AMENDED EXHIBIT a (Allocation Schedule)

Home , AvtoVAZ, Beijing Benz, BMW Brilliance, Changan Mazda, Changan PSA, Chery Jaguar Land Rover

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 1 of 127 Pg ID 2244

AMENDED EXHIBIT A (Allocation Schedule)

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 2 of 127 Pg ID 2245 Takata Corp $850m DOJ OEM Restitution Fund Distribution Amounts As of March 30, 2018 DOJ Payment Allocation Distribution Percentage Amount (in USD) Consenting OEMs AB Volvo 0.0262715% $215,417.97 Anhui Jianghuai Automobile Group Corp., Ltd. 0.0389697% 319,538.81 Aston Martin Lagonda Limited 0.0035929% 29,460.73 Beijing Benz Automotive Co., Ltd. 0.2579882% 2,115,421.41 BMW Brilliance Automotive Ltd. 0.0121577% 99,689.45 BMW Manufacturing Co., LLC 5.7051499% 46,780,419.36 Changan Ford Automobile Co., Ltd 0.2456295% 2,014,084.13 Changan Mazda Automobile Co., Ltd. 0.1608375% 1,318,816.25 Changan PSA Automobiles Co., Ltd. 0.0398426% 326,696.88 Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd. 0.0165428% 135,645.93 Chery Jaguar Land Rover Automotive Co., Ltd. 0.0209801% 172,030.30 China Motor Corporation 0.0116514% 95,537.99 Chongqing Lifan Passenger Vehicle Co., Ltd. 0.1004922% 824,003.82 DAF Trucks N.V. 0.0010931% 8,962.95 Dongfeng Honda Automobile Co., Ltd. 1.2000105% 9,839,705.59 Dongfeng Motor Company Limited 0.6489813% 5,321,440.80 Dongfeng Passenger Vehicle Company 0.1463592% 1,200,099.33 Dongfeng Yulon Motor Co., Ltd 0.0985566% 808,133.17 FAW Car Co., Ltd. 0.9363337% 7,677,639.54 FCA US LLC 6.3289228% 51,895,159.33 Ferrari S.p.A. 0.0302433% 247,985.46 Ford Motor Company 5.3296826% 43,701,706.58 Fujian Benz Automotive Co., Ltd. 0.0349843% 286,859.79 GAC Fiat Chrysler Automobiles Co., Ltd 0.0255468% 209,475.29 GAC Honda Automobile Co., Ltd. 1.0220562% 8,380,536.62 GAC Toyota Motor Co., Ltd. 0.1671380% 1,370,478.55 General Motors Holdings LLC 10.5968637% 86,890,920.64 Honda North America, Inc. 14.8277907% 121,583,179.93 Iveco S.p.A. 0.0001493% 1,224.50 Jaguar Land Rover Ltd 0.5060940% 4,149,809.87 Karma Automotive LLC 0.0019225% 15,763.68 Mazda Motor Corporation 3.1263407% 25,635,002.05 Mercedes‐Benz U.S. International, Inc. 4.4693074% 36,646,903.02 McLaren Automotive Limited 0.0053663% 44,002.19 Mitsubishi Motors Corporation 1.4131898% 11,587,707.67 National Electric Vehicle Sweden AB 0.0001635% 1,340.57 Nissan Motor Co., Ltd. 5.8731402% 48,144,998.65 Off‐Road Vehicle Branch of Beijing Automotive Group Co., Ltd. 0.0002856% 2,342.02 PCMA Rus Ooo 0.0064552% 52,931.00 Perusahaan Otomobil Kedua Sendirian Berhad 0.0830497% 680,981.33 PJSC "AVTOVAZ" 0.7809270% 6,403,353.51 PSA Automobiles SA 1.8935601% 15,526,592.43 Renault s.a.s. 0.0059243% 48,576.98 SAIC General Motors Corporation Limited 2.3666040% 19,405,401.77 SAIC Motor Corporation Limited 0.0064286% 52,712.50 Shanghai LTI Automobile Co., Ltd. 0.0010864% 8,908.32 Shenzhen DENZA New Energy Automotive Co., Ltd. 0.0089928% 73,738.33 Sichuan FAW Toyota Motor Co., Ltd. 0.0760393% 623,498.30 Spartan Motors USA, Inc. 0.0000269% 220.77 Subaru Corporation 1.4745446% 12,090,797.97 Tan Chong Motor Assemblies Sdn Bhd 0.0678964% 556,729.14 Tata Motors Ltd. 0.0017323% 14,204.61 Tesla, Inc. 0.0942962% 773,198.62 Tianjin FAW Toyota Motor Co., Ltd. 0.8517936% 6,984,436.97 Toyota Motor Corporation 13.5681391% 141,254,436.16 Volkswagen AG 15.0799749% 123,651,009.88 Zhengzhou Nissan Automobile Co., Ltd. 0.0533505% 437,456.86 Aggregate Consenting OEMs 99.8514502% $848,737,326.28

Non‐Consenting OEMs Atiwe Autoteile Herstellungs‐ und Vertriebs GmbH 0.0027888% $23,704.64 Forest River, Inc. 0.0000214% 181.67 Guangzhou Automotive Group Motor (Hangzhou) Co. Ltd. 0.0048742% 41,430.62 Jiangxi Changhe Suzuki Automobile Co., Ltd. 0.0007794% 6,625.12 Maruti Suzuki India Limited 0.0033717% 28,659.33 South East Fujian Motor Co., Ltd. 0.0055823% 47,449.39 Zhejiang Geely Automobile Parts & Components Stock Co., Ltd. 0.1311321% 1,114,622.94 Aggregate Non‐Consenting OEMs 0.1485498% $1,262,673.72

Aggregate All OEMs 100.0000000% $850,000,000.00

DOJ Payment Distribution Amounts for Consenting OEMs include adjustments pursuant to the Allocation and Settlement Agreement. Consenting OEMs reserve all rights to allocate the amounts listed above among their Schedule 1 Entities. 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 3 of 127 Pg ID 2246

AMENDED EXHIBIT B (Inflator Sales Data)

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 4 of 127 Pg ID 2247 Takata Corp OEM Allocation % Initial Consenting OEM Inflator shipping volume Initial Consenting OEM Roll‐up Units in thousands Joining OEM Non‐Consenting OEM Shipments ALL OEM

Initial Consenting OEM Total PSAN Total PSAN ALL OEM # Short Name Formal Name Head office OEM Category Relationship Inflators % of total Inflators ALLOCATION %

1 Honda Honda North America, Inc. Japan Initial Consenting OEM Honda 53,397 14.8215192% 53,419 14.8277907% 2CHAC Honda Automobile (China) Co., Ltd. China Initial Consenting OEM Roll‐up Honda Chinese JV 23 0.0062715% ‐ ‐ 3GHAC GAC Honda Automobile Co., Ltd. China Joining OEM Honda Chinese JV 3,682 1.0220562% 3,682 1.0220562% 4WDHAC Dongfeng Honda Automobile Co., Ltd. China Joining OEM Honda Chinese JV 4,323 1.2000105% 4,323 1.2000105% 5 Toyota Toyota Motor Corporation Japan Initial Consenting OEM Toyota 44,018 12.2181997% 48,881 13.5681391% 6 NUMMI New United Motor Manufacturing, Inc. US Initial Consenting OEM Roll‐up Toyota 1,922 0.5335676% ‐ ‐ 7Daihatsu Daihatsu Motor Co., Ltd. Japan Initial Consenting OEM Roll‐up Toyota owned (100% owned) 2,908 0.8072901% ‐ ‐ 8HINO Hino Motors, Ltd. Japan Initial Consenting OEM Roll‐up Toyota affiliate 33 0.0090817% ‐ ‐ 9GTMC GAC Toyota Motor Co., Ltd. China Joining OEM Toyota Chinese JV 602 0.1671380% 602 0.1671380% 10 TFTM Tianjin FAW Toyota Motor Co., Ltd. China Joining OEM Toyota Chinese JV 3,069 0.8517936% 3,069 0.8517936% 11 SFTMCF Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd. China Joining OEM Toyota Chinese JV 60 0.0165428% 60 0.0165428% 12 SFTM Sichuan FAW Toyota Motor Co., Ltd. China Joining OEM Toyota Chinese JV 274 0.0760393% 274 0.0760393% 13 PERODUA Perusahaan Otomobil Kedua Sendirian Berhad Malaysia Joining OEM Toyota minority owned JV 299 0.0830497% 299 0.0830497% 14 GM Saab General Motors Holdings LLC US Initial Consenting OEM GM 31,386 8.7118803% 38,177 10.5968637% 15 GRAMMER Grammer AG Germany Initial Consenting OEM Roll‐up GM directed buy 198 0.0550262% ‐ ‐ 16 Opel/Vauxhall Opel AG Germany Initial Consenting OEM Roll‐up Sold to PSA 6,593 1.8299572% ‐ ‐ 17 SGM SAIC General Motors Corporation Limited China Joining OEM GM Chinese JV with SAIC 8,526 2.3666040% 8,526 2.3666040% 18 VW Volkswagen AG Germany Initial Consenting OEM VW 22,363 6.2073226% 54,328 15.0799749% 19 SKODA Skoda Auto Czech Republic Initial Consenting OEM Roll‐up VW owned 5,030 1.3961220% ‐ ‐ 20 PORSCHE Porsche AG Germany Initial Consenting OEM Roll‐up VW owned 3,718 1.0320219% ‐ ‐ 21 SEAT Seat SA Spain Initial Consenting OEM Roll‐up VW owned 1,413 0.3921126% ‐ ‐ 22 BENTLEY Bentley Motors Ltd UK Initial Consenting OEM Roll‐up VW owned 78 0.0215136% ‐ ‐ 23 LAMBORGHINI Automobili Lamborghini S.p.A Italy Initial Consenting OEM Roll‐up VW owned 11 0.0030800% ‐ ‐ 24 Audi Audi AG Germany Initial Consenting OEM Roll‐up VW owned 6,607 1.8339690% ‐ ‐ 25 SVW SAIC Volkswagen Automotive Co., Ltd. China Initial Consenting OEM Roll‐up VW Chinese JV with SAIC 9,267 2.5723567% ‐ ‐ 26 FAW‐VW FAW‐Volkswagen Automotive Co., Ltd China Initial Consenting OEM Roll‐up VW Chinese JV with FAW 5,842 1.6214765% ‐ ‐ 27 Nissan Nissan Motor Co., Ltd. Japan Initial Consenting OEM Nissan 20,990 5.8262711% 21,159 5.8731402% 28 NCIC Nissan China Investment Co Ltd. China Initial Consenting OEM Roll‐up Nissan Chinese JV 169 0.0468691% ‐ ‐ 29 TCM Tan Chong Motor Assemblies Sdn Bhd Malaysia Joining OEM Nissan Licensing Agreement 245 0.0678964% 245 0.0678964% 30 LADA PJSC "AVTOVAZ" Russia Joining OEM Nissan (Renault‐Nissan Alliance) 2,813 0.7809270% 2,813 0.7809270% 31 RENAULT Renault s.a.s. France Joining OEM Nissan (Renault‐Nissan Alliance) 21 0.0059243% 21 0.0059243% 32 DFL Dongfeng Motor Company Limited China Joining OEM Nissan Chinese JV 2,338 0.6489813% 2,338 0.6489813% 33 ZNA Zhengzhou Nissan Automobile Co., Ltd. China Joining OEM Nissan Chinese JV 192 0.0533505% 192 0.0533505% 34 FCA FCA US LLC US Initial Consenting OEM FCA 22,801 6.3289228% 22,801 6.3289228% 35 IVECO TRUCK Iveco S.p.A. Italy Joining OEM FCA 1 0.0001493% 1 0.0001493% 36 GAC‐FCA GAC Fiat Chrysler Automobiles Co., Ltd China Joining OEM FCA Chinese JV 92 0.0255468% 92 0.0255468% 37 Ferrari Ferrari S.p.A. Italy Joining OEM FCA 109 0.0302433% 109 0.0302433% 38 BMW BMW Manufacturing Co., LLC Germany Initial Consenting OEM BMW 20,548 5.7036638% 20,554 5.7051499% 39 ROLLS‐ROYCE Rolls‐Royce Motor Cars Ltd. UK Initial Consenting OEM Roll‐up BMW owned 5 0.0014861% ‐ ‐ 40 BBA BMW Brilliance Automotive Ltd. China Joining OEM BMW Chinese JV 44 0.0121577% 44 0.0121577% 41 FORD Ford Motor Company US Initial Consenting OEM Ford 19,201 5.3296826% 19,201 5.3296826% 42 CAF Changan Ford Automobile Co., Ltd China Joining OEM Ford Chinese JV 885 0.2456295% 885 0.2456295% 43 Daimler MB Mercedes‐Benz U.S. International, Inc. Germany Initial Consenting OEM Daimler 16,076 4.4624097% 16,101 4.4693074% 44 FREIGHTLINER Daimler Trucks North America LLC US Initial Consenting OEM Roll‐up Daimler owned 25 0.0068977% ‐ ‐ 45 BBAC Beijing Benz Automotive Co., Ltd. China Joining OEM Daimler Chinese JV (50% owned) 929 0.2579882% 929 0.2579882% 46 FBAC Fujian Benz Automotive Co., Ltd. China Joining OEM Daimler Chinese JV (50% owned) 126 0.0349843% 126 0.0349843% 47 BDNT Shenzhen DENZA New Energy Automotive Co., Ltd. China Joining OEM Daimler Chinese JV (50% owned) 32 0.0089928% 32 0.0089928% 48 Mazda Mazda Motor Corporation Japan Initial Consenting OEM Mazda 9,793 2.7181431% 11,263 3.1263407% 49 AAT AutoAlliance(Thailand) Co., Ltd. Thailand Initial Consenting OEM Roll‐up Mazda JV with Ford 1,471 0.4081977% ‐ ‐ 50 CMA‐Mazda Changan Mazda Automobile Co., Ltd. China Joining OEM Mazda Chinese JV 579 0.1608375% 579 0.1608375% 51 PSA PSA Automobiles SA France Initial Consenting OEM PSA 6,822 1.8935601% 6,822 1.8935601% 52 CAPSA Changan PSA Automobiles Co., Ltd. China Joining OEM PSA Chinese JV 144 0.0398426% 144 0.0398426% 53 PCMA Rus PCMA Rus Ooo Russia Joining OEM PSA Russian JV with Mitsubishi 23 0.0064552% 23 0.0064552%

Page 1 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 5 of 127 Pg ID 2248 Takata Corp OEM Allocation % Initial Consenting OEM Inflator shipping volume Initial Consenting OEM Roll‐up Units in thousands Joining OEM Non‐Consenting OEM Shipments ALL OEM

Initial Consenting OEM Total PSAN Total PSAN ALL OEM # Short Name Formal Name Head office OEM Category Relationship Inflators % of total Inflators ALLOCATION %

