Common use of Procedure for Exercise Clause in Contracts

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

Procedure for Exercise. Warrants may be exercised by surrendering In order to exercise this Warrant in whole or in part, the registered Warrantholder shall complete the attached Subscription Form and deliver this Warrant Certificate evidencing such Warrant at to the principal office Company, together with cash in an amount equal to the aggregate Purchase Price of the shares of the Stock then being purchased, at its office or agency provided for in Section 2. The exercise of this Warrant Agent (or successor warrant agent)shall be deemed to have been effected, and the Purchase Price and the number of shares of the Stock issuable in connection with such exercise shall be determined, as of the Exercise Notice set forth close of business on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) business day prior to the date on which the last to be delivered of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or such completed Subscription Form and all other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries items required to be delivered in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants (the “Warrants”) specified above (such number subject to adjustment from time to time as described in the Warrant Agreement). In connection with such exercise by the exercise registered Warrantholder hereof pursuant to Section 5.B shall have been delivered at such office or agency. Upon receipt of any Warrantssuch Subscription Form and other items, (a) the Company shall determine the Full Physical Share Amount or Net Share Amount, as applicable, for each Warrant, and (b) the Company shall, as promptly as practicable and in any event within five days thereafter, execute or shall cause the Warrant Agent to, to be executed and deliver to said Warrantholder a certificate or certificates representing the exercising Beneficial Owner, on the applicable Settlement Date, for each Warrant exercised, a aggregate number of shares of Common the Stock equal specified in such Form. Each Stock certificate so delivered shall be in such denomination as may be requested by the registered Warrantholder and shall be registered in the name of said Warrantholder or such other name as shall be designated by said Warrantholder, and, to the relevant Full Physical Share Amount or Net Share Amountextent permitted by law, as applicable, together with Cash the person in lieu whose name any such Stock certificate shall be issuable upon such exercise shall be deemed to have become the holder of any fractional shares or fractional Warrants as described in the Warrant Agreement. Prior to the relevant Exercise Date as described more fully in the Warrant Agreement, subject to Section 5.01 record of the shares represented thereby as of the time when the exercise of this Warrant Agreementwith respect to such shares shall be deemed to have been effected. If this Warrant shall have been exercised only in part, Warrants will not entitle the Global Company shall, at its expense at the time of delivery of said Stock certificate or certificates, deliver to such holder a new Warrant Holder to any of like tenor evidencing the rights of such holder to purchase the holders of remaining shares of Common Stockthe Stock covered by this Warrant. Reference is hereby made The Company shall pay all taxes, other expenses and charges payable in connection with the preparation, execution and delivery of Stock certificates pursuant to this Section 4, except that, in case such Stock certificates shall be registered in a name or names other than the name of the registered holder of this Warrant, funds sufficient to pay all stock transfer taxes which shall be payable upon the execution and delivery of such Stock certificate or certificates shall be paid by the registered holder of this Warrant to the further provisions Company at the time of this Global Warrant Certificate set forth on delivery of such Stock certificates to the reverse hereof, and such further provisions shall for all purposes have the same effect Company as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governmentioned above.

