SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated October 3, 2018Limited Liability Company Agreement • February 6th, 2019 • General Motors Co • Motor vehicles & passenger car bodies • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT for GM Cruise Holdings LLC (the “Company”), dated as of October 3, 2018, is entered into by and among the Company, General Motors Holdings LLC, a Delaware limited liability company (“GM”), SB Investment Holdings (UK) Limited (“SoftBank”), Honda Motor Co., Ltd., a Japanese company (“Honda”), and any and all Persons who are Members as of the date hereof or who hereafter become Members. Certain capitalized terms used herein are defined in Appendix I.
GM Cruise Holdings LLC Stock Option Award AgreementStock Option Award Agreement • February 6th, 2019 • General Motors Co • Motor vehicles & passenger car bodies • Delaware
This Award Agreement describes the details under which you (“you” or the “Participant”) are being granted a Stock Option Award (the “Option”) consisting of an option to acquire [l] Class B Common Shares of GM Cruise Holdings LLC, a Delaware limited liability company (the “Company”), under the 2018 Employee Incentive Plan (as amended from time to time, the “Plan”).
GM Cruise Holdings LLC Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 6th, 2019 • General Motors Co • Motor vehicles & passenger car bodies • Delaware
This Award Agreement describes the details under which you (“you” or the “Participant”) are being granted a Restricted Stock Unit Award (the “RSU”) under the 2018 Employee Incentive Plan (as amended from time to time, the “Plan”).
PURCHASE AGREEMENTPurchase Agreement • February 6th, 2019 • General Motors Co • Motor vehicles & passenger car bodies • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 3, 2018, by and between GM Cruise Holdings LLC, a Delaware limited liability company (the “Company”), and Honda Motor Co., Ltd., a Japanese company (“Buyer”). Certain capitalized terms have the meanings set forth in Section 7.13.