54 Mitsubishi Mitsubishi Motors Corporation Japan Initial Consenting OEM Mitsubishi 4,052 1.1246984% 5,091 1.4131898% 55 MMTh Mitsubishi Motors (Thailand) Co., Ltd. Thailand Initial Consenting OEM Roll‐up Mitsubishi owned 1,039 0.2884913% ‐ ‐ 56 CMC China Motor Corporation Taiwan Joining OEM Mitsubishi minority owned 42 0.0116514% 42 0.0116514% 57 SEM South East Fujian Motor Co., Ltd. China Non‐Consenting OEM Mitsubishi minority owned 20 0.0055823% 20 0.0055823% 58 JLR Jaguar Land Rover Ltd UK Initial Consenting OEM JLR 1,823 0.5060940% 1,823 0.5060940% 59 CJLR Chery Jaguar Land Rover Automotive Co., Ltd. China Joining OEM JLR Chinese JV with Chery Auto. 76 0.0209801% 76 0.0209801% 60 VOLVO TRUCK AB Volvo Sweden Initial Consenting OEM Volvo Truck 43 0.0118910% 95 0.0262715% 61 UD TRUCKS UD Trucks Corporation Japan Initial Consenting OEM Roll‐up Volvo Truck owned 52 0.0143805% ‐ ‐ 62 Subaru Subaru Corporation Japan Initial Consenting OEM Subaru 5,312 1.4745446% 5,312 1.4745446% 63 FCC FAW Car Co., Ltd. China Joining OEM 3,373 0.9363337% 3,373 0.9363337% 64 DFPV Dongfeng Passenger Vehicle Company China Joining OEM 527 0.1463592% 527 0.1463592% 65 GEELY Zhejiang Geely Automobile Parts & Components Stock Co., Ltd. China Non‐Consenting OEM 472 0.1311321% 472 0.1311321% 66 LIFAN Chongqing Lifan Passenger Vehicle Co., Ltd. China Joining OEM 362 0.1004922% 362 0.1004922% 67 Tesla Tesla, Inc. US Joining OEM 340 0.0942962% 340 0.0942962% 68 DYM Dongfeng Yulon Motor Co., Ltd China Joining OEM 355 0.0985566% 355 0.0985566% 69 JAC Anhui Jianghuai Automobile Group Corp., Ltd. China Joining OEM 140 0.0389697% 140 0.0389697% 70 SAIC SAIC Motor Corporation Limited China Joining OEM 23 0.0064286% 23 0.0064286% 71 MCLAREN McLaren Automotive Limited UK Joining OEM 19 0.0053663% 19 0.0053663% 72 ASTON MARTIN Aston Martin Lagonda Limited UK Joining OEM 13 0.0035929% 13 0.0035929% 73 MSIL Maruti Suzuki India Limited India Non‐Consenting OEM 12 0.0033717% 12 0.0033717% 74 ATIWE Atiwe Autoteile Herstellungs‐ und Vertriebs GmbH Germany Non‐Consenting OEM 10 0.0027888% 10 0.0027888% 75 Karma Karma Automotive LLC US Joining OEM 7 0.0019225% 7 0.0019225% 76 TATA Tata Motors Ltd. India Joining OEM 6 0.0017323% 6 0.0017323% 77 DAF DAF Trucks N.V. Netherlands Joining OEM 4 0.0010931% 4 0.0010931% 78 SHANGHAI LTI Shanghai LTI Automobile Co., Ltd. China Joining OEM 4 0.0010864% 4 0.0010864% 79 GAC GONOW Guangzhou Automotive Group Motor (Hangzhou) Co. Ltd. China Non‐Consenting OEM 18 0.0048742% 18 0.0048742% 80 SUZUKI Jiangxi Changhe Suzuki Automobile Co., Ltd. China Non‐Consenting OEM 3 0.0007794% 3 0.0007794% 81 BAIC Off‐Road Vehicle Branch of Beijing Automotive Group Co., Ltd. China Joining OEM 1 0.0002856% 1 0.0002856% 82 NEVS National Electric Vehicle Sweden AB Sweden Joining OEM 1 0.0001635% 1 0.0001635% 83 SPARTAN Spartan Motors USA, Inc. US Joining OEM 0 0.0000269% 0 0.0000269% 84 FOREST RIVER Forest River, Inc. US Non‐Consenting OEM 0 0.0000214% 0 0.0000214%

Total 360,265 100.0000000% 360,265 100.0000000% Consenting OEMs 359,730 99.8514502% 359,730 99.8514502% Note: Status as of March 30, 2018. Non‐Consenting OEMs 535 0.1485498% 535 0.1485498%

Page 2 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 6 of 127 Pg ID 2249

EXHIBIT C-1 (JPM New York Escrow and Paying Agent Agreement)

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 7 of 127 Pg ID 2250 DRAFT 3/31/18

ESCROW AND PAYING AGENT AGREEMENT

THIS ESCROW AND PAYING AGENT AGREEMENT (“ Agreement ”) is entered into as of ______, 2018, by and among:

(i) Takata Corporation , a Japanese corporation (kabushiki kaisha), a company registered under the laws of Japan having its registered address at [ ] (“ TKJP ”) (TKJP, together with TK China, LLC and the other Restitution Payment Funding Entities (as defined herein), are collectively referred to herein as “ Takata ”);

(iii) Eric D. Green , solely in his capacity as Special Master of the OEM Restitution Fund pursuant to the Appointment Order entered by the District Court (each as defined below) (“ Special Master ”); and

(iv) JPMorgan Chase Bank, N.A. (the “ Escrow & Paying Agent” ).

RECITALS

A. TKJP is a defendant in the criminal proceeding United States of America v. Takata Corp., Case No. 16-CR-20810-04 (the “ Criminal Case ”) pending before the Honorable George C. Steeh of the United States District Court for the Eastern District of Michigan (the “District Court ”).

B. In the Criminal Case, (i) TKJP pled guilty to one count of wire fraud in that certain Rule 11 Plea Agreement between TKJP and the United States of America, by and through the Department of Justice, Criminal Division, Fraud Section and the United States Attorney’s Office for the Eastern District of Michigan (the “ DOJ ”) dated January 13, 2017 and entered by the District Court in the Criminal Case on February 27, 2017 [Docket No. 23] 1 (the “ Plea Agreement ”); and (ii) the District Court entered the Restitution Order on February 27, 2017 [Docket No. 24] (the “ Restitution Order ”) which, in each case, requires, among other things, a payment to a special master for the benefit of Consenting OEMs (as defined below) and certain other automobile original equipment manufacturers (each an “ OEM ” and collectively, the “OEMs ”) who each purchased airbags with phase-stabilized ammonium nitrate inflators (“ PSAN Inflators ”) from TKJP or any of its subsidiaries in the amount of USD $850,000,000 (the “ OEM Restitution Fund ”) within five days after the closing of a sale, merger, acquisition, or transfer of control of TKJP.

C. On July 31, 2017, in accordance with the Plea Agreement and Restitution Order, the District Court entered the Order Appointing Eric D. Green as Special Master [Docket No. 40] (the “ Appointment Order ”) and appointed the Special Master to, among other things, determine the proper administration and disbursement of the OEM Restitution Fund.

1 Citations to “[Docket No. ___]” refer to the docket entries in the Criminal Case.

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 8 of 127 Pg ID 2251

D. On (i) June 25, 2017, TK Holdings Inc., Takata Americas, TK Holdings de Mexico S. de R.L. de C.V., TK Mexico, LLC, Takata de Mexico S.A. de C.V., Industrias Irvin de Mexico, S.A. de C.V., Strosshe-Mex S. de R.L. de C.V., TK Finance LLC, TK China LLC, TK Mexico Inc., IIF Holdings, Inc., and Takata Protection Systems, Inc. (collectively, the “ U.S. Debtors ”) each commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “ Delaware Court ”) that are being jointly administered by the Delaware Court at Case No. 17-11375(BLS) (the “ U.S. Proceedings ”); and (ii) June 26, 2017, TKJP, Takata Kyushu K.K., and Takata Service Corporation (collectively, the “ Japan Debtors ” and together with the U.S. Debtors, the “Takata Debtors ”) commenced civil rehabilitation proceeding under the Civil Rehabilitation Act of Japan in the 20 th Department of the Civil Division (the “ Japan Proceedings ” and together with the U.S. Proceedings, the “ Bankruptcy Proceedings ”).

E. The Takata Debtors commenced the Bankruptcy Proceedings to, among other things, (i) consummate a sale of substantially all of the assets of TKJP, the other Takata Debtors, and certain other direct and indirect affiliates and subsidiaries of TKJP (excluding any assets exclusively related to the manufacture and sale of PSAN Inflators) to Purchaser; and (ii) satisfy TKJP’s obligations under the Plea Agreement and Restitution Order.

F. On November 16, 2017 and in furtherance of the Plea Agreement, Restitution Order, and Bankruptcy Proceedings, (i) certain U.S. Debtors, Purchaser, and KSS Holdings, Inc. (“ KSS ”) (solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ U.S. Purchase Agreement ”); (ii) the Japan Debtors, Purchaser, and KSS (solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ TKJP Purchase Agreement ”); and (iii) Takata Europe GmbH, TAKATA Aktiengesellschaft, TAKATA Sachsen GmbH, Purchaser’s subsidiary, Joyson KSS Holdings No.2 S.à r.l., and KSS (solely for limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ TK Europe Purchase Agreement ” and together with the U.S Purchase Agreement and the TKJP Purchase Agreement, the “Purchase Agreements ”).

G. On February 1, 2018, the Special Master submitted to the District Court the Special Master’s Request For Final Approval of Allocation and Distribution of OEM Restitution Fund [Docket No. 60] (the “ OEM Distribution Request ”) that requested approval of the distribution of the OEM Restitution Fund to the original equipment automobile manufacturers listed on Exhibit A hereto (each a “Consenting OEM” and collectively the “ Consenting OEMs ”) in accordance with [the distribution payment amounts set forth in Exhibit B hereto][the allocation schedule attached to the Distribution Agreement as Exhibit B thereto].

2 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 9 of 127 Pg ID 2252

other parties thereto (the “ GSA ”) provide that some or all of the Purchase Price associated with certain affiliates of TKJP listed on the schedule attached to the Distribution Agreement as Exhibit B (collectively, the “ Restitution Payment Funding Entities ”) shall, directly or indirectly, be contributed to the OEM Restitution Fund on behalf of such entities in satisfaction of their obligations under the relevant agreements.

I. In furtherance of the foregoing and in order to ensure that the OEMs (including the Consenting OEMs) each receive their allocable share of the OEM Restitution Fund upon the Closing (each as defined in the applicable Purchase Agreements), Purchaser has agreed to place, and the other Parties and the Special Master have consented to Purchaser placing, an aggregate amount in cash equal to USD$850,000,000 (the “ DOJ Payment Amount ”) in one or more Escrow & Paying Agent’s accounts (the “ Distribution Accounts ”) in accordance with this Agreement, the Shanghai Escrow and Paying Agent Agreement entered into by the Parties, the Special Master and the JPMorgan Chase Bank, N.A., Shanghai Branch (“ Shanghai Escrow & Paying Agent ”) as of the date hereof (the “ Shanghai Escrow and Paying Agent Agreement ”) and the Distribution Agreement entered into by the Parties, the Special Master, and the Consenting OEMs as of the date hereof (the “ Distribution Agreement ”), for the purpose of (i) the Escrow & Paying Agent, on behalf of the Special Master, paying the Consenting OEMs their allocable share of the DOJ Payment Amount and (ii) the Escrow & Paying Agent distributing to the Special Master or at the Special Master’s direction the other OEM’s allocable share of the DOJ Payment Amount.

J. The Special Master and the Parties desire to appoint the Escrow & Paying Agent as an escrow and paying agent in the manner set forth in this Agreement and the Escrow & Paying Agent is willing to act in such capacity.

K. On February 21, 2018, the Delaware Court entered an order (the “ Confirmation Order ”) confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of TK Holdings Inc. and its Affiliated Debtors (the “ Plan ”) in the U.S. Proceedings.

NOW THEREFORE, the Special Master, the Parties, and the Escrow & Paying Agent agree as follows: ARTICLE 1 EFFECTIVE DATE AND TERM; APPOINTMENT OF THE ESCROW & PAYING AGENT

Section 1.1 Appointment. The Special Master and the Parties hereby appoint the Escrow & Paying Agent as their escrow & paying agent, for the purposes set forth herein, and Escrow & Paying Agent hereby accepts such appointment under the terms and conditions set forth herein.

Section 1.2 Effective Date. This Agreement will become effective (the date of such effectiveness, the “ Effective Date ”) upon satisfaction of each of the following conditions:

(a) Execution of the Distribution Agreement by the parties thereto, this Agreement by the Parties, the Special Master, and the Escrow & Paying Agent, and the Shanghai Escrow and Paying Agent Agreement by the Parties, the Special Master and the Shanghai Escrow & Paying Agent; and

3 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 10 of 127 Pg ID 2253

(b) Delivery by the Special Master to the Parties, Takata, and the Escrow & Paying Agent and the Shanghai Escrow & Paying Agent of a notice stating that the conditions to effectiveness set forth in Section 1.2(a) and (b) have been satisfied and enclosing a copy of the District Court order approving the OEM Distribution Request, the forms of this Agreement and the Distribution Agreement and the payment of the OEM Restitution Fund in accordance with the terms of the Distribution Agreement (the “ Distribution Order ”).

Section 1.3 Term. Unless otherwise provided herein, the term of this Agreement (the “Term ”) shall commence on the Effective Date and continue until all Distribution Payments (as defined below) have been made in accordance with this Agreement.

ARTICLE 2 DISTRIBUTIONS OF DOJ PAYMENT AMOUNT

Section 2.1 Escrow Fund.

(a) At the closings of the transactions contemplated by the Purchase Agreements (the “Closings ” and the date on which the Closings occur, the “ Closing Date ”), the Purchaser will deposit, or cause to be deposited, with Escrow & Paying Agent by wire transfer of immediately available funds to the accounts and in accordance with the wire instructions in this Section 2.1(a) an amount equal to $______(“ Escrow Deposit ”) in accordance with the terms of this Agreement and the Distribution Agreement. During the term of this Agreement, the Escrow Deposit shall be held in accounts established with the Escrow & Paying Agent and with the following details (collectively “ Escrow Account ”):

Takata Consenting OEM USD Distribution Account - Amount: an amount equal to the aggregate amount to be distributed to the Consenting OEMs listed on Exhibit B - Account Currency: USD - Account Title: Takata Consenting OEM USD Ac - Account Number: [ ] - Bank: JPMorgan Chase Bank, NA [New York Branch] - Bank SWIFT: CHASUS33 - Bank ABA: 021000021

Takata Non-Consenting OEM USD Distribution Account - Amount: an amount equal to the aggregate amount to be distributed to the Non Consenting OEMs listed on Exhibit C - Account Currency: USD - Account Title: Takata Non-Consenting OEM USD Ac - Account Number: [ ] - Bank: JPMorgan Chase Bank, NA [New York Branch] - Bank SWIFT: CHASUS33 - Bank ABA: 021000021

4 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 11 of 127 Pg ID 2254

(b) Upon receipt of the Escrow Deposit, the Escrow & Paying Agent shall confirm in writing receipt of the Escrow Deposit to the Special Master, the Parties, and their respective counsel.

(c) The Escrow & Paying Agent shall hold the Escrow Deposit (the " Escrow Fund ") on the terms and subject to the conditions of this Agreement. The funds deposited into the Escrow Account shall be held in separate accounts, which separation may be accomplished by appropriate entry on the books and records of the Escrow & Paying Agent. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto or any OEM, except as set forth in Section 5.12 and shall be held and disbursed solely for the purposes of and in accordance with the terms of this Agreement. The Escrow & Paying Agent shall hold the Escrow Fund in non-interest bearing accounts. The Escrow Fund shall be continuously held uninvested. The Escrow & Paying Agent has no tax withholding or information reporting of any kind hereunder.

ARTICLE 3 DISPOSITION, TERMINATION, AND SPECIAL MASTER RELEASE

Section 3.1 Disposition and Termination.

(a) On the Closing Date, the Special Master shall deliver to the Escrow & Paying Agent a release notice substantially in the form of Schedule 3 (“ Release Notice ”) instructing the Escrow & Paying Agent to release the funds from the Escrow Account in accordance with the Distribution Agreement and as follows:

(i) from the Takata Consenting OEM USD Account, to the Consenting OEMs listed in Exhibit A, in the amounts, in United States Dollars, and in accordance with such Consenting OEMs’ wiring instructions, as set forth on Exhibit B,

(ii) to the Takata Corporation Restitution Fund Trust, all funds deposited in the Takata Non-Consenting OEM USD Account, in United States Dollars, and in accordance with the wiring instructions provided by the Special Master, as set forth on Exhibit C

(collectively, the “ Distribution Payments ”).

(b) The Escrow & Paying Agent shall release the Escrow Fund as soon as practicable in accordance with the instructions set out in the Release Notice. The Escrow & Paying Agent shall not dispose of the Escrow Fund except as expressly set forth in this Agreement.

(c) Following completion of the Distribution Payments, the Escrow & Paying Agent shall promptly confirm in writing via email to the email addresses set forth in Section 5.1 for to the Purchaser, the Special Master, Takata, the Consenting OEMs and their respective counsel that such distributions have been made.

