65% Uses in Equity clawback Clause

Equity clawback from Supplemental Indenture

SIXTH SUPPLEMENTAL INDENTURE, dated as of May 31, 2013 (this Supplemental Indenture), to the Indenture, dated as of April 1, 1998, as supplemented by a First Supplemental Indenture, dated as of July 7, 2000, a Second Supplemental Indenture, dated as of July 6, 2004, a Third Supplemental Indenture, dated as of June 23, 2006, a Fourth Supplemental Indenture, dated as of March 3, 2010, and a Fifth Supplemental Indenture, dated as of May 23, 2013, between Meritor, Inc., an Indiana corporation (Meritor or the Company) (successor to Meritor Automotive, Inc.), having its principal office at 2135 West Maple Road, Troy, Michigan 48084-7186, and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), a national association, as Trustee (the Trustee), having its corporate trust office at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (as so supplemente

Equity clawback. Prior to June 15, 2016, the Company may redeem, at its option, from time to time, up to 35% of the aggregate principal amount of the Notes issued on May 31, 2013 with the net cash proceeds of one or more public sales of the Companys common stock at a Redemption Price calculated by the Company equal to 106.75% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record of the Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) on the Notes to be redeemed; provided that at least 65% of the aggregate principal amount of Notes originally issued on May 31, 2013 remains Outstanding after each such redemption and notice of any such redemption is mailed within 90 days of any such sale of common stock.

Equity clawback from Supplemental Indenture

FOURTH SUPPLEMENTAL INDENTURE, dated as of March 3, 2010 (this Supplemental Indenture), to the Indenture, dated as of April 1, 1998, as supplemented by a First Supplemental Indenture, dated as of July 7, 2000, a Second Supplemental Indenture, dated as of July 6, 2004, and a Third Supplemental Indenture, dated as of June 23, 2006, between ArvinMeritor, Inc., an Indiana corporation (ArvinMeritor or the Company) (successor to Meritor Automotive, Inc.), having its principal office at 2135 West Maple Road, Troy, Michigan 48084-7186, and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), a national association, as Trustee (the Trustee), having its corporate trust office at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602 (as so supplemented, the Indenture).

Equity clawback. Prior to March 15, 2013, the Company may redeem, at its option, from time to time, up to 35% of the aggregate principal amount of the Notes issued on March 3, 2010 with the net cash proceeds of one or more public sales of the Companys common stock (excluding the common stock offered concurrently with the Notes and issued by the Company on or after March 3, 2010 in an underwritten public offering) at a Redemption Price calculated by the Company equal to 110.625% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record of the Notes on the relevant Regular Record Date to receive interest due on an Interest Payment Date that is on or prior to the Redemption Date) on the Notes to be redeemed; provided that at least 65% of the aggregate principal amount of Notes originally issued on March 3, 2010 remains Outstanding after each such redemption and notice of any such redemption is mailed within 90 days of any such sale of common stock.