individual provisions of this QAA are or should become invalid or unfeasibleformer subsidiaries, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discoveredaffiliates, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. Howeversuccessors and assigns, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAAincluding, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". Therewithout limitation, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, WMI Holdings Corp. Section 1.3.………………….

Xxxxxxxxx. The SUPPLIER XXX, INC.: INDEMNITEE: -------------------------------------- ---------------------------- Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx III Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. ------------------------ 00000 Xxxxxxx Xxxxx Road ------------------------ Westlake Village, CA 91362 ------------------------ Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "agent" (as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be obliged deemed amended to take out insurance against all risks incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the product liability as indemnity agreements and subsequent review of a determination that an automotive parts supplieragent is not entitled to indemnity, to maintain this insurance the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and to provide evidence neither the failure of this insurance to XX. XXXXXXXXX prior any forum selected pursuant to the conclusion procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the contract andIndemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard defense to the conclusion and evidence indemnitee's claim or create a presumption that the indemnitee has not met any particular standard of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter conduct or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall did not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, particular belief.………………….

Xxxxxxxxx. The SUPPLIER Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): HSBC SECURITIES (USA) INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement Accepted as of the date hereof (with respect to, but subject to the terms of, Pricing Agreements to which the undersigned is or is deemed to be a signatory): XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and as a Representative of the several Underwriters named in Schedule I to the applicable Pricing Agreement ANNEX I FORM OF PRICING AGREEMENT _____________, 2022 As Representative[s] of the several Underwriters named in Schedule I hereto c/o ____________________ Ladies and Gentlemen: WALMART INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated __________, 2022, (the “Underwriting Agreement”), between the Company, on the one hand, and you, as parties which are signatories or deemed to be signatories to the Underwriting Agreement, on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be obliged deemed to take out insurance against all risks be a part of this Pricing Agreement to the same extent as if such provisions were set forth in full herein; and each of the product liability representations and warranties set forth therein shall be deemed to have been made at and as an automotive parts supplier, to maintain this insurance and to provide evidence of the date of this insurance to XX. XXXXXXXXX prior Pricing Agreement, except that each representation and warranty in Section 2 of the Underwriting Agreement that refers to the conclusion Pricing Prospectus or the Prospectus shall be deemed to be a representation or warranty as of the contract and, upon request, at any time, at least, however, once a year, each date of the Underwriting Agreement in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard relation to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice Pricing Prospectus or the Prospectus to the end of fullest extent applicable and also a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination representation and warranty as of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application date of this QAAPricing Agreement in relation to the Pricing Prospectus or the Prospectus relating to the Designated Securities. The terms of this QAA shall continue Each reference to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If the Representatives herein and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this the Underwriting Agreement so incorporated by reference shall be regulated deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Prospectus (including a prospectus supplement relating to the Designated Securities), in all material respects in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with the discernible wishes your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the CONTRACTUAL PARTNERSUnderwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. This agreement Very truly yours, WALMART INC. By: Name: Title: Accepted as of the date hereof: [NAME OF REPRESENTATIVE] By: Name: Title: [[NAME OF REPRESENTATIVE] By: Name: Title: ] For themselves and as Representative[s] of the several Underwriters named in Schedule I hereto SCHEDULE I Underwriter Principal Amount of Designated Securities to be Purchased $ TOTAL $ SCHEDULE II TITLE OF DESIGNATED SECURITIES: ________________ due _________________ (the “Designated Securities”). AGGREGATE PRINCIPAL AMOUNT: ____________ of the Designated Securities. PRICE TO PUBLIC: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _________________. PURCHASE PRICE TO UNDERWRITERS: __% of the principal amount of the Designated Securities, plus accrued interest, if any, from _____________________; and the selling concession shall be governed by German law under exclusion __% and the reallowance concession shall be __%, in each case of the UN Convention on Contracts for principal amount of the International Sale Designated Securities. INDENTURE: Indenture, dated as of Goods (CISG)July 19, 2005, as supplemented by the First Supplemental Indenture, dated as of December 1, 2006, the Second Supplemental Indenture, dated as of December 19, 2014, and the Third Supplemental Indenture, dated as of June 26, 2018, each between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….MATURITY:

Xxxxxxxxx. The SUPPLIER XXX, INC.: INDEMNITEE: ------------------------------ ------------------- Xxxxxx X. Xxxxx W. Xxxxxxx Xxxx Senior Vice President/General Counsel Addresses for notice: Xxxxxxxxx.xxx, Inc. -------------------------- 00000 Xxxxxxx Xxxxx Road ------------------------ Xxxxxxxx Xxxxxxx, XX 00000 ---------------------- Attn: Chief Executive Officer With a copy to: Xxxxxxxxx.xxx, Inc. 00000 Xxxxxxx Xxxxx Road Westlake Village, CA 91362 Attn: General Counsel EXHIBIT B-1 INDEMNIFICATION RESOLUTIONS TO BE ADOPTED ----------------------------------------- BY THE BOARD OF DIRECTORS OF HOMESTORE -------------------------------------- RESOLVED, that the indemnification and reimbursement provided by the existing indemnity agreements entered into between the Corporation and its directors and officers is intended to, and shall, apply in circumstances where the "agent" (as defined in the agreement) is or is threatened to be a witness or otherwise is or is preparing to be a participant in a proceeding; FURTHER RESOLVED, that the scope of indemnification under the indemnity agreements is intended to be to the maximum extent permitted by applicable law, and if the law regarding the standards under Delaware law for entitlement to indemnification (currently believed to be that the person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful) shall permit broader contractual indemnification, the agreements shall be obliged deemed amended to take out insurance against all risks incorporate such broader indemnification; and FURTHER RESOLVED, that for purposes of the product liability as indemnity agreements and subsequent review of a determination that an automotive parts supplieragent is not entitled to indemnity, to maintain this insurance the termination of any proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by the indemnity agreement or applicable law; and to provide evidence neither the failure of this insurance to XX. XXXXXXXXX prior any forum selected pursuant to the conclusion procedures described in the indemnity agreement to have made a determination as to whether the indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by any such selected forum (other than a court with jurisdiction over the contract andIndemnitee) that the indemnitee has not met such standard of conduct or the judicial determination that the indemnitee should be indemnified under the indemnity agreement or applicable law, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard defense to the conclusion and evidence indemnitee's claim or create a presumption that the indemnitee has not met any particular standard of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter conduct or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall did not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, particular belief.………………….

Xxxxxxxxx. The SUPPLIER shall be obliged A. For all “layoffs” (severance of employment without the intent to take out insurance against replace the Employee dismissed), all risks discharges for “incompetence,” as hereinafter referred to in Paragraph E hereof, and all discharges for “cause,” as hereinafter referred to in Paragraph C hereof, the Company agrees to notify the Union before officially notifying the Employee concerned of the product liability as an automotive parts supplier, to maintain this insurance proposed termination (except in the case of News Desk Associates employed by the Company in Chicago with less than ninety (90) days service who are on probation and to provide evidence of this insurance to XXwho may be terminated for cause). XXXXXXXXX prior Where such notification to the conclusion Union has been oral, it will be confirmed in writing. At the Union’s request the Company agrees to meet immediately with the Union to discuss the question, and, if no agreement can be reached at such meeting, the Union shall have the right to meet with the immediate super- visor of the contract andEmployee concerned, upon requesthis/her acting department head, and/or such Company executives as the Company has designated, for the purpose of discussing the situation; pro- vided that such meetings are held not later than fourteen (14) calendar days from the date the Union has been notified of the proposed termination, unless the Company has been unable to meet with the Union as requested within such fourteen (14) calendar days. The Employee may not be severed from the payroll sooner than fourteen (14) calendar days from the date the Union was first notified, unless the Union consents to such earlier sever- ance, but may be severed at any timetime on or after the end of such fourteen (14) calendar days unless the Company has agreed otherwise, at least, however, once a year, each or unless the Company has occasioned the delay in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERSmeeting beyond such fourteen (14) calendar days. It is concluded understood that with respect to “layoffs” and discharges for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….“