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Section 3.2 Releases.

(a) On the Effective Date, TKJP hereby releases, acquits, discharges, indemnifies, and shall be enjoined from prosecution of the Special Master, including but not limited to entities affiliated with the Special Master, and, solely in their capacity as such, the Special Master’s officers, managers, directors, principals, representatives, employees, attorneys (including, without limitation, the law firm of, and the attorneys working for, Brown Rudnick LLP), financial or investment advisors, insurers, consultants, accountants, investment bankers, commercial bankers, advisors or agents, heirs, executors, trustees, personal or legal representatives, estates, administrators, successors, and permitted assigns (collectively, the “ SM Released Parties ”) from, any and all claims, counterclaims, disputes, liabilities, rights, suits, obligations, judgments, duties, demands, defenses, liens, actions, administrative proceedings, costs, expenses, matters, issues, and causes of action of every kind and nature, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been, could have been, or in the future can or might be asserted in any court, tribunal or proceeding, (including but not limited to any claims arising under federal, state, foreign or common law) whether individual, direct, class, representative, legal, equitable, or any other type or in any other capacity (“ Claims ”) against the Special Master and the SM Released Parties that TKJP ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with this Agreement, the Distribution Agreement, and the payment and distribution of the DOJ Payment Amount as provided by this Agreement and the Distribution Agreement.

(b) Upon the Special Master’s delivery of the Release Notice pursuant to Section 2.1(c) of the Distribution Agreement, the Purchaser hereby releases, acquits, discharges, indemnifies, and shall be enjoined from prosecution of the Special Master and the SM Released Parties from, any and all Claims against the Special Master and the SM Released Parties that the Purchaser ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with this Agreement, the Distribution Agreement, and the payment and distribution of the DOJ Payment Amount as provided by this Agreement and the Distribution Agreement.

(c) The Purchaser agrees to indemnify, defend, hold harmless, pay or reimburse the Special Master and the SM Released Parties from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “ Losses ”) arising out of or in connection with (a) the Special Master’s performance of this Agreement, the Shanghai Escrow and Paying Agent Agreement, and the Escrow and Paying Agent Agreement and (b) the Special Master's following, accepting or acting upon any instructions or directions, whether joint or singular, from the OEMs received in accordance with the Distribution Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by fraud or willful malfeasance of the indemnified party. TKJP hereby acknowledges and agrees that TKJP’s indemnification obligations set forth in the Appointment Order and the Engagement Letter entered into by TKJP and the Special Master on September 7, 2017 and approved by the Court on September 13, 2017, shall extend and apply to Losses incurred by the Special Master and the SM Released Parties arising out of or in

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connection with all actions of the Special Master and the SM Released Parties under this Agreement, the Shanghai Escrow and Paying Agent Agreement, and the Distribution Agreement. The Purchaser’s and TKJP’s indemnification obligations in this Section 3.2(c) shall be joint and several.

Section 3.3 Knowledge of Special Master. Notwithstanding any references in this Agreement, the Parties acknowledge that the Special Master, including but not limited to entities affiliated with the Special Master, shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of the Purchase Agreements, that certain Indemnity and Release Agreement dated November 16, 2017 between the Purchaser and the Consenting OEMs (the “ IRA ”), or the GSA, whether or not an original or a copy of such agreement has been provided to the Special Master; and the Special Master shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Agreement to the Purchase Agreements, IRA, and GSA are for the convenience of the Parties, and the Special Master has no duties or obligations with respect thereto.

Section 3.4 Authorized Persons.

(a) All signatories to this Agreement represent and warrant that they have full and complete authority to enter into and execute this Agreement on behalf of the entity on whose behalf they are signing.

(b) Notwithstanding anything to the contrary set forth in Section 5.1, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund, shall be irrevocable, must be in writing, executed by the Special Master or a Party (as applicable) as evidenced by the signatures of the designated persons for the Special Master or such Party set forth on the Designation of Authorized Representatives attached hereto as Schedule 1 (each an “ Authorized Representative ”), and must be delivered to Escrow & Paying Agent only by confirmed facsimile or as a Portable Document Format (“ PDF ”) attached to an email on a Business Day (as defined below) only at the fax number or email address set forth in Section 5 below. Each Designation of Authorized Representatives shall be signed by the duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Escrow Fund shall be deemed delivered and effective unless Escrow & Paying Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 5 and as evidenced by a confirmed transmittal to the sending party’s transmitting fax number or email address and Escrow & Paying Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow & Paying Agent shall not be liable to any Party or Special Master or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow & Paying Agent.

(c) The Parties and the Special Master each acknowledge that Escrow & Paying Agent is authorized to use the funds transfer instructions set out in Exhibit B and Exhibit C to disburse any funds due to Consenting OEMs or Special Master, respectively, without a verifying call-back.

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(d) In the event any funds transfer instructions other than the initial instructions set forth in the attached Exhibit B and Exhibit C, are set forth in a permitted instruction from a Party or the Special Master in accordance with this Agreement, it being agreed that neither a Party nor the Special Master shall be permitted to modify the dollar amount allocated to a Consenting OEM in Exhibit B or Exhibit C pursuant to such new wire instructions, the Escrow & Paying Agent will confirm such instructions by a telephone call-back or email confirmation to an Authorized Representative of the Party or the Special Master and the Escrow & Paying Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow & Paying Agent may continue to rely solely upon such additional instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any standing instructions, only the date, amount and/or description of payments may change without requiring a telephone callback or email confirmation.

(e) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in writing executed by an Authorized Representative or other duly authorized officer for the Party or the Special Master setting forth such changes and actually received by Escrow & Paying Agent via facsimile or as a PDF attached to an email. Escrow & Paying Agent will confirm any such change in Authorized Representatives by a telephone callback or email confirmation to an Authorized Representative and Escrow & Paying Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. Escrow & Paying Agent, any intermediary bank and the beneficiary's bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank provided in Exhibit B and Exhibit C. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such instruction even though it identifies a person different from the named beneficiary.

(f) The Parties and the Special Master acknowledge that the security procedures set forth in this Section 3 are commercially reasonable. Upon delivery of the Escrow Fund in full by Escrow & Paying Agent, this Agreement shall terminate and the related account(s) shall be closed, subject to the provisions of Section 4.3.

(g) If any funds transfer instruction requires payment in a currency other than the currency of the Escrow Account, subject to applicable laws, the Escrow & Paying Agent may convert the Escrow Fund to the currency of that instruction at a foreign exchange rate and spread, and at such date and time, as the Escrow & Paying Agent determines in its discretion. The applicable foreign exchange rate may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which the Bank otherwise enters into foreign exchange transactions on the relevant date.

ARTICLE 4 PROVISIONS CONCERNING THE ESCROW & PAYING AGENT

Section 4.1 Escrow & Paying Agent. Escrow & Paying Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely

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ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. Escrow & Paying Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement between the Parties and the Special Master , nor shall Escrow & Paying Agent be required to determine if any Party or Special Master has complied with any other agreement, including the Distribution Agreement and is not responsible for verifying the terms or conditions of the Distribution Agreement. Notwithstanding the terms of any other agreement between the Parties and the Special Master, the terms and conditions of this Agreement shall control the actions of Escrow & Paying Agent. Escrow & Paying Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties or the Special Master believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow & Paying Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. Any notice, document, instruction or request delivered by a Party or the Special Master but not required under this Agreement may be disregarded by the Escrow & Paying Agent. Escrow & Paying Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow & Paying Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Party or the Special Master. Escrow & Paying Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow & Paying Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder, or receives instructions, claims or demands from any Party or Special Master hereto which in Escrow & Paying Agent’s judgment conflict with the provisions of this Agreement, or if Escrow & Paying Agent receives conflicting instructions from the Parties and/or the Special Master, Escrow & Paying Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties and the Special Master which eliminates such conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow & Paying Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader with the District Court. Escrow & Paying Agent shall have no duty to solicit any payments which may be due to it or the Escrow Fund, including, without limitation, the Escrow Deposit, nor shall the Escrow & Paying Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow & Paying Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow & Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided , however , that the foregoing shall not apply to the extent such loss or damage is caused by fraud or willful misconduct on the part of the Escrow & Paying Agent. Under no circumstances shall the Escrow & Paying Agent be obliged to make any payment from the Escrow Account where such payment would result in a negative balance in the Escrow Account.

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Paying Agent. Escrow & Paying Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated successor Escrow & Paying Agent, if any, appointed by the Parties and the Special Master, or such other person designated by the Parties and the Special Master, or in accordance with the directions of a final court order, at which time of delivery, Escrow & Paying Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation date, the Parties and the Special Master have failed to appoint a successor Escrow & Paying Agent, or to instruct the Escrow & Paying Agent to deliver the Escrow Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow & Paying Agent either (a) may interplead the Escrow Fund with the District Court; or (b) appoint a successor escrow & paying agent of its own choice. Any appointment of a successor escrow & paying agent shall be binding upon the Parties and the Special Master and no appointed successor escrow & paying agent shall be deemed to be an agent of Escrow & Paying Agent. Escrow & Paying Agent shall deliver the Escrow Fund to any appointed successor escrow & paying agent, at which time Escrow & Paying Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow & Paying Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow & Paying Agent under this Agreement without further act.

Section 4.3 Compensation; Acknowledgment.

(a) TKJP shall pay Escrow & Paying Agent in advance of the Closing Date the compensation for the services to be rendered under this Agreement and the reimbursement of the Escrow & Paying Agent's reasonable out of pocket expenses hereunder, which in each case shall be as described in Schedule 2 attached hereto unless otherwise agreed in writing by the Special Master, the Parties and Escrow & Paying Agent. The Escrow & Paying Agent’s fee in connection with this Agreement and the Shanghai Escrow & Paying Agent Agreement, as set forth in Schedule 2 of both agreements, is $175,000 in the aggregate. Nothing in this Agreement shall cause, or be deemed to cause, the imposition on the Special Master, or any person or entity affiliated with the Special Master, of any liability or other obligation for fees, expenses, costs, or other amounts due under this Agreement. To the extent any amount due to the Escrow & Paying Agent pursuant to this Agreement is not paid, the Escrow & Paying Agent shall notify the Parties and the Special Master and if such amount is not paid, then the Escrow & Paying Agent may stop the Distribution Payments until such payments have been received; provided, however, under no circumstance may the Escrow & Paying Agent deduct any of its fees from the DOJ Payment Amount and the Escrow & Paying Agent hereby releases, and agrees not to assert, any lien on the DOJ Payment Amount for any unreimbursed fees and expenses.

(b) Each of the Parties and the Special Master further agrees to the disclosures and agreements set forth in Schedule 2 .

(c) All compensation, reimbursement and other amounts payable by any Party or Special Master under this Agreement shall be paid without setoff and without deduction for any withholding, value-added or other similar taxes, charges, fees or assessments.

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Section 4.4 Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse Escrow & Paying Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees ”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “ Losse s”), arising out of or in connection with (a) Escrow & Paying Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, fraud, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow & Paying Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The obligations set forth in this Section 4.4 shall survive the resignation, replacement or removal of Escrow & Paying Agent or the termination of this Agreement. The Escrow & Paying Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence reasonably beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God, fire, floods, strikes, electrical outages or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

Section 4.5 Disagreements. If any conflict, disagreement or dispute arises between, among, or involving any of the Parties, the Special Master, and/or the Escrow & Paying Agent concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Escrow & Paying Agent is in doubt as to the action to be taken hereunder, the Escrow & Paying Agent is authorized to retain the DOJ Payment Amount until the Escrow & Paying Agent (i) receives an order from the District Court (an “ Authorization Order ”) directing delivery of the DOJ Payment Amount in accordance with this Agreement; or (ii) receives instructions executed by the Special Master in which event the Escrow & Paying Agent shall be authorized to disburse the DOJ Payment Amount in accordance with such written instructions. The Escrow & Paying Agent shall be entitled to act on any such Authorization Order or joint written instructions without further question, inquiry, or consent.

ARTICLE 5 MISCELLANEOUS

Section 5.1 Notices. Except as otherwise set forth in and required by Section 3.4(a) above, all communications hereunder shall be in writing or set forth in a PDF attached to an email and shall be executed and delivered strictly in accordance with all applicable terms of this Agreement by facsimile, email or overnight courier only to the appropriate fax number, email address, or notice address set forth for each party as follows:

If to the Special Master:

Eric D. Green Resolutions, LLC 125 High Street, Suite 2205 Boston, Massachusetts 02110

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[email protected]

with a copy to:

David J. Molton Brown Rudnick LLP Seven Times Square New York, New York 10036 [email protected]

If to the Purchaser:

Key Safety Systems, Inc. 7000 Nineteen Mile Road Sterling Heights, Michigan 48314

Attention: Joe Perkins Senior Vice President & Chief Financial Officer [email protected]

and

Matthew C. Cohn General Counsel [email protected]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, Illinois 60606-1720 Attention: Ron E. Meisler [email protected]

Felicia Gerber Perlman [email protected]

and

Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Steven J. Daniels [email protected]

Christine A. Okike

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[email protected]

Richard H. West [email protected] If to TKJP:

Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

Baker & McKenzie (Gaikokuho Joint Enterprise) Ark Hills Sengokuyama Mori Twr. 28F 1-9-10 Roppongi, Minato-ku Tokyo 106-0032, Japan Attention: Hiroshi Kasuya Email: [email protected]

-and-

Baker & McKenzie LLP 452 Fifth Avenue New York, New York 10018 Attention: Debra A. Dandeneau Email: [email protected]

If to Takata:

Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa

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Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

TAKATA Aktiengesellschaft Bahnweg 1 63743 Aschaffenburg, Germany Attention: Sven Petersen Email: [email protected]

with a copy to:

Freshfields Bruckhaus Deringer LLP Hohe Bleichen 7 20354 Hamburg, Germany Attention: Jochen Ellrott Dr. Lars Westpfahl Email: [email protected] [email protected]

-and-

TK Holdings Inc. 2500 Takata Drive Auburn Hills, MI 48326 Attention: Scott Caudill and Ken Bowling Email: [email protected] [email protected]

with a copy to:

Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Marcia L. Goldstein, Esq.

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Ronit J. Berkovich, Esq. Matthew P. Goren, Esq. Email: [email protected] [email protected] [email protected]

If to Escrow & Paying Agent:

Company Name JPMorgan Chase Bank, N.A. Address 4 New York Plaza, New York, NY 10004 Attention: Orla McDonald/Donna Fitzsimmons Tel No.: (212)623-6410/(212)552-2555 Fax No.: (212)552-2812 Email Address: [email protected]

Section 5.2 Third-Party Beneficiaries. Each Restitution Payment Funding Entity and Consenting OEM is an intended third-party beneficiary with respect to ARTICLE II and the Special Master’s obligations under Section 3.1 of this Agreement and the limitations on amendments and waivers set forth in Sections 5.9 and 5.10.

Section 5.3 Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, the Special Master, and the Escrow & Paying Agent and their respective successors and permitted assigns. As between the Parties and the Special Master, except as set forth in the preceding paragraph, no other persons (including any OEMs) shall have any rights under this Agreement, provided however that the SM Released Parties shall be third party beneficiaries pursuant to Section 3.2, and entitled to rely thereon as if they were direct parties thereto. No assignment of the interest of any of the Parties or the Special Master shall be binding unless and until written notice of such assignment shall be delivered to the other Party, the Special Master, and the Escrow & Paying Agent and shall require the prior written consent of the other Party, the Special Master, and the Escrow & Paying Agent (such consent not to be unreasonably withheld, conditioned or delayed).

Section 5.4 Survival of Agreement. Notwithstanding the termination of this Agreement pursuant to Section 1.3, Section 2.1, ARTICLE 3, Section 4.3, ARTICLE 5 (and any defined terms used in any such Sections and Articles) shall survive such termination and shall continue in full force and effect for the benefit of the Parties, the Special Master, and the Escrow & Paying Agent in accordance with the terms hereof; provided , however , that any liability of any party to this Agreement for failure to comply with the terms of this Agreement shall survive such termination.