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

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

Procedure for Exercise. Warrants may be exercised by surrendering If Tenant wishes to exercise Tenant’s First Right with respect to the Warrant Certificate evidencing such Warrant at First Right Space described in the principal office First Right Notice (or any designated configuration thereof described in the First Right Notice), then within 10 Business Days of delivery of the Warrant Agent (or successor warrant agent)First Right Notice to Tenant, with the Exercise Notice set forth on the reverse of the Warrant Certificate duly completed and executed. EXPIRATION DATE: The earlier of (i) February 28, 2021 and (ii) the date of consummation of (A) any Qualified Asset Sale, (B) the sale, lease, conveyance or other transfer of all or substantially all of the consolidated assets of the Company and its Subsidiaries in one transaction or a series of related transactions to any Person that is not a Qualified Asset Buyer or (C) any Excepted Combination. This Global Warrant Certificate certifies that: Cede & Co., or its registered assigns, is the Global Warrant Holder of the Number of Warrants Tenant shall deliver notice (the “WarrantsFirst Right Exercise Notice”) specified above to Landlord of Tenant’s election to exercise its First Right with respect to the entire First Right Space described in the First Right Notice (such number or any designated configuration thereof described in the First Right Notice) on the First Right Economic Terms and this Section 11. If Tenant does not deliver the First Right Exercise Notice to Landlord within the 10 Business Day notice period described above, then Landlord shall be free (subject to adjustment the later provisions of this Section 11(c)) at any time and from time to time as thereafter to lease any or all of the space described in the Warrant AgreementFirst Right Notice to the Prospect on economic terms that are not materially more favorable to the Prospect than those set forth in the First Right Notice, within a period of 150 days commencing upon the expiration of the applicable period described above (any lease of such space to a such Prospect executed within such time period shall be referred to herein as an “Intervening Lease”). As used herein, the economic terms shall be deemed “materially more favorable” to the tenant if the net effective rental rate is less than 93% of the net effective rental rate proposed by Landlord in the First Right Notice. In connection determining the net effective rental rate for purposes of the foregoing sentence, the base rent, allowances, rent increases, parking charges, concessions, Landlord construction obligations and rent commencement date shall be factored in, with equitable adjustments by Landlord to account for any differing lengths of term. If Landlord fails to lease the exercise First Right Space to the Prospect within such 150-day period as provided above, or if Landlord intends to lease the First Right Space to the Prospect during such 150-day period on economic terms materially more favorable to the Prospect, then the provisions of any Warrantsthis Section 11 shall again apply with respect to a proposed lease by Landlord to a third party of the First Right Space (when and if all or a portion of such First Right Space again becomes Available); provided, however, that Tenant shall respond to a First Right Notice with respect to a proposed lease on materially more favorable terms within 5 Business Days and the terms upon which Tenant accepts or rejects such First Right Space shall be the more favorable terms proposed (a) the Company shall determine the Full Physical Share Amount or Net Share Amountbut with a pro-rata reduction, as applicableequitably determined by Landlord, for each Warrantin any tenant improvement allowance and other concessions based on the remaining term of this Amendment). Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its First Right, if at all, with respect to all of the First Right Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease a portion thereof (b) except that, with respect to First Right Space set forth in an First Right Notice, Tenant may elect to lease less than all of the Company shallFirst Right Space, or shall cause provided that Tenant may not elect to lease less than all of a particular leasable configuration of such space as designated, if any, by Landlord in the Warrant Agent to, deliver First Right Notice). If Landlord has designated configurations with respect to the exercising Beneficial OwnerFirst Right Space, and if Tenant elects to exercise its First Right on the applicable Settlement Datea designated configuration only, for each Warrant exercised, a number of shares of Common Stock equal as opposed to the relevant Full Physical Share Amount entire First Right Space set forth in the First Right Notice, then Landlord shall be free (subject to the later provisions hereof) at any time and from time to time thereafter to lease any or Net Share Amount, as applicable, together with Cash in lieu all of any fractional shares or fractional Warrants as the remaining space described in the Warrant Agreement. Prior First Right Notice to the relevant Exercise Date as Prospect and Tenant’s First Right shall terminate with respect to the remaining First Right Space described more fully in the Warrant AgreementFirst Right Notice until such time as such First Right Space once again become Available. Notwithstanding anything to the contrary contained herein, subject Tenant must elect to Section 5.01 exercise its First Right, if at all, with respect to all, and not a portion, of the Warrant AgreementFirst Right Space (or designated configurations, Warrants will if any) offered by Landlord to Tenant at any particular time; provided, however, that if (and only if) Tenant shall during the 10 Business Day notice period described above deliver to Landlord a notice (the “Desired Portion Offer Notice”) specifying that Tenant does not entitle desire to lease the Global Warrant Holder First Right Space (or any designated configuration) described in the First Right Notice, but offering instead to lease a specific portion (the “Desired Portion”) of the First Right Space (or any designated configuration) described in the First Right Notice and describing such Desired Portion with particularity, then Landlord may elect, at its option, to accept Tenant’s offer to lease the Desired Portion by notice to Tenant (the “Desired Portion Acceptance Notice”) within 10 Business Days after receipt of the Desired Portion Offer Notice (in which case, Landlord shall be deemed to have offered the Desired Portion as a designated configuration as part of its First Right Notice, and Tenant shall be deemed to have timely elected to exercise its First Right on only such designated configuration). If Landlord does not timely deliver the Desired Portion Acceptance Notice, Landlord shall be deemed to have rejected Tenant’s offer to lease the Desired Portion; in such case, however, if Landlord shall thereafter decide to offer to enter into an Intervening Lease with the Prospect or any third party of space consisting essentially of just the Desired Portion (as opposed to an Intervening Lease of part of the Desired Portion or an Intervening Lease of space in which the Desired Portion is a part), Landlord shall re-offer the Desired Portion to Tenant in accordance with the terms of this Section 11 (and Tenant shall deliver the First Right Exercise Notice, if at all, in response to any such re-offer of the rights of the holders of shares of Common Stock. Reference is hereby made to the further provisions of this Global Warrant Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This Global Warrant Certificate shall not be valid unless countersigned Desired Portion by the Warrant Agent. In the event of any inconsistency between the Warrant Agreement and this Global Warrant Certificate, the Warrant Agreement shall governLandlord within 10 Business Days).

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

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

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

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

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

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

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

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

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

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

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

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

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