Xxxxxxxxx. The SUPPLIER shall xxx and each of its subsidiaries have withheld with respect to its employees all federal and state income Taxes, Taxes pursuant to the Federal Insurance Contribution Act ("FICA"), Taxes pursuant to the Federal Unemployment Tax Act ("FUTA") and other Taxes required to be obliged withheld. (iii) There is no material Tax deficiency outstanding, proposed or assessed against xxxxxxxxx.xxx or any of its subsidiaries, nor has xxxxxxxxx.xxx or any of its subsidiaries executed any unexpired waiver of any statute of limitations on or extending the period for the assessment or collection of any Tax that is still in effect. (iv) No audit or other examination of any Return of xxxxxxxxx.xxx or any of its subsidiaries by any Tax authority is presently in progress, nor has xxxxxxxxx.xxx or any of its subsidiaries been notified of any request for such an audit or other examination. (v) No adjustment of Tax relating to take out insurance against all risks any Returns filed by xxxxxxxxx.xxx or any of its subsidiaries has been proposed in writing formally or informally by any Tax authority to xxxxxxxxx.xxx or any of its subsidiaries or any representative thereof. (vi) Neither xxxxxxxxx.xxx nor any of its subsidiaries has any liability for unpaid Taxes which has not been accrued for or reserved on the xxxxxxxxx.xxx Balance Sheet, whether asserted or unasserted, contingent or otherwise, which is material to xxxxxxxxx.xxx, other than any liability for unpaid Taxes that may have accrued since the date of the product liability as an automotive parts supplier, to maintain this insurance and to provide evidence of this insurance to XX. XXXXXXXXX prior to xxxxxxxxx.xxx Balance Sheet in connection with the conclusion operation of the contract andbusiness of xxxxxxxxx.xxx and its subsidiaries in the ordinary course. (vii) There is no contract, upon requestagreement, at any time, at least, however, once plan or arrangement to which xxxxxxxxx.xxx is a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAAparty, including this provision, must be made in writing but not limited to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion Agreement and the agreements entered into in connection with this Agreement, covering any employee or former employee of xxxxxxxxx.xxx or any of its subsidiaries that, individually or collectively, would be discoveredreasonably likely to give rise to the payment of any amount that would not be deductible pursuant to Sections 280G, this shall be regulated in accordance with the discernible wishes 404 or 162(m) of the CONTRACTUAL PARTNERSCode. This (viii) Neither xxxxxxxxx.xxx nor any of its subsidiaries has filed any consent agreement shall be governed by German law under exclusion Section 341(f) of the UN Convention on Contracts for Code or agreed to have Section 341(f)(2) of the International Sale Code apply to any disposition of Goods a subsection (CISG)f) asset (as defined in Section 341(f)(4) of the Code) owned by xxxxxxxxx.xxx. The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….9

Xxxxxxxxx. The SUPPLIER shall be obliged to take out insurance against all risks Name: Xxxxx X. XxXxxxxxx Title: Chief Financial Officer EXHIBIT M-2 TO THE CREDIT AGREEMENT AS SEPARATELY EXECUTED PARENT GUARANTOR SOLVENCY CERTIFICATE IRON AGE HOLDINGS CORPORATION I, Xxxxx X. XxXxxxxxx, Chief Financial Officer of Iron Age Holdings Corporation, a Delaware corporation (the "Parent Guarantor") hereby certify that ---------------- I am the Chief Financial Officer of the product liability Parent Guarantor and that I am duly authorized to execute this Solvency Certificate on behalf of the Parent Guarantor, which is hereby delivered pursuant to Section 3.01(k)(xv) of the Credit Agreement dated as an automotive parts supplierof April 24, 1998 (as amended, supplemented or otherwise modified from time to maintain this insurance time, the "Credit Agreement") among Iron Age ---------------- Corporation, a Delaware corporation, the Parent Guarantor, the Lender Parties from time to time party thereto and to provide evidence Banque Nationale de Paris, as Swing Line Bank and as Agent for the Lender Parties. Unless otherwise defined herein, capitalized terms defined in the Credit Agreement are used herein as therein defined. I further certify that I am familiar with the properties, businesses, assets, finances and operations of the Parent Guarantor and its Subsidiaries and have carefully reviewed the Transaction Documents and the contents of this insurance to XXSolvency Certificate and, in connection herewith, I have reviewed such other documentation and information and I have made such investigation and inquiries as I deem necessary and prudent therefor. XXXXXXXXX prior to the conclusion I further certify, on behalf of the contract andParent Guarantor, upon request, at any time, at least, however, once a year, each that the financial information and assumptions that underlie and form the basis for the representations and certifications made in January. This shall this Solvency Certificate were reasonable when made and were made in good faith and continue to be done by submission reasonable as of a current insurance confirmationthe date hereof. The same shall apply Parent Guarantor understands that the Agent, the Lender Parties and the Hedge Banks are relying upon the truth and accuracy of this Solvency Certificate in connection with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extenttransactions contemplated by the Loan Documents. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract periodI do hereby further certify, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination on behalf of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAAParent Guarantor, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writing. If and insofar as individual provisions of this QAA are or should become invalid or unfeasible, the remaining provisions of this QAA shall remain unaffected by this. Should any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX shall be entitled to take legal action at the SUPPLIER’s principal place of business. Supplementary provisions The following provisions in their respective version shall be an integral part of this agreement and shall apply supplementary to this QAA, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on the supplier portal "FTAPI". There, it is also possible to download other important documents, such as the application concession supplier products, if required. Kronach - Neuses, ………………… Musterhausen, .………………….that:

Xxxxxxxxx. The SUPPLIER Landlord shall be obliged indemnify and agrees to take fully defend, save and hold harmless on an after-tax basis Tenant and any of its officers, directors, employees, stockholders, advisors, representatives, agents and Affiliates (as defined in the SPA)(each a "UAG Indemnified Party"), if a UAG Indemnified Party shall at any time or from time to time suffer any Costs (as hereinafter defined) arising, directly or indirectly, out insurance of or resulting from, or shall pay or become obligated to pay any sum on account of any untruth or inaccuracy in any representation or warranty of Landlord provided herein and upon notice from a UAG Indemnified Party, Landlord agrees to defend, contest or otherwise protect such UAG Indemnified Party against third party claims at its sole cost and expense and otherwise pay all risks of Costs. Each UAG Indemnified Party shall have the product liability as an automotive parts supplierright, but not the obligation, to maintain this insurance and to provide evidence participate at its own expense in the defense thereof by counsel of this insurance to XX. XXXXXXXXX prior to the conclusion of the contract and, upon request, at any time, at least, however, once a year, each in January. This shall be done by submission of a current insurance confirmation. The same shall apply with regard to the conclusion and evidence of a business liability insurance to an adequate and appropriate extent. The evidence shall be submitted to: xxxxxxx@xx-xxxxxxxxx.xxx. Contract period, termination This QAA shall come into force upon signature by both CONTRACTUAL PARTNERS. It is concluded for an indefinite period of time and may be terminated by every CONTRACTUAL PARTNER’s subject to a written twelve (12) months’ prior notice to the end of a calendar year, unless a shorter or longer period of notice was agreed upon between the CONTRACTUAL PARTNERS for a specific project. The shorter or longer period of notice shall apply in such a case. The termination of the QAA shall not have any effect on the continuation of the contracts concluded between the CONTRACTUAL PARTNERS during the application of this QAA. The terms of this QAA shall continue to apply to those contracts. Miscellaneous provisions Changes and/or supplements to this QAA, including this provision, must be made in writing to be valid. The required form can only be waived by a declaration in writingits choice. If and insofar as individual provisions of this QAA are Landlord fails timely to defend, contest or should become invalid or unfeasibleotherwise protect against any third party claim, the remaining provisions of this QAA UAG Indemnified Party shall remain unaffected by this. Should have the right to do so including, without limitation, the right to make any gap in the provisions of this QAA requiring completion be discovered, this shall be regulated in accordance with the discernible wishes of the CONTRACTUAL PARTNERS. This agreement shall be governed by German law under exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction shall be Coburg. However, XX. XXXXXXXXX compromise or settlement thereof and each UAG Indemnified Party shall be entitled to take legal action at recover the SUPPLIER’s principal place entire Costs thereof from Landlord including, without limitation, attorney's fees, disbursements and amounts paid (or of businesswhich the UAG Indemnified Party has become obligated to pay) as the result of any third party claim. Supplementary provisions The following provisions in their respective version Failure by Landlord to notify the UAG Indemnified Party of its election to defend any third party claim within fifteen (15) days after notice thereof shall have been given to Landlord, shall be deemed a waiver by Landlord of its right to defend the third party claim. If Landlord assumes the defense of the particular third party claim, Landlord shall not consent to entry of any judgment or enter into any settlement, except with the written consent of the affected UAG Indemnified Party. In addition, Landlord shall not enter into any settlement of any third party claim which does not include as an integral part unconditional term thereof the giving by the claimant to the UAG Indemnified Party a full release from all liability in respect of this agreement such third party claim. Notwithstanding the foregoing, Landlord shall not be entitled to control, and the UAG Indemnified Party shall apply supplementary be entitled to this QAAhave sole control over, whereas the currently up-to-date versions are enclosed as attachment with this QAA. Customer-specific requirements - quality (Annex 1) The respectively current terms are available on defense or settlement of any third party claim to the homepage of XX. XXXXXXXXX: xxx.xx-xxxxxxxxx.xxx on extent the supplier portal "FTAPI". Therethird party claim seeks an order, it is also possible to download injunction or other important documents, such as equitable relief against the application concession supplier productsUAG Indemnified Party which, if requiredsuccessful, could materially interfere with the business, operations, assets, condition (financial or otherwise) or prospects of the UAG Indemnified Party. Kronach - Neuses, ………………… Musterhausen, .………………….In