Section 5.5 Governing Law. This Agreement and any and all transactions related to arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of the Parties, the Special Master and the Escrow & Paying Agent shall be governed by New York law, without regard to principles of conflicts of laws. To the extent that in any jurisdiction either Party may now or hereafter be entitled to claim for itself or its assets, immunity from suit, execution, attachment (before or after

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judgment) or other legal process, such Party shall not claim, and hereby irrevocably waives, such immunity.

Section 5.6 Jurisdiction. The Parties, the Special Master and the Escrow & Paying Agent hereby irrevocably submits to the exclusive jurisdiction of the District Court, over any action or proceeding arising out of or relating to this Agreement and any and all transactions related to or arising out of this Agreement (excluding any action or proceeding that is subject to the exclusive jurisdiction of the United States Bankruptcy Court for the District of Delaware pursuant to Section 11.1 of the Plan), and each of the Parties, the Special Master, and the Escrow & Paying Agent hereby irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in the District Court. The Parties, the Special Master, and the Escrow & Paying Agent hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to the laying of venue in any action or proceeding in any such court as well as any right it may now or hereafter have to remove such action or proceeding, once commenced, to another court on the grounds of forum non conveniens or otherwise. The Parties, the Special Master, and the Escrow & Paying Agent agree that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. In accordance with the Appointment Order, the Court shall have jurisdiction over all matters related to this Agreement.

Section 5.7 WAIVER OF JURY TRIAL THE PARTIES, THE SPECIAL MASTER, AND THE ESCROW & PAYING AGENT HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

Section 5.8 Severability. The Parties, the Special Master, and the Escrow & Paying Agent agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable; (ii) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable; and (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

Section 5.9 Amendment. This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties, the Special Master, and the Escrow & Paying Agent with notice to Takata. Notwithstanding anything in the contrary

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in this Section 5.9 or this Agreement, the Parties’ and the Special Master’s ability to execute any such instrument is subject to Section 4.10 of the Distribution Agreement. 2

Section 5.10 Waivers. No waiver of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Notwithstanding anything in the contrary in this Section 5.10 or this Agreement, the Parties’ and the Special Master’s ability to execute any such writing is subject to Section 4.10 of the Distribution Agreement. No waiver shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. The failure of the Escrow & Paying Agent, the Special Master, or any Party at any time or times to require performance of any provision under this Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.

Section 5.11 Interpretation. The headings of the Articles and Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement. All Exhibits attached to this Agreement are hereby incorporated and made a part of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, “ Business Days ” shall refer to any day other than Saturday, Sunday or any other day in which banks in the state of New York are authorized to be closed.

Section 5.12 Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or by electronic image scan transmission in .pdf format shall constitute effective execution and delivery of this Agreement as to the parties to this Agreement and may be used in lieu of the original for all purposes. Signatures of the Parties, the Special Master, and the Escrow & Paying Agent transmitted by facsimile or electronic image scan transmission in .pdf format shall be deemed to be their original signatures for all purposes.

Section 5.13 Compliance with Court Orders . In the event that a legal garnishment, attachment, levy, restraining notice or court order is served with respect to any of the Escrow Deposit, or the delivery thereof shall be stayed or enjoined by an order of a court, Escrow & Paying Agent is hereby expressly authorized, in its reasonable discretion, to obey and comply with all such orders, which it is advised by legal counsel of its own choosing is binding upon it, so entered or issued, and in the event that Escrow & Paying Agent obeys or complies with any

2 The Special Master may, in his sole discretion at the request of the Escrow & Paying Agent, make reasonable modifications to this Agreement to comply with applicable laws and regulations.

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such order it shall not be liable to any of the Parties or Special Master hereto or to any other person by reason of such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated.

Section 5.14 Entire Agreement. This Agreement, the Shanghai Escrow Agent Agreement, the Distribution Agreement constitute the entire understanding among the Parties, the Special Master, and the Escrow & Paying Agent, together with their respective partners, members, trustees, shareholders, officers, directors and employees, with respect to the matters described herein, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. For the avoidance of doubt, this Agreement does not supersede or otherwise modify the Parties’ respective rights and obligations under the Purchase Agreements, the IRA, the GSA, or any other agreement executed in connection with those documents. In addition, this Agreement does not supersede or otherwise modify the Special Master’s rights, entitlements, and privileges under the Appointment Order, the Restitution Order, and any and all other Orders of the District Court relating to the Special Master.

Section 5.15 Authorization. The Parties and Special Master each represent, warrant and covenant that (i) each document, notice, instruction or request provided by such Party or the Special Master to Escrow & Paying Agent shall comply with applicable laws and regulations; (ii) such Party and the Special Master has full power and authority to enter into this Agreement and to perform all of the duties and obligations to be performed by it hereunder; (iii) the person(s) executing this Agreement on such Party’s behalf and certifying Authorized Representatives in the applicable Schedule 1 has been duly and properly authorized to do so, and each Authorized Representative of such Party has been duly and properly authorized to take actions specified for such person in the applicable Schedule 1.

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IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the date set forth above.

Takata Corporation, As TKJP

Signature:______Name:______Title: ______Phone Number: ______Mobile Number: ______

Purchaser:

Joyson KSS Auto Safety S.A . As Purchaser

Signature:______Name:______Title: ______Phone Number: ______Mobile Number: ______

Eric D. Green , In the capacity as Special Master of the OEM Restitution Fund

Signature:______Name:______Title: ______Phone Number: ______Mobile Number: ______

JPMORGAN CHASE BANK, N.A. As Escrow & Paying Agent

Signature:______Name:______Title:______

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EXHIBIT A CONSENTING OEMS

Takata Non- DOJ Takata Takata Consentin Payment Consenting Consenting g OEM Distribution Allocation OEM USD OEM RMB USD Amount Percentage Account Account Account (USD) 3 Consenting OEMs 0.0262715 AB Volvo $215,417.97 $215,417.97 % 0.0389697 Anhui Jianghuai Automobile Group Corp., Ltd. $319,538.81 $319,538.81 % 0.0035929 Aston Martin Lagonda Limited $29,460.73 $29,460.73 %

0.2579882 Beijing Benz Automotive Co., Ltd. $2,115,421.4 $2,115,421.4 % 1 1 0.0121577 BMW Brilliance Automotive Ltd. $99,689.45 $99,689.45 %

5.7051499 BMW Manufacturing Co., LLC $46,780,419. $46,780,419. % 36 36

0.2456295 Changan Ford Automobile Co., Ltd $2,014,084.1 $2,014,084.1 % 3 3

0.1608375 Changan Mazda Automobile Co., Ltd. $1,318,816.2 $1,318,816.2 % 5 5 0.0398426 Changan PSA Automobiles Co., Ltd. $326,696.88 $326,696.88 % Changchun Fengyue Company of Sichuan FAW Toyota 0.0165428 $135,645.93 $135,645.93 Motor Co., Ltd. % 0.0209801 Chery Jaguar Land Rover Automotive Co., Ltd. $172,030.30 $172,030.30 % 0.0116514 China Motor Corporation $95,537.99 $ 95,537.99 % 0.1004922 Chongqing Lifan Passenger Vehicle Co., Ltd. $824,003.82 $824,003.82 % 0.0010931 DAF Trucks N.V. $8,962.95 $8,962.95 %

1.2000105 Dongfeng Honda Automobile Co., Ltd. $9,839,705.5 $9,839,705.5 % 9 9

0.6489813 Dongfeng Motor Company Limited $5,321,440.8 $5,321,440.8 % 0 0

0.1463592 Dongfeng Passenger Vehicle Company $1,200,099.3 $1,200,099.3 % 3 3 0.0985566 Dongfeng Yulon Motor Co., Ltd $808,133.17 $808,133.17 %

3 DOJ Payment Distribution Amounts for Consenting OEMs include adjustments pursuant to the Allocation and Settlement Agreement.

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0.9363337 FAW Car Co., Ltd. $7,677,639.5 $7,677,639.5 % 4 4

6.3289228 FCA US LLC $51,895,159. $51,895,159. % 33 33 0.0302433 Ferrari S.p.A. $247,985.46 $247,985.46 %

5.3296826 Ford Motor Company $43,701,706. $43,701,706. % 58 58 0.0349843 Fujian Benz Automotive Co., Ltd. $286,859.79 $286,859.79 % 0.0255468 GAC Fiat Chrysler Automobiles Co., Ltd $209,475.29 $209,475.29 %

1.0220562 GAC Honda Automobile Co., Ltd. $8,380,536.6 $8,380,536.6 % 2 2

0.1671380 GAC Toyota Motor Co., Ltd. $1,370,478.5 $1,370,478.5 % 5 5

10.5968637 General Motors Holdings LLC $86,890,920. $86,890,920. % 64 64

14.8277907 Honda North America, Inc. $121,583,17 $121,583,179 % 9.93 .93 0.0001493 Iveco S.p.A. $1,224.50 $1,224.50 %

0.5060940 Jaguar Land Rover Ltd $4,149,809.8 $4,149,809.8 % 7 7 0.0019225 Karma Automotive LLC $15,763.68 $15,763.68 %

3.1263407 Mazda Motor Corporation $25,635,002. $25,635,002. % 05 05 0.0053663 McLaren Automotive Limited $44,002.19 $ 44,002.19 %

4.4693074 Mercedes-Benz U.S. International, Inc. $36,646,903. $36,646,903. % 02 02

1.4131898 Mitsubishi Motors Corporation $11,587,707. $11,587,707. % 67 67 0.0001635 National Electric Vehicle Sweden AB $1,340.57 $1,340.57 %

5.8731402 Nissan Motor Co., Ltd. $48,144,998. $48,144,998. % 65 65 Off -Road Vehicle Branch of Beijing Automotive Group 0.0002856 $2,342.02 $2,342.02 Co., Ltd. % 0.0064552 PCMA Rus Ooo $52,931.00 $ 52,931.00 % 0.0830497 Perusahaan Otomobil Kedua Sendirian Berhad $680,981.33 $ 680,981.33 %

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0.7809270 PJSC "AVTOVAZ" $6,403,353.5 $6,403,353.5 % 1 1

1.8935601 PSA Automobiles SA $15,526,592. $15,526,592. % 43 43 0.0059243 Renault s.a.s. $48,576.98 $ 48,576.98 %

2.3666040 SAIC General Motors Corporation Limited $19,405,401. $19,405,401. % 77 77 0.0064286 SAIC Motor Corporation Limited $52,712.50 $52,712.50 % 0.0010864 Shanghai LTI Automobile Co., Ltd. $8,908.32 $8,908.32 % 0.0089928 Shenzhen DENZA New Energy Automotive Co., Ltd. $73,738.33 $73,738.33 % 0.0760393 Sichuan FAW Toyota Motor Co., Ltd. $623,498.30 $623,498.30 % 0.0000269 Spartan Motors USA, Inc. $220.77 $220.77 %

1.4745446 Subaru Corporation $12,090,797. $12,090,797. % 97 97 0.0678964 Tan Chong Motor Assemblies Sdn Bhd $556,729.14 $556,729.14 % 0.0017323 Tata Motors Ltd. $14,204.61 $14,204.61 % 0.0942962 Tesla, Inc. $773,198.62 $773,198.62 %

0.8517936 Tianjin FAW Toyota Motor Co., Ltd. $6,984,436.9 $6,984,436.9 % 7 7

13.5681391 Toyota Motor Corporation $141,254,43 $141,254,436 % 6.16 .16

4 15.0799749 Volkswagen AG $92,701,718. $30,949,291. $123,651,009 % 27 61 .88 0.0533505 Zhengzhou Nissan Automobile Co., Ltd. $437,456.86 $437,456.86 %

99.8514502 Aggregate Consenting OEMs $747,683,70 $101,053,62 - $848,737,326 % 5.94 0.34 .28

Non-Consenting OEMs

0.0027888 Atiwe Autoteile Herstellungs- und Vertriebs GmbH $23,704.64 % $23,704.64 0.0000214 Forest River, Inc. $181.67 $181.67 % Guangzhou Automotive Group Motor (Hangzhou) Co. 0.0048742 $41,430.62

4 Volkswagen AG’s DOJ Payment Distribution Amount will consist of three wires: (1) $92,701,718.27 to Volkswagen AG from the Takata Consenting OEM USD Account, (2) $18,983,258.17 to SAIC Volkswagen Automotive Co., Ltd. from Takata Consenting OEM RMB Account, and (3) $11,966,033.44 to FAW-Volkswagen Automotive Co., Ltd from Takata Consenting OEM RMB Account.

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Ltd. % $41,430.62 0.0007794 Jiangxi Changhe Suzuki Automobile Co., Ltd. $6,625.12 $6,625.12 % 0.0033717 Maruti Suzuki India Limited $ 28,659.33 % $28,659.33 0.0055823 South East Fujian Motor Co., Ltd. $ 47,449.39 % $47,449.39

Zhejiang Geely Automobile Parts & Components Stock 0.1311321 $1,114,622 $1,114,622.9 Co., Ltd. % .94 4

0.1485498 $1,262,673 Aggregate Non-Consenting OEMs - - $1,262,673.7 % .72 2

100.000000 $1,262,673 Aggregate All OEMs $747,683,70 $101,053,62 $850,000,000 0% .72 5.94 0.34 .00

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EXHIBIT B

CONSENTING OEM USD DISTRIBUTION PAYMENT AND WIRE INSTRUCTIONS

Name of Payee U.S. Dollar FX Required? Wire Payment Instructions amount to be [Y/N] Remitted Desired Currency: [Yen/Euros] US Dollar Instructions:

Bank Bank address ABA Number: Credit A/C Name: Credit A/C #: Credit A/C Address: If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address:

For International Instructions:

Bank Name: Bank Address SWIFT Code: US Pay Through ABA: Credit A/C Name: Credit A/C # (IBAN #): Credit A/C Address: If Applicable: FFC A/C Name: FFC A/C # (IBAN #): FFC A/C Address:

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EXHIBIT C

NON-CONSENTING OEM DISTRIBUTION AMOUNTS AND SPECIAL MASTER WIRE INSTRUCTIONS

Wire Instructions:

Bank: Manufacturers & Traders Trust Company ABA: 031100092 Account Name: Takata OEM Restitution Fund Account Number: 124057-000 Address: 1100 N. Market Street Attn: Beth Andrews Wilmington, DE 19890-0100

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Schedule 1-A

Takata Corporation

DESIGNATION OF AUTHORIZED REPRESENTATIVES

The undersigned, ______, being the duly elected, qualified and acting ______of Takata Corporation (“TKJP”), does hereby certify:

1. That each of the following representatives is at the date hereof an Authorized Representative, as such term is defined in the Escrow & Paying Agent Agreement, dated ______, 2018, by and among TKJP, Purchaser, Special Master and Escrow & Paying Agent (the “Escrow & Paying Agent Agreement”), that the signature appearing opposite each Authorized Representative’s name is the true and genuine signature of such Authorized Representative, and that each Authorized Representative’s contact information is current and up-to-date at the date hereof. Each of the Authorized Representatives is authorized to issue instructions, confirm funds transfer instructions by callback or email confirmation and effect changes in Authorized Representatives, all in accordance with the terms of the Escrow & Paying Agent Agreement. Callbacks or emails confirming an instruction shall be made to an Authorized Representative other than the Authorized Representative who issued the instruction unless (a) only a single Authorized Representative is designated below, (b) the information set forth below changes and is not updated by TKJP such that only the Authorized Representative who issued the instruction is available to receive a callback or email confirmation, or (c) TKJP is an individual. TKJP acknowledges that pursuant to this Schedule, Escrow & Paying Agent is offering an option for callback or email confirmation to a different Authorized Representative, and if TKJP nevertheless names only a single Authorized Representative or fails to update Authorized Representative information, TKJP agrees to be bound by any instruction, whether or not authorized, confirmed by callback or email confirmation to the issuer of the instruction.

NAME SIGNATURE TELEPHONE, CELL NUMBER and EMAIL ADDRESS

______(ph)______(cell)______(email)______

2. Email confirmation is only permitted to a corporate email address for purposes of this Schedule. Any personal email addresses provided will not be used for email confirmation.

3. This Schedule may be signed in counterparts and the undersigned certifies that any signature set forth on an attachment to this Schedule is the true and genuine signature of an Authorized Representative and that each such Authorized Representative’s contact information is current and up-to-date at the date hereof.

4. That pursuant to TKJP’s governing documents, as amended, the undersigned has the power and authority to execute this Designation on behalf of TKJP, and that the undersigned has so executed this Designation this _____ day of ______, 2018.

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5. Notwithstanding the above, if TKJP is an individual, no signature will be required below.

Signature: ______

Name: ______

Title: ______

FOR YOUR SECURITY, PLEASE CROSS OUT ALL UNUSED SIGNATURE LINES ON THIS SCHEDULE 1-A

All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an email, must include the signature (or electronic signature subject to the conditions set forth in the Escrow & Paying Agent Agreement) of the Authorized Representative authorizing said funds transfer on behalf of such Party.

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Schedule 1-B

Joyson KSS Auto Safety S.A.

DESIGNATION OF AUTHORIZED REPRESENTATIVES

The undersigned, ______, being the duly elected, qualified and acting ______of Joyson KSS Auto Safety S.A (“Purchaser”), does hereby certify:

1. That each of the following representatives is at the date hereof an Authorized Representative, as such term is defined in the Escrow & Paying Agent Agreement, dated ______, 2018, by and among TKJP, Purchaser, Special Master and Escrow & Paying Agent (the “Escrow & Paying Agent Agreement”), that the signature appearing opposite each Authorized Representative’s name is the true and genuine signature of such Authorized Representative, and that each Authorized Representative’s contact information is current and up-to-date at the date hereof. Each of the Authorized Representatives is authorized to issue instructions, confirm funds transfer instructions by callback or email confirmation and effect changes in Authorized Representatives, all in accordance with the terms of the Escrow & Paying Agent Agreement. Callbacks or emails confirming an instruction shall be made to an Authorized Representative other than the Authorized Representative who issued the instruction unless (a) only a single Authorized Representative is designated below, (b) the information set forth below changes and is not updated by Purchaser such that only the Authorized Representative who issued the instruction is available to receive a callback or email confirmation, or (c) Purchaser is an individual. Purchaser acknowledges that pursuant to this Schedule, Escrow & Paying Agent is offering an option for callback or email confirmation to a different Authorized Representative, and if Purchaser nevertheless names only a single Authorized Representative or fails to update Authorized Representative information, Purchaser agrees to be bound by any instruction, whether or not authorized, confirmed by callback or email confirmation to the issuer of the instruction.

NAME SIGNATURE TELEPHONE, CELL NUMBER and EMAIL ADDRESS

______(ph)______(cell)______(email)______

2. Email confirmation is only permitted to a corporate email address for purposes of this Schedule. Any personal email addresses provided will not be used for email confirmation.

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4. That pursuant to Purchaser’s governing documents, as amended, the undersigned has the power and authority to execute this Designation on behalf of Purchaser, and that the undersigned has so executed this Designation this _____ day of ______, 2018.

5. Notwithstanding the above, if Purchaser is an individual, no signature will be required below.

Signature: ______

Name: ______

Title: ______

FOR YOUR SECURITY, PLEASE CROSS OUT ALL UNUSED SIGNATURE LINES ON THIS SCHEDULE 1-B

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Schedule 1-C

Eric. D. Green

DESIGNATION OF AUTHORIZED REPRESENTATIVES

The undersigned, ______, being the duly elected, qualified and acting ______of (“Special Master”), does hereby certify:

1. That each of the following representatives is at the date hereof an Authorized Representative, as such term is defined in the Escrow & Paying Agent Agreement, dated ______, 2018, by and among TKJP, Purchaser, Special Master and Escrow & Paying Agent (the “Escrow & Paying Agent Agreement”), that the signature appearing opposite each Authorized Representative’s name is the true and genuine signature of such Authorized Representative, and that each Authorized Representative’s contact information is current and up-to-date at the date hereof. Each of the Authorized Representatives is authorized to issue instructions, confirm funds transfer instructions by callback or email confirmation and effect changes in Authorized Representatives, all in accordance with the terms of the Escrow & Paying Agent Agreement. Callbacks or emails confirming an instruction shall be made to an Authorized Representative other than the Authorized Representative who issued the instruction unless (a) only a single Authorized Representative is designated below, (b) the information set forth below changes and is not updated by Special Master such that only the Authorized Representative who issued the instruction is available to receive a callback or email confirmation, or (c) Special Master is an individual. Special Master acknowledges that pursuant to this Schedule, Escrow & Paying Agent is offering an option for callback or email confirmation to a different Authorized Representative, and if Special Master nevertheless names only a single Authorized Representative or fails to update Authorized Representative information, Special Master agrees to be bound by any instruction, whether or not authorized, confirmed by callback or email confirmation to the issuer of the instruction.

NAME SIGNATURE TELEPHONE, CELL NUMBER and EMAIL ADDRESS

______(ph)______(cell)______(email)______

2. Email confirmation is only permitted to a corporate email address for purposes of this Schedule. Any personal email addresses provided will not be used for email confirmation.

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4. That pursuant to Special Master’s governing documents, as amended, the undersigned has the power and authority to execute this Designation on behalf of Special Master, and that the undersigned has so executed this Designation this _____ day of ______, 2018.

5. Notwithstanding the above, if Special Master is an individual, no signature will be required below.

Signature: ______

Name: ______

Title: ______

FOR YOUR SECURITY, PLEASE CROSS OUT ALL UNUSED SIGNATURE LINES ON THIS SCHEDULE 1-C

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SCHEDULE 2

JPMORGAN PAYMENT DISCLOSURES

Schedule of Fees for Escrow & Paying Agent Services Account Acceptance Fee ...... …... $25,000 one time fee Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon closing.

One Time Account Maintenance Fee ...... $130,000 The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon closing and annually in advance thereafter, without pro-ration for partial years.

Extraordinary Services and Out-of-Pocket Expenses: Escrow & Paying Agent or any of its affiliates may receive compensation with respect to any Alternative Investment directed hereunder including without limitation charging any applicable agency fee or trade execution fee in connection with each transaction. Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at Escrow & Paying Agent's then standard rate. Escrow & Paying Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by Escrow & Paying Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority.

Fee Disclosure & Assumptions : Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review, and assumes the escrow deposit will not be invested. Escrow & Paying Agent reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or other factors change from those used to set the fees described herein. Payment of the invoice is due upon receipt.

Disclosures and Agreements Taxes. The Parties and Special Master shall duly complete such tax documentation or other procedural formalities necessary for Escrow & Paying Agent to complete required tax reporting and for the relevant Party or Special Master to receive interest or other income without withholding or deduction of tax in any jurisdiction. Should any information supplied in such tax documentation change, the Parties and Special Master shall promptly notify Escrow & Paying Agent. Escrow & Paying Agent shall withhold any taxes it deems appropriate in the absence of proper tax documentation or as required by law, including without limitation, the Foreign Account Tax Compliance Act (“FATCA”), and shall remit such taxes to the appropriate authorities.

Representations Relating to Section 15B of the Securities Exchange Act of 1934 (Rule 15Ba1-1 et seq.) (the “Municipal Advisor Rule”) . Each Party and the Special Master represents and warrants to Escrow & Paying Agent that for purposes of the Municipal Advisor Rules, none of the funds (if any) currently invested, or that will be invested in the future, in money market funds, commercial paper or treasury bills under this Agreement constitute or contain (i) proceeds of municipal securities (including investment income therefrom and monies pledged or otherwise legally dedicated to serve as collateral or a source or repayment for such securities) or (ii) municipal escrow investments (as each such term is defined in the Municipal Advisor Rule). Each Party and Special Master also represents and warrants to Escrow & Paying Agent that the person providing this certification has access to the appropriate information or has direct knowledge of the source of the funds to be invested to enable the forgoing representation to be made. Further, each Party acknowledges that Escrow & Paying Agent will rely on this representation until notified in writing otherwise.

Patriot Act Disclosure. Section 326 of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”) requires Escrow Agent to implement reasonable procedures to verify the identity of any person that opens a new account with it. Accordingly, the Parties and Special Master acknowledge that Section 326 of the USA PATRIOT Act and Escrow & Paying Agent’s identity verification procedures require Escrow & Paying Agent to obtain information which may be used to confirm the Parties’ and Special Masters’ identity including without limitation name, address and organizational documents (“identifying information”). The Parties and Special Master agree to provide Escrow & Paying Agent with and consent to Escrow & Paying Agent obtaining from third parties any such identifying information required as a condition of opening an account with or using any service provided by Escrow Agent.

OFAC Disclosure . Escrow & Paying Agent is required to act in accordance with the laws and regulations of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including but not limited to regulations issued by the U.S. Office of Foreign Assets Control. Escrow & Paying Agent is not obligated to execute payment orders or effect any other transaction where the beneficiary or other payee is a person or entity with whom Escrow & Paying Agent is prohibited from doing business by any law or regulation applicable to Escrow

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& Paying Agent, or in any case where compliance would, in Escrow & Paying Agent’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where Escrow & Paying Agent does not execute a payment order or effect a transaction for such reasons, Escrow & Paying Agent may take any action required by any law or regulation applicable to Escrow & Paying Agent including, without limitation, freezing or blocking funds. Transaction screening may result in delays in the posting of transactions.

Abandoned Property . Escrow & Paying Agent is required to act in accordance with the laws and regulations of various states relating to abandoned property, escheatment or similar law and, accordingly, shall be entitled to remit dormant funds to any state as abandoned property in accordance with such laws and regulations. Without limitation of the foregoing, notwithstanding any instruction to the contrary, Escrow & Paying Agent shall not be liable to any Party or Special Master for any amount disbursed from an account maintained under this Agreement to a governmental entity or public official in compliance with any applicable abandoned property, escheatment or similar law.

Information. The Parties and Special Master authorize Escrow & Paying Agent to disclose information with respect to this Agreement and the account(s) established hereunder, the Parties and/or Special Master, or any transaction hereunder if such disclosure is: (i) necessary in Escrow & Paying Agent’s opinion, for the purpose of allowing Escrow & Paying Agent to perform its duties and to exercise its powers and rights hereunder or for compliance with legal, tax and regulatory requirements, including, without limitation, FATCA; (ii) to a proposed assignee of the rights of Escrow & Paying Agent; (iii) to a branch, affiliate, subsidiary, employee or agent of Escrow & Paying Agent or to their auditors, regulators or legal advisers or to any competent court; (iv) to the auditors of any of the Parties or Special Master; or (v) required by applicable law, regardless of whether the disclosure is made in the country in which each Party or Special Master resides, in which the Escrow Account is maintained, or in which the transaction is conducted. The Parties and Special Master agree that such disclosures by Escrow & Paying Agent and its affiliates may be transmitted across national boundaries and through networks, including those owned by third parties.

Foreign Exchange. If Escrow & Paying Agent accepts a funds transfer instruction under this Agreement for payment in a currency (the “Non- Account Currency”) other than the currency of the account (the “Account Currency”), Escrow & Paying Agent is authorized to enter into a foreign exchange transaction to sell to the Party or Parties or Special Master the amount of Non-Account Currency required to complete the funds transfer and debit the account for the purchase price of the Non-Account Currency. If Escrow & Paying Agent accepts payment to the account in a Non-Account Currency, Escrow Agent is authorized to purchase the Non-Account Currency from the Party or Parties or Special Master, and to credit the purchase price to the account in lieu of the Non-Account Currency. The purchase price for the foregoing transactions shall be at a rate and spread as Escrow Agent determines in its discretion and may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which Escrow & Paying Agent otherwise enters into foreign exchange transactions on the relevant date. Further, (i) Escrow & Paying Agent has full discretion to execute such foreign exchange transactions in such manner as Escrow & Paying Agent determines in its sole discretion and (ii) Escrow & Paying Agent may manage the associated risks of Escrow & Paying Agent’s own position in the market in a manner it deems appropriate without regard to the impact of such activities on the Parties or Special Master. Imbedded within the applicable foreign exchange rate or otherwise generated in connection with Escrow & Paying Agent’s execution of any such transaction or management of its risk related thereto may be a profit to Escrow & Paying Agent. Any such foreign exchange transaction will be between Escrow & Paying Agent and a Party or Parties or Special Master as principals, and Escrow & Paying Agent will not be acting as agent or fiduciary for the Parties or Special Master .

Acknowledgment of Compensation and Multiple Roles. Escrow & Paying Agent is authorized to act under this Agreement notwithstanding that Escrow & Paying Agent or any of its subsidiaries or affiliates (such subsidiaries and affiliates hereafter individually called an “Affiliate” and collectively called “Affiliates”) may (A) receive fees or derive earnings (float) as a result of providing an investment product or account on the books of Escrow & Paying Agent pursuant to this Agreement or for providing services or referrals with respect to investment products, or (B) (i) act in the same transaction in multiple capacities, (ii) engage in other transactions or relationships with the same entities to which Escrow & Paying Agent may be providing escrow or other services under this Agreement (iii) refer clients to an Affiliate for services or (iv) enter into agreements under which referrals of escrow or related transactions are provided to Escrow & Paying Agent. JPMorgan Chase Bank, N.A. may earn compensation from any of these activities in addition to the fees charged for services under this Agreement.

THE FOLLOWING DISCLOSURES ARE REQUIRED TO BE PROVIDED UNDER APPLICABLE U.S. REGULATIONS, INCLUDING, BUT NOT LIMITED TO, FEDERAL RESERVE REGULATION D. WHERE SPECIFIC INVESTMENTS ARE NOTED BELOW, THE DISCLOSURES APPLY ONLY TO THOSE INVESTMENTS AND NOT TO ANY OTHER INVESTMENT.

Demand Deposit Account Disclosure . Escrow & Paying Agent is authorized, for regulatory reporting and internal accounting purposes, to divide an escrow demand deposit account maintained in the U.S. in which the Escrow Deposit is held into a non-interest bearing demand deposit internal account and a non-interest bearing savings internal account, and to transfer funds on a daily basis between these internal accounts on Escrow & Paying Agent’s general ledger in accordance with U.S. law at no cost to the Parties and Special Master. Escrow & Paying Agent will record the internal accounts and any transfers between them on Escrow & Paying Agent’s books and records only. The internal accounts and any transfers between them will not affect the Escrow Deposit, any investment or disposition of the Escrow Deposit, use of the escrow demand deposit account or any other activities under this Agreement, except as described herein. Escrow Agent will establish a target balance for the demand deposit internal account, which may change at any time. To the extent funds in the demand deposit internal account exceed the target balance, the excess will be transferred to the savings internal account, unless the maximum number of transfers from the savings internal account for that calendar month or statement cycle has already occurred. If withdrawals from the demand deposit internal account exceeds the available balance in the demand deposit internal account, funds from the savings internal account will be transferred to the demand deposit internal account up to the entire balance of available funds in the savings internal account to cover the shortfall and to replenish any target balance that Escrow & Paying Agent has established for the demand deposit internal account. If a sixth transfer is needed during a calendar month or statement cycle, it will be for the entire balance in the savings internal account, and such funds will remain in the demand deposit internal account for the remainder of the calendar month or statement cycle.

Unlawful Internet Gambling . The use of any account to conduct transactions (including, without limitation, the acceptance or receipt of funds through an electronic funds transfer, or by check, draft or similar instrument, or the proceeds of any of the foregoing) that are related, directly or indirectly, to unlawful Internet gambling is strictly prohibited.

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Use of Electronic Records and Signatures. As used in this Agreement, the terms “writing” and “written” include electronic records, and the terms “execute”, “signed” and “signature” include the use of electronic signatures. Notwithstanding any other provision of this Agreement or the attached Exhibits, any electronic signature that is presented as the signature of the purported signer, regardless of the appearance or form of such electronic signature, may be deemed genuine by Escrow & Paying Agent in Escrow & Paying Agent’s sole discretion, and such electronic signature shall be of the same legal effect, validity and enforceability as a manually executed, original, wet-inked signature; provided, however, that any such electronic signature must be an actual and not a typed signature. Any electronically signed agreement shall be an “electronic record” established in the ordinary course of business and any copy shall constitute an original for all purposes. The terms “electronic signature” and “electronic record” shall have the meanings ascribed to them in 15 USC § 7006. This Agreement and any instruction or other document furnished hereunder may be transmitted by facsimile or as a PDF file attached to an email.

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SCHEDULE 3

FORM OF ESCROW RELEASE NOTICES

[Date]

JPMorgan Chase Bank, N.A., Escrow Services Attn: Orla Mc Donald/Donna Fitzsimmons Fax No.: (212)552-2812 Email Address: [email protected]

Re: [Name of Parties] – Escrow And Paying Agent Agreement dated [ ] Escrow Account no. [ ]

Dear Sir/Madam:

We refer to an Escrow And Paying Agent Agreement dated [ ] among Takata Corporation (“TKJP”), Joyson KSS Auto Safety S.A. (the “Purchaser”), Eric D. Green (the “Special Master”) and JPMorgan Chase Bank, N.A., as Escrow & Paying Agent (the “A greement ”).

Capitalized terms in this letter that are not otherwise defined shall have the same meaning given to them in the Agreement.

In accordance with Section 3.1(a), the Special Master instructs the Escrow & Paying Agent to release the funds from the Escrow Account as follows:

i) Disburse from the Takata Consenting OEM USD Account to the Consenting OEM’s listed on the attached Exhibit A the amounts and the payment instructions set forth thereon. ii) Disburse to the Takata Corporation Restitution Fund Trust all funds deposited in the Takata Non-Consenting OEM USD Account in accordance with the wire payment instructions set forth on Exhibit C.

Sincerely,

Eric D. Green , In the capacity as Special Master of the OEM Restitution Fund

Signature:______

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Name:______Title: ______Phone Number: ______Mobile Number: ______

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EXHIBIT C-2 (JPM Shanghai Escrow and Paying Agent Agreement)

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ESCROW AND PAYING AGENT AGREEMENT

THIS ESCROW AND PAYING AGENT AGREEMENT (“ Agreement ”) is entered into as of April __, 2018, by and among:

(ii) Ningbo Joyson Safety Systems Co., Ltd., a company registered under the laws of PRC having its registered address at 2/F, Building 5, No. 1266, Juxian Road, National High-Tech Park, Ningbo, Zhejiang Province, Ningbo, 315040, China (the “ Purchaser ” and together with TKJP, the “Parties ”);

(iv) JPMorgan Chase Bank (China) Company Limited, Shanghai Branch (the “ Escrow & Paying Agent ” and “ Bank ” as applicable throughout this Agreement).

RECITALS

B. In the Criminal Case, (i) TKJP pled guilty to one count of wire fraud in that certain Rule 11 Plea Agreement between TKJP and the United States of America, by and through the Department of Justice, Criminal Division, Fraud Section and the United States Attorney’s Office for the Eastern District of Michigan (the “ DOJ ”) dated January 13, 2017 and entered by the District Court in the Criminal Case on February 27, 2017 [Docket No. 23] 1 (the “ Plea Agreement ”); and (ii) the District Court entered the Restitution Order on February 27, 2017 [Docket No. 24] (the “ Restitution Order ”) which, in each case, requires, among other things, a payment to a special master for the benefit of Consenting OEMs 2 (as defined below) and certain other automobile original equipment manufacturers (each an “ OEM ” and collectively, the “OEMs ”) who each purchased airbags with phase-stabilized ammonium nitrate inflators (“ PSAN Inflators ”) from TKJP or any of its subsidiaries in the amount of USD $850,000,000 (the “ OEM Restitution Fund ”) within five days after the closing of a sale, merger, acquisition, or transfer of control of TKJP.

1 Citations to “[Docket No. ___]” refer to the docket entries in the Criminal Case. 2 The schedule of Consenting OEMs is attached hereto as Exhibit A.

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D. On (i) June 25, 2017, TK Holdings Inc., Takata Americas, TK Holdings de Mexico S. de R.L. de C.V., TK Mexico, LLC, Takata de Mexico S.A. de C.V., Industrias Irvin de Mexico, S.A. de C.V., Strosshe-Mex S. de R.L. de C.V., TK Finance LLC, TK China LLC, TK Mexico Inc., IIF Holdings, Inc., and Takata Protection Systems, Inc. (collectively, the “ U.S. Debtors ”) each commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “ Delaware Court ”) that are being jointly administered by the Delaware Court at Case No. 17-11375(BLS) (the “ U.S. Proceedings ”); and (ii) June 26, 2017, TKJP, Takata Kyushu K.K., and Takata Service Corporation (collectively, the “ Japan Debtors ” and together with the U.S. Debtors, the “ Takata Debtors ”) commenced civil rehabilitation proceeding under the Civil Rehabilitation Act of Japan in the 20 th Department of the Civil Division (the “ Japan Proceedings ” and together with the U.S. Proceedings, the “ Bankruptcy Proceedings ”).

F. On November 16, 2017 and in furtherance of the Plea Agreement, Restitution Order, and Bankruptcy Proceedings, (i) certain U.S. Debtors, Purchaser, and KSS Holdings, Inc. (“ KSS ”) (solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ U.S. Purchase Agreement ”); (ii) the Japan Debtors, Purchaser, and KSS (solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ TKJP Purchase Agreement ”); and (iii) Takata Europe GmbH, TAKATA Aktiengesellschaft, TAKATA Sachsen GmbH, Purchaser’s subsidiary, Joyson KSS Holdings No.2 S.à r.l., and KSS (solely for limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “TK Europe Purchase Agreement ” and together with the U.S Purchase Agreement and the TKJP Purchase Agreement, the “ Purchase Agreements ”).

H. The purchase price to be paid by Purchaser under the Purchase Agreements (the “Purchase Price ”) will be in an amount sufficient to, among other things, fund the OEM

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Restitution Fund, and it is a closing condition to the Purchase Agreements and a condition to the effectiveness of certain other agreements entered in connection with the Bankruptcy Proceedings that each Consenting OEM receive its allocable share of the OEM Restitution Fund. The Purchase Agreements, the Plan (as defined below), the Article 85 Order (as defined below), the Article 42 Order (as defined below), and the IRA (as defined below), and that certain Global Settlement Agreement dated November 16, 2017 among the Consenting OEMs, TKJP, and the other parties thereto (the “ GSA ”) provide that some or all of the Purchase Price associated with certain affiliates of TKJP listed on the schedule attached to the Distribution Agreement as Exhibit B (collectively, the “Restitution Payment Funding Entities ”) shall, directly or indirectly, be contributed to the OEM Restitution Fund on behalf of such entities in satisfaction of their obligations under the relevant agreements.

I. In furtherance of the foregoing and in order to ensure that the OEMs (including the Consenting OEMs) each receive their allocable share of the OEM Restitution Fund upon the Closing (each as defined in the applicable Purchase Agreements), Purchaser has agreed to place, and the other Parties and the Special Master have consented to Purchaser placing, an aggregate amount in cash equal to USD$850,000,000 (the “ DOJ Payment Amount ”) in one or more Escrow & Paying Agent’s accounts (the “ Distribution Accounts ”) in accordance with this Agreement, the New York Escrow and Paying Agent Agreement entered into by the TKJP, an affiliate of the Purchaser, the Special Master and the Escrow & Paying Agent as of the date hereof (the “ New York Escrow and Paying Agent Agreement ”) the Distribution Agreement entered into by the Parties, the Special Master, and the Consenting OEMs as of the date hereof (the “ Distribution Agreement ”), for the purpose of (i) the Escrow & Paying Agent, on behalf of the Special Master, paying the Consenting OEMs their allocable share of the DOJ Payment Amount and (ii) the Escrow & Paying Agent distributing to the Special Master or at the Special Master’s Direction the other OEM’s allocable share of the DOJ Payment Amount.

NOW THEREFORE, the Special Master, the Parties, and the Escrow & Paying Agent agree as follows:

ARTICLE 1 EFFECTIVE DATE AND TERM; APPOINTMENT OF THE ESCROW & PAYING AGENT

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Section 1.2 Effective Date. This Agreement will become effective (the date of such effectiveness, the “ Effective Date ”) upon satisfaction of each of the following conditions:

(a) Execution of the Distribution Agreement by the parties thereto, this Agreement by the Parties, the Special Master, and the Escrow & Paying Agent, and the New York Escrow and Paying Agent Agreement by the Parties, the Special Master and the New York Escrow & Paying Agent; and

ARTICLE 2 DISTRIBUTIONS OF DOJ PAYMENT AMOUNT

Section 2.1 Escrow Fund. At the closings of the transactions contemplated by the Purchase Agreements (the “ Closings ” and the date on which the Closings occur, the “ Closing Date ”), the Purchaser will deposit, or cause to be deposited, with Escrow & Paying Agent by wire transfer of immediately available funds to the accounts and in accordance with the wire instructions in this Section 2.1(a) an aggregate amount equal to $______(“ Escrow Deposit ”) in accordance with the terms of this Agreement and the Distribution Agreement. During the term of this Agreement, the Escrow Deposit shall be held in accounts established with the Escrow & Paying Agent and with the following details (collectively “ Escrow Account ”):

Takata Consenting OEM RMB Distribution Account

- Amount: an amount equal to the aggregate amount to be distributed to the Consenting OEMs listed on Exhibit B - Account Currency: RMB - Account Title: Ningbo Joyson Safety Systems Co., Ltd. - Account Number: [ ] - Bank: JPMorgan Chase Bank (China) Company Limited, Shanghai Branch - Bank SWIFT: CHASCNSH - CNAPS Code: 533290000019

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(b) Upon receipt of the Escrow Deposit, the Escrow & Paying Agent shall confirm in writing receipt of the Escrow Deposit to the Special Master, the Parties, Takata, and their respective counsel.

(c) The Escrow & Paying Agent shall hold the Escrow Deposit and any other amounts credited to the Escrow Account, including any interest accrued in respect of the Escrow Deposit but subject to any deductions under this Agreement (the " Escrow Fund ") on the terms and subject to the conditions of this Agreement. The Escrow & Paying Agent shall hold the Escrow Fund in one or more non interest bearing accounts. The Escrow Fund shall be continuously held uninvested. The Escrow & Paying Agent has no tax withholding or information reporting of any kind hereunder.

ARTICLE 3 DISPOSITION, TERMINATION, AND SPECIAL MASTER RELEASE

Section 3.1 Disposition and Termination.

(i) from the Ningbo Joyson Safety Systems Co., Ltd. Account, to the Consenting OEMs listed in Exhibit A, in the amounts, in [Renminbi], and in accordance with such Consenting OEMs’ wiring instructions, as set forth on Exhibit B, (the “Distribution Payments ”).

(b) Upon receipt of the Escrow Deposit, the Escrow & Paying Agent shall confirm in writing receipt via email to the email addresses set forth in Section 5.1 for Special Master, the Parties, Takata, and their respective counsel.

(c) The Escrow & Paying Agent shall hold the Escrow Deposit (the " Escrow Fund ") on the terms and subject to the conditions of this Agreement. The funds deposited into the Escrow Account shall be held in separate accounts, which separation may be accomplished by appropriate entry on the books and records of the Escrow & Paying Agent. The Escrow Fund shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto or any OEM, except as set forth in Section 5.13 and shall be held and disbursed solely for the purposes of and in accordance with the terms of this Agreement. The Escrow & Paying Agent shall hold the Escrow Fund in non-interest bearing accounts. The Escrow Fund shall be continuously held uninvested.

3.2 Releases.

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limitation, the law firm of, and the attorneys working for, Brown Rudnick LLP), financial or investment advisors, insurers, consultants, accountants, investment bankers, commercial bankers, advisors or agents, heirs, executors, trustees, personal or legal representatives, estates, administrators, successors, and permitted assigns (collectively, the “ SM Released Parties ”) from, any and all claims, counterclaims, disputes, liabilities, rights, suits, obligations, judgments, duties, demands, defenses, liens, actions, administrative proceedings, costs, expenses, matters, issues, and causes of action of every kind and nature, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been, could have been, or in the future can or might be asserted in any court, tribunal or proceeding, (including but not limited to any claims arising under federal, state, foreign or common law) whether individual, direct, class, representative, legal, equitable, or any other type or in any other capacity (“ Claims ”) against the Special Master and the SM Released Parties that TKJP ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with this Agreement, the Distribution Agreement, and the payment and distribution of the DOJ Payment Amount as provided by this Agreement and the Distribution Agreement.

(c) The Purchaser agrees to indemnify, defend, hold harmless, pay or reimburse the Special Master and the SM Released Parties from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “ Losses ”) arising out of or in connection with (a) the Special Master’s performance of this Agreement, the Shanghai Escrow and Paying Agent Agreement, and the Escrow and Paying Agent Agreement and (b) the Special Master's following, accepting or acting upon any instructions or directions, whether joint or singular, from the OEMs received in accordance with the Distribution Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by fraud or willful malfeasance of the indemnified party. TKJP hereby acknowledges and agrees that TKJP’s indemnification obligations set forth in the Appointment Order and the Engagement Letter, entered into by TKJP and the Special Master on September 7, 2017, and approved by the Court on September 13, 2017 shall extend and apply to Losses incurred by the Special Master and the SM Released Parties arising out of or in connection with all actions of the Special Master and the SM Released Parties under this Agreement, the New York Escrow and Paying Agent Agreement, and the Distribution Agreement. The Purchaser’s and TKJP’s indemnification obligations in this Section 3.2(c) shall be joint and several.

Section 3.3 Knowledge of Special Master. Notwithstanding any references in this Agreement, the Parties acknowledge that the Special Master, including but not limited to entities

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affiliated with the Special Master, shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of the Purchase Agreements, that certain Indemnity and Release Agreement dated November 16, 2017 between the Purchaser and the Consenting OEMs (the “IRA ”), or the GSA, whether or not an original or a copy of such agreement has been provided to the Special Master; and the Special Master shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Agreement to the Purchase Agreements, IRA, and GSA are for the convenience of the Parties, and the Special Master has no duties or obligations with respect thereto.

Section 3.4 Authorized Persons.

(b) Notwithstanding anything to the contrary set forth in Section 5.1, any instructions setting forth, claiming, containing, objecting to, or in any way related to the transfer or distribution of the Escrow Fund, shall be irrevocable, must be in writing, executed by the Special Master or a Party (as applicable) as evidenced by the signatures of the designated persons for the Special Master or such Party set forth on the Designation of Authorized Representatives attached hereto as Schedule 1 (each an “ Authorized Representative ”), and must be delivered to Escrow & Paying Agent only by confirmed facsimile or as a Portable Document Format (“ PDF ”) attached to an email on a Business Day (as defined below) only at the fax number or email address set forth in Section 5 below. Each Designation of Authorized Representatives shall be signed by the duly authorized officer of the named Party. No instruction for or related to the transfer or distribution of the Escrow Fund shall be deemed delivered and effective unless Escrow & Paying Agent actually shall have received it on a Business Day by facsimile or as a PDF attached to an email only at the fax number or email address set forth in Section 5.1 and as evidenced by a confirmed transmittal to the sending party’s transmitting fax number or email address and Escrow & Paying Agent has been able to satisfy any applicable security procedures as may be required hereunder. Escrow & Paying Agent shall not be liable to any Party or Special Master or other person for refraining from acting upon any instruction for or related to the transfer or distribution of the Escrow Fund if delivered to any other fax number or email address, including but not limited to a valid email address of any employee of Escrow & Paying Agent.

(c) The Parties and the Special Master each acknowledge that Escrow & Paying Agent is authorized to use the funds transfer instructions set out in Exhibit B to disburse any funds due to Consenting OEMs, without a verifying call-back.

(d) In the event any funds transfer instructions other than the initial instructions set forth in the attached Exhibit B are set forth in a permitted instruction from a Party or the Special Master in accordance with this Agreement, it being agreed that neither a Party nor the Special Master shall be permitted to modify the dollar amount allocated to a Consenting OEM in Exhibit A or B pursuant to such new instructions, the Escrow & Paying Agent will confirm such instructions by a telephone call-back or email confirmation to an Authorized Representative of the Party or the Special Master and the Escrow & Paying Agent may rely and act upon the confirmation of anyone

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purporting to be that Authorized Representative. No funds will be disbursed until such confirmation occurs. Each Party agrees that after such confirmation, Escrow & Paying Agent may continue to rely solely upon such additional instructions and all identifying information set forth therein for such beneficiary without an additional telephone call-back or email confirmation. Further, it is understood and agreed that if multiple disbursements are provided for under this Agreement pursuant to any standing instructions, only the date, amount and/or description of payments may change without requiring a telephone call-back or email confirmation.

(e) The persons designated as Authorized Representatives and telephone numbers for same may be changed only in writing executed by an Authorized Representative or other duly authorized officer for the Party or the Special Master setting forth such changes and actually received by Escrow & Paying Agent via facsimile or as a PDF attached to an email. Escrow & Paying Agent will confirm any such change in Authorized Representatives by a telephone call-back or email confirmation to an Authorized Representative and Escrow & Paying Agent may rely and act upon the confirmation of anyone purporting to be that Authorized Representative. Escrow & Paying Agent, any intermediary bank and the beneficiary's bank in any funds transfer may rely upon the identifying number of the beneficiary’s bank or any intermediary bank provided in Exhibit B and Exhibit C. Further the beneficiary’s bank in the funds transfer instruction may make payment on the basis of the account number provided in such instruction even though it identifies a person different from the named beneficiary.

(f) The Parties and the Special Master acknowledge that there are certain security, corruption, transmission error and access availability risks associated with using facsimile, open networks such as the internet and the Parties and the Special Master hereby expressly assume such risks.

(g) As used in this Section 3, “ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which (i) Escrow & Paying Agent located at the notice address set forth below in Section 8 OR (ii) in Hong Kong are authorized or required by law or executive order to remain closed.

(h) The Parties and the Special Master acknowledge that the security procedures set forth in Section 3.4 are commercially reasonable.

(i) Upon delivery of the Escrow Fund in full by Escrow & Paying Agent, this Agreement shall terminate and the related account(s) shall be closed, subject to the provisions of Section 6. Purchaser hereby agrees and authorizes the Escrow & Paying Agent to close the Escrow Account upon termination of this Agreement without further notice by the Escrow & Paying Agent.

(j) If any funds transfer instruction requires payment in a currency other than the currency of the Escrow Account, subject to applicable laws, the Escrow & Paying Agent may convert the Escrow Fund to the currency of that instruction at a foreign exchange rate and spread, and at such date and time, as the Escrow & Paying Agent determines in its discretion. The applicable foreign exchange rate may differ from rates at which comparable transactions are entered into with other customers or the range of foreign exchange rates at which the Bank

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otherwise enters into foreign exchange transactions on the relevant date. Any such foreign exchange transaction will be between the Escrow & Paying Agent and a Party and the Special Master or the Parties and the Special Master as principals, and the Escrow & Paying Agent will not be acting as agent or fiduciary for any Party. Notwithstanding any prior action or course of dealing, subject to applicable law and regulations, the Escrow & Paying Agent has no obligation to cancel, reverse or otherwise buy back foreign currencies purchased by any Party or the Special Master and the Escrow & Paying Agent makes no commitment to buy back currencies. Each Party and the Special Master acknowledges that it may not be able to sell back certain foreign currencies once purchased.

(k) Additionally, for the purpose of disbursement of funds, Purchaser will provide Escrow & Paying Agent certain additional payment forms with details filled into with affixed company chop. The format and content of the payment forms will be provided by the Escrow & Paying Agent. Purchaser authorizes the Escrow & Paying Agent to fill in any missing information for the purpose of effectuating payments from the Escrow Account pursuant to the terms of this Agreement.

(l) Without prejudice to any other provisions of this Agreement, in the event that approvals, registrations or other formalities from the foreign exchange administration or any other regulatory body of the People’s Republic of China (the “ PRC ”) are required to be obtained by the Parties and the Special Master for the opening of the Escrow Account, deposit of the Escrow Fund, investment or operations of the Escrow Fund, or the disposal or returning by the Escrow & Paying Agent of the amount of Escrow Fund received or for giving effect to or the completion of any arrangements or transactions contemplated by this Agreement, the Parties and the Special Master shall use their best efforts to obtain such approvals, registrations or other formalities (including but not limited to providing the relevant documents and going through the formalities required by the laws and regulations of the foreign exchange administration of the PRC and of any other regulatory body) as soon as practicable. The Escrow & Paying Agent shall not be liable to any Party and the Special Master or any person or entity for any losses or liabilities arising out of or in connection with the failure by any of the Parties and the Special Master to perform any of its obligations in the preceding sentence or the failure to obtain such approvals, registrations or other formalities required from the foreign exchange administration of the PRC or any other regulatory body.

ARTICLE 4 PROVISIONS CONCERNING THE ESCROW & PAYING AGENT

Section 4.1 Escrow & Paying Agent. Escrow & Paying Agent shall have only those duties as are specifically and expressly provided herein, which shall be deemed purely ministerial in nature, and no other duties, including but not limited to any fiduciary duty, shall be implied. Escrow & Paying Agent has no knowledge of, nor any obligation to comply with, the terms and conditions of any other agreement between the Parties and the Special Master , nor shall Escrow & Paying Agent be required to determine if any Party or Special Master has complied with any other agreement, including the Distribution Agreement and is not responsible for verifying the terms or conditions of the Distribution Agreement. Notwithstanding the terms of any other agreement between the Parties and the Special Master, the terms and conditions of this Agreement shall

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control the actions of Escrow & Paying Agent. Escrow & Paying Agent may conclusively rely upon any written notice, document, instruction or request delivered by the Parties or the Special Master believed by it to be genuine and to have been signed by an Authorized Representative(s), as applicable, without inquiry and without requiring substantiating evidence of any kind and Escrow & Paying Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document, notice, instruction or request. Any notice, document, instruction or request delivered by a Party or the Special Master but not required under this Agreement may be disregarded by the Escrow & Paying Agent. Escrow & Paying Agent shall not be liable for any action taken, suffered or omitted to be taken by it in good faith except to the extent that Escrow & Paying Agent’s fraud, gross negligence or willful misconduct was the cause of any direct loss to either Party or the Special Master. Escrow & Paying Agent may execute any of its powers and perform any of its duties hereunder directly or through affiliates or agents. In the event Escrow & Paying Agent shall be uncertain, or believes there is some ambiguity, as to its duties or rights hereunder, or receives instructions, claims or demands from any Party or Special Master hereto which in Escrow & Paying Agent’s judgment conflict with the provisions of this Agreement, or if Escrow & Paying Agent receives conflicting instructions from the Parties and/or the Special Master, Escrow & Paying Agent shall be entitled either to: (a) refrain from taking any action until it shall be given (i) a joint written direction executed by Authorized Representatives of the Parties and the Special Master which eliminates such conflict or (ii) a court order issued by a court of competent jurisdiction (it being understood that Escrow & Paying Agent shall be entitled conclusively to rely and act upon any such court order and shall have no obligation to determine whether any such court order is final); or (b) file an action in interpleader with the District Court. Escrow & Paying Agent shall have no duty to solicit any payments which may be due to it or the Escrow Fund, including, without limitation, the Escrow Deposit, nor shall the Escrow & Paying Agent have any duty or obligation to confirm or verify the accuracy or correctness of any amounts deposited with it hereunder. [Anything in this Agreement to the contrary notwithstanding, in no event shall Escrow & Paying Agent be liable for special, incidental, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if Escrow & Paying Agent has been advised of the likelihood of such loss or damage and regardless of the form of action; provided , however , that the foregoing shall not apply to the extent such loss or damage is caused by fraud or willful misconduct on the part of the Escrow & Paying Agent.]3 Under no circumstances shall the Escrow & Paying Agent be obliged to make any payment from the Escrow Account where such payment would result in a negative balance in the Escrow Account.

Section 4.2 Resignation; Succession. Escrow & Paying Agent may resign and be discharged from its duties and obligations hereunder by giving not less than thirty (30) days advance notice in writing of such resignation to the Parties and the Special Master, and Escrow & Paying Agent may be removed, with or without cause, by the Parties and the Special Master at any time by giving not less than thirty (30) days advance joint written notice to the Escrow & Paying Agent. Escrow & Paying Agent’s sole responsibility after such thirty (30) day notice period expires shall be to hold the Escrow Fund (without any obligation to reinvest the same) and to deliver the same to a designated successor Escrow & Paying Agent, if any, appointed by the

3 Need to confirm removal with JPM.

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Parties and the Special Master, or such other person designated by the Parties and the Special Master, or in accordance with the directions of a final court order, at which time of delivery, Escrow & Paying Agent’s obligations hereunder shall cease and terminate. If prior to the effective resignation date, the Parties and the Special Master have failed to appoint a successor Escrow & Paying Agent, or to instruct the Escrow & Paying Agent to deliver the Escrow Fund to another person as provided above, or if such delivery is contrary to applicable law, at any time on or after the effective resignation date, Escrow & Paying Agent either (a) may interplead the Escrow Fund with the District Court; or (b) appoint a successor escrow & paying agent of its own choice. Any appointment of a successor escrow & paying agent shall be binding upon the Parties and the Special Master and no appointed successor escrow & paying agent shall be deemed to be an agent of Escrow & Paying Agent. Escrow & Paying Agent shall deliver the Escrow Fund to any appointed successor escrow & paying agent, at which time Escrow & Paying Agent’s obligations under this Agreement shall cease and terminate. Any entity into which Escrow & Paying Agent may be merged or converted or with which it may be consolidated, or any entity to which all or substantially all of the escrow business may be transferred, shall be the Escrow & Paying Agent under this Agreement without further act.

Section 4.3 Compensation; Acknowledgment.

(a) TKJP shall pay Escrow & Paying Agent in advance of the Closing Date and pursuant to the New York Escrow and Paying Agent Agreement, the compensation for the services to be rendered under this Agreement and the reimbursement of the Escrow & Paying Agent's reasonable out of pocket expenses hereunder, which in each case shall be as described in Schedule 2 attached hereto unless otherwise agreed in writing by the Special Master, the Parties and Escrow & Paying Agent. The Escrow & Paying Agent’s fee in connection with this Agreement and the New York Escrow and Paying Agent Agreement, as set forth in Schedule 2 of both agreements, is $175,000 in the aggregate. Nothing in this Agreement shall cause, or be deemed to cause, the imposition on the Special Master, or any person or entity affiliated with the Special Master, of any liability or other obligation for fees, expenses, costs, or other amounts due under this Agreement. To the extent any amount due to the Escrow & Paying Agent pursuant to this Agreement is not paid, the Escrow & Paying Agent shall notify the Parties and the Special Master and if such amount is not paid, then the Escrow & Paying Agent may stop the Distribution Payments until such payments have been received; provided, however, under no circumstance may the Escrow & Paying Agent deduct any of its fees from the DOJ Payment Amount and the Escrow & Paying Agent hereby releases, and agrees not to assert, any lien on the DOJ Payment Amount for any unreimbursed fees and expenses.

(b) Each of the Parties and the Special Master further agrees to the disclosures and agreements set forth in Schedule 2 .

(c) All compensation, reimbursement and other amounts payable by any Party and the Special Master under this Agreement shall be paid without setoff and without deduction for any withholding, value-added, Chinese Business Tax or other similar taxes, charges, fees or assessments.

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Section 4.4 Indemnification and Reimbursement. The Parties agree jointly and severally to indemnify, defend, hold harmless, pay or reimburse Escrow & Paying Agent and its affiliates and their respective successors, assigns, directors, agents and employees (the “Indemnitees ”) from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losse s”), arising out of or in connection with (a) Escrow & Paying Agent’s performance of this Agreement, except to the extent that such Losses are determined by a court of competent jurisdiction to have been caused by the gross negligence, fraud, willful misconduct, or bad faith of such Indemnitee; and (b) Escrow & Paying Agent’s following, accepting or acting upon any instructions or directions, whether joint or singular, from the Parties received in accordance with this Agreement. The obligations set forth in this Section 4.4 shall survive the resignation, replacement or removal of Escrow & Paying Agent or the termination of this Agreement. The Escrow & Paying Agent shall not incur any liability for not performing any act or fulfilling any obligation hereunder by reason of any occurrence reasonably beyond its control (including, but not limited to, any provision of any present or future law or regulation or any act of any governmental authority, any act of God, fire, floods, strikes, electrical outages or war or terrorism, or the unavailability of the Federal Reserve Bank wire services or any electronic communication facility).

ARTICLE 5 MISCELLANEOUS

If to the Special Master:

Eric D. Green Resolutions, LLC 125 High Street, Suite 2205

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Boston, Massachusetts 02110 [email protected]

with a copy to:

David J. Molton Brown Rudnick LLP Seven Times Square New York, New York 10036 [email protected]

If to the Purchaser:

Key Safety Systems, Inc. 7000 Nineteen Mile Road Sterling Heights, Michigan 48314

Attention: Joe Perkins Senior Vice President & Chief Financial Officer [email protected]

and

Matthew C. Cohn General Counsel [email protected]

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, Illinois 60606-1720 Attention: Ron E. Meisler [email protected]

Felicia Gerber Perlman [email protected]

and

Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Steven J. Daniels [email protected]

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Christine A. Okike [email protected]

Richard H. West [email protected] If to TKJP:

Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

Baker & McKenzie (Gaikokuho Joint Enterprise) Ark Hills Sengokuyama Mori Twr. 28F 1-9-10 Roppongi, Minato-ku Tokyo 106-0032, Japan Attention: Hiroshi Kasuya Email: [email protected]

-and-

Baker & McKenzie LLP 452 Fifth Avenue New York, New York 10018 Attention: Debra A. Dandeneau Email: [email protected]

If to Takata:

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Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

TAKATA Aktiengesellschaft Bahnweg 1 63743 Aschaffenburg, Germany Attention: Sven Petersen Email: [email protected]

with a copy to:

Freshfields Bruckhaus Deringer LLP Hohe Bleichen 7 20354 Hamburg, Germany Attention: Jochen Ellrott Dr. Lars Westpfahl Email: [email protected] [email protected]

-and-

TK Holdings Inc. 2500 Takata Drive Auburn Hills, MI 48326 Attention: Scott Caudill and Ken Bowling Email: [email protected] [email protected]

with a copy to:

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Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attention: Marcia L. Goldstein, Esq. Ronit J. Berkovich, Esq. Matthew P. Goren, Esq. Email: [email protected] [email protected] [email protected]

If to Escrow & Paying Agent: Company Name JPMorgan Chase Bank (China) Company Limited, Shanghai Branch Address 41 st Floor, Park Place, Park Place, 1601 Nanjing Road West Jiang An District Shanghai, 200040, China Attention: TS Operations / Escrow Services Tel No.: +852-2800-1793 Fax No.: +86-10-6728-5804 Email Address: [email protected]

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SECTION 5.7 WAIVER OF JURY TRIAL. THE PARTIES, THE SPECIAL MASTER, AND THE ESCROW & PAYING AGENT HEREBY WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

Section 5.9 Amendment. This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties, the Special Master,

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and the Escrow & Paying Agent. Notwithstanding anything in the contrary in this Section 5.9 or this Agreement, the Parties’ and the Special Master’s ability to execute any such instrument is subject to Section 4.10 of the Distribution Agreement. 4

Section 5.10 Waivers. No waiver of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Notwithstanding anything in the contrary in this Section 5.10 or this Agreement, the Parties’ and the Special Master’s ability to execute any such instrument is subject to Section 4.10 of the Distribution Agreement. No waiver shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. The failure of the Escrow & Paying Agent, the Special Master, or any Party at any time or times to require performance of any provision under this Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.

4 The Special Master may, in his sole discretion at the request of the Escrow & Paying Agent, make reasonable modifications to this Agreement to comply with applicable laws and regulations.

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such compliance notwithstanding such order be subsequently reversed, modified, annulled, set aside or vacated.

Section 5.14 Entire Agreement. This Agreement, the New York Escrow and Paying Agent Agreement, and the Distribution Agreement constitute the entire understanding among the Parties, the Special Master, and the Escrow & Paying Agent, together with their respective partners, members, trustees, shareholders, officers, directors and employees, with respect to the matters described herein, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. For the avoidance of doubt, this Agreement does not supersede or otherwise modify the Parties’ respective rights and obligations under the Purchase Agreements, the IRA, the GSA, or any other agreement executed in connection with those documents. In addition, this Agreement does not supersede or otherwise modify the Special Master’s rights, entitlements, and privileges under the Appointment Order, the Restitution Order, and any and all other Orders of the District Court relating to the Special Master.

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IN WITNESS WHEREOF , the hereto have executed this Agreement as of the date set forth above.

Takata Corporation, As TKJP

Signature:______Name:______Title: ______Phone Number: ______Mobile Number: ______

Purchaser: Ningbo Joyson Safety Systems Co., Ltd.

Signature: ______Company Chop ______

Legal Representative / Authorised Representative Printed Name: ______

Title: ______

Phone Number: ______

Mobile Number: ______

Eric D. Green, In the capacity as Special Master of the OEM Restitution Fund

Signature:______Name:______Title: ______Phone Number: ______Mobile Number: ______

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JPMORGAN CHASE BANK (CHINA) COMPANY LIMITED, SHANGHAI BRANCH As Escrow & Paying Agent

Signature: ______Company Chop ______

Printed Name: ______

Title:______

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Schedule 1

[Insert name of TKJP]

[Insert the copy of the Escrow Incumency Certificate dated [ ] received from TKJP]

Schedule 1

[Insert name of Purchaser]

[Insert the copy of the Corporate / Board Resolution dated [ ] received from Purchaser]

Schedule 1

Special Master SR NAME and TITLE SIGNATURE TELEPHONE MOBILE NO NUMBER NUMBER 1 Eric Green

NOTE: All instructions, including but not limited to funds transfer instructions, whether transmitted by facsimile or set forth in a PDF attached to an email, must include the signature of the Authorized Representative authorizing said instructions on behalf of such Party.

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Schedule 2

Schedule of FeesSchedule and of Disclosures Fees for Escrow for Escrow& Paying & Agent Paying Services Agent Services

Based upon our current understanding of your proposed transaction, our fee proposal is as follows:

Account Acceptance Fee : Encompassing review, negotiation and execution of governing documentation, opening of the account, and completion of all due diligence documentation. Payable upon signing of this Agreement.

Annual Maintenance Fee: USD 20,000 one-time The Administration Fee covers our usual and customary ministerial duties, including record keeping, distributions, document compliance and such other duties and responsibilities expressly set forth in the governing documents for each transaction. Payable upon signing of this Agreement and annually in advance thereafter, without pro-ration for partial years. All fees paid are not refundable.

Extraordinary Services and Out-of Pocket Expenses Any additional services beyond our standard services as specified above, and all reasonable out-of-pocket expenses including attorney’s or accountant’s fees and expenses will be considered extraordinary services for which related costs, transaction charges, and additional fees will be billed at the Escrow & Paying Agent's then standard rate. Disbursements, receipts, investments or tax reporting exceeding 25 items per year may be treated as extraordinary services thereby incurring additional charges . The Escrow & Paying Agent may impose, charge, pass-through and modify fees and/or charges for any account established and services provided by the Escrow & Paying Agent, including but not limited to, transaction, maintenance, balance-deficiency, and service fees, agency or trade execution fees, and other charges, including those levied by any governmental authority.

Fee Disclosure & Assumptions : Please note that the fees quoted are based on a review of the transaction documents provided and an internal due diligence review. The Escrow & Paying Agent reserves the right to revise, modify, change and supplement the fees quoted herein if the assumptions underlying the activity in the account, level of balances, market volatility or conditions or other factors change from those used to set our fees. Payment of the invoice is due upon receipt

Disclosure and Agreements

Important Information about Procedures for Opening a New Account. To assist in the fight against the funding of terrorism and money laundering activities and to comply with the requirements of the Foreign Account Tax Compliance Act in the U.S., applicable laws or regulations may require financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for each Party: When the Parties and the Special Master open an account, the Escrow & Paying Agent may ask for each Party’s name, address, date of birth (for individuals), and/or other information and documents that will allow the Escrow & Paying Agent to identify each Party. Each Party and the Special Master agrees that the Escrow & Paying Agent also may request and obtain certain information from third Parties and the Special Master regarding each Party. For purposes of this provision, each Party, to the extent required by law or regulation, shall include any Authorized Representative.

OFAC Disclosure. Each Party and the Special Master represents and warrants that it shall comply with all applicable laws and regulations. The Escrow & Paying Agent is required to act in accordance with Bank policies, the laws and regulations of various jurisdictions relating to the prevention of money laundering and the implementation of sanctions, including but

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not limited to regulations issued by the U.S. Office of Foreign Assets Control. The Escrow & Paying Agent is not obligated to execute funds transfer instructions or effect any other transaction where the beneficiary or other payee is a person or entity with whom the Escrow & Paying Agent is prohibited from doing business by any law or regulation applicable to the Escrow & Paying Agent, or in any case where compliance would, in the Escrow & Paying Agent’s opinion, conflict with applicable law or banking practice or its own policies and procedures. Where the Escrow & Paying Agent does not execute a funds transfer instruction or effect a transaction for such reasons, the Escrow & Paying Agent may take any action required by any law or regulation applicable to the Escrow & Paying Agent including, without limitation, freezing or blocking funds. Transaction screening may result in delays in the posting of transactions and/or funds availability.

Disclosure of Information. The Escrow & Paying Agent agrees to take customary and reasonable measures to maintain the confidentiality of the confidential information of the Parties. The Parties and the Special Masterauthorize the Escrow & Paying Agent and its affiliates to disclose information with respect to this Agreement, the Escrow Account and any services hereunder and the Parties, including the confidential information of each Party, in order to provide the services under this Agreement and for compliance with legal and regulatory requirements, and for the Escrow & Paying Agent’s operational purposes, risk management and compliance with internal policies: (i) to unaffiliated third parties, including the transmission of information to other banks and clearing houses and through channels and networks operated by third parties, and to agents of the Escrow & Paying Agent; (ii) to a proposed assignee of the rights of the Escrow & Paying Agent; (iii) to branches and affiliates of the Escrow & Paying Agent; (iv) to the auditors, legal advisers and consultants of the Escrow & Paying Agent, its branches and affiliates; (v) to the auditors of the Parties; (vi) to the Escrow & Paying Agent’s or its affiliates’ or the Parties’ examiners or other regulators, including tax authorities, law enforcement agencies, courts of competent jurisdiction or other official bodies, anywhere in the world, and (vii) pursuant to subpoena or other court process, or to establish, exercise or defend the legal rights of the Escrow & Paying Agent and its affiliates. The Escrow & Paying Agent may retain agents or service providers to perform data processing, collection and other services in connection with the Escrow Accounts, relevant services and/or transactions. Subject to applicable laws, processing of the confidential information of the Parties and the Special Master may be performed by any Escrow & Paying Agent’s affiliate, including affiliates, branches and units located in any country in which we conduct business or have a service provider. The Parties and the Special Masterauthorize the Escrow & Paying Agent to transfer the Parties’ information to such affiliates, branches and units at such locations as the Escrow & Paying Agent deems appropriate. Each Party and the Special Masterrepresents and warrants that prior to submitting to the Escrow & Paying Agent information about natural persons related to such Party and the Special Master(including Authorized Representatives, users of the Escrow & Paying Agent’s electronic access systems, officers and directors, employees, beneficial owners, customers or other personnel) (“Personal Data”), such Party and the Special Master shall have obtained sufficient informed consent from the relevant individuals as required by applicable law for the purpose of enabling the Escrow & Paying Agent to disclose in the circumstances described in this Section of Disclosure of Information or process and use such Personal Data for providing the relevant services and will promptly provide the Escrow & Paying Agent with such consent as and when requested by the Escrow & Paying Agent.

Tax Matters. (a) The Escrow & Paying Agent is authorized to deduct or withhold any sum on account of any Tax required or which in its view is required to be so deducted or withheld or for which it is in its view liable or accountable by law or practice of any relevant revenue authority of any jurisdiction and, in each case, in accordance with the Escrow & Paying Agent's usual and customary business practice. In this Agreement, " Tax " means all present and future taxes, levies, imposts or duties (including value added taxes and stamp duties) whatsoever and wheresoever imposed. The Escrow & Paying Agent is not responsible for the preparation or filing of any income, franchise or any other tax returns with respect to income earned or other transactions effected by the Escrow Account or Escrow Fund or in relation to the escrow documents. The Escrow & Paying Agent shall have no responsibility for making reclaims of Tax on behalf of any of the Parties. The Parties and the Special Masterwill provide the Escrow & Paying Agent such documentation, declarations, certifications and information as the Escrow & Paying Agent may require in connection with taxation, and warrants that such information is true and correct in every respect and shall notify the Escrow & Paying Agent immediately if any information requires updating or correction.

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(b) If: (i) the Escrow & Paying Agent is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding on account of any Tax in respect of any payment made to a party (as applicable); (ii) the Escrow & Paying Agent does not so deduct or withhold; and (iii) a liability resulting from such Tax is assessed directly against the Escrow & Paying Agent, then, except to the extent the Parties and the Special Master have satisfied or then satisfy the liability resulting from such Tax, Parties or the Special Master (as applicable) will promptly pay to the Escrow & Paying Agent the amount of such liability (including any related liability for interest and penalties).

Deposit Acknowledgment. United States. The Parties acknowledge that deposits held in a branch of JPMorgan Chase Bank, N.A. located outside the United States: (a) are not insured by the Federal Deposit Insurance Corporation; (b) are subject to cross-border risks; and (c) may enjoy a lesser preference as compared to deposits held in the United States in the event the Escrow & Paying Agent should be liquidated, insolvent or placed into receivership or other proceeding for the benefit of creditors.

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Schedule 3

FORM OF ESCROW RELEASE NOTICE –RELEASE NOTICE

[Date]

JPMorgan Chase Bank (China) Company Limited, [ ] Branch [Address] Attention: TS Operations, Escrow Services Fax No.: +86-10-6728-5804 Email Address: [email protected]

Re: Release Notice / Escrow Account no. [ ]

Dear Sir/Madam: ,

We refer to the escrow agreement between [ ], [ ] and JPMorgan Chase Bank (China) Company Limited, [ ] Branch dated [ ] (“ Escrow Agreement ”). Capitalised terms used but not defined in this letter shall have the meaning as used in the Escrow Agreement.

In accordance with section 3.1(a) of the Escrow Agreement, we hereby instruct you to release the Escrow Funds from the Escrow Account as follows:

(i) to Consenting OEMs Debit Ningbo Joyson Safety Systems Co., Ltd. Account [account number] Amount: [currency and amount] Pay to the Consenting OEMs listed Exhibit B, in the amounts, in Renminbi, and in accordance with such Consenting OEMs’ wiring instructions, as set forth on Exhibit B,

FOR AND ON BEHALF SPECIAL MASTERA:

______Name: Title:

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EXHIBIT A

CONSENTING OEMS

Takata Takata Takata Consenting Consenting Non-Consenting DOJ Payment Allocation OEM USD OEM RMB OEM USD Distribution Percentage Account Account Account Amount (USD) 5 Consenting OEMs AB Volvo 0.0262715% $215,417.97 $215,417.97 Anhui Jianghuai Automobile Group Corp., Ltd. 0.0389697% $319,538.81 $319,538.81 Aston Martin Lagonda Limited 0.0035929% $29,460.73 $29,460.73 Beijing Benz Automotive Co., Ltd. 0.2579882% $2,115,421.41 $2,115,421.41 BMW Brilliance Automotive Ltd. 0.0121577% $99,689.45 $99,689.45 BMW Manufacturing Co., LLC 5.7051499% $46,780,419.36 $46,780,419.36 Changan Ford Automobile Co., Ltd 0.2456295% $2,014,084.13 $2,014,084.13 Changan Mazda Automobile Co., Ltd. 0.1608375% $1,318,816.25 $1,318,816.25 Changan PSA Automobiles Co., Ltd. 0.0398426% $326,696.88 $326,696.88 Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd. 0.0165428% $135,645.93 $135,645.93 Chery Jaguar Land Rover Automotive Co., Ltd. 0.0209801% $172,030.30 $172,030.30 China Motor Corporation 0.0116514% $95,537.99 $ 95,537.99 Chongqing Lifan Passenger Vehicle Co., Ltd. 0.1004922% $824,003.82 $824,003.82 DAF Trucks N.V. 0.0010931% $8,962.95 $8,962.95 Dongfeng Honda Automobile Co., Ltd. 1.2000105% $9,839,705.59 $9,839,705.59 Dongfeng Motor Company Limited 0.6489813% $5,321,440.80 $5,321,440.80 Dongfeng Passenger Vehicle Company 0.1463592% $1,200,099.33 $1,200,099.33 Dongfeng Yulon Motor Co., Ltd 0.0985566% $808,133.17 $808,133.17 FAW Car Co., Ltd. 0.9363337% $7,677,639.54 $7,677,639.54

5 DOJ Payment Distribution Amounts for Consenting OEMs include adjustments pursuant to the Allocation and Settlement Agreement.

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FCA US LLC 6.3289228% $51,895,159.33 $51,895,159.33 Ferrari S.p.A. 0.0302433% $247,985.46 $247,985.46 Ford Motor Company 5.3296826% $43,701,706.58 $43,701,706.58 Fujian Benz Automotive Co., Ltd. 0.0349843% $286,859.79 $286,859.79 GAC Fiat Chrysler Automobiles Co., Ltd 0.0255468% $209,475.29 $209,475.29 GAC Honda Automobile Co., Ltd. 1.0220562% $8,380,536.62 $8,380,536.62 GAC Toyota Motor Co., Ltd. 0.1671380% $1,370,478.55 $1,370,478.55 General Motors Holdings LLC 10.5968637% $86,890,920.64 $86,890,920.64

Honda North America, Inc. 14.8277907% $121,583,179.93 $121,583,179.93 Iveco S.p.A. 0.0001493% $1,224.50 $1,224.50 Jaguar Land Rover Ltd 0.5060940% $4,149,809.87 $4,149,809.87 Karma Automotive LLC 0.0019225% $15,763.68 $15,763.68 Mazda Motor Corporation 3.1263407% $25,635,002.05 $25,635,002.05 McLaren Automotive Limited 0.0053663% $44,002.19 $ 44,002.19 Mercedes-Benz U.S. International, Inc. 4.4693074% $36,646,903.02 $36,646,903.02 Mitsubishi Motors Corporation 1.4131898% $11,587,707.67 $11,587,707.67 National Electric Vehicle Sweden AB 0.0001635% $1,340.57 $1,340.57 Nissan Motor Co., Ltd. 5.8731402% $48,144,998.65 $48,144,998.65 Off-Road Vehicle Branch of Beijing Automotive Group Co., Ltd. 0.0002856% $2,342.02 $2,342.02 PCMA Rus Ooo 0.0064552% $52,931.00 $ 52,931.00 Perusahaan Otomobil Kedua Sendirian Berhad 0.0830497% $680,981.33 $ 680,981.33 PJSC "AVTOVAZ" 0.7809270% $6,403,353.51 $6,403,353.51 PSA Automobiles SA 1.8935601% $15,526,592.43 $15,526,592.43 Renault s.a.s. 0.0059243% $48,576.98 $ 48,576.98 SAIC General Motors Corporation Limited 2.3666040% $19,405,401.77 $19,405,401.77 SAIC Motor Corporation Limited 0.0064286% $52,712.50 $52,712.50 Shanghai LTI Automobile Co., Ltd. 0.0010864% $8,908.32 $8,908.32 Shenzhen DENZA New Energy Automotive Co., Ltd. 0.0089928% $73,738.33 $73,738.33

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Sichuan FAW Toyota Motor Co., Ltd. 0.0760393% $623,498.30 $623,498.30 Spartan Motors USA, Inc. 0.0000269% $220.77 $220.77 Subaru Corporation 1.4745446% $12,090,797.97 $12,090,797.97 Tan Chong Motor Assemblies Sdn Bhd 0.0678964% $556,729.14 $556,729.14 Tata Motors Ltd. 0.0017323% $14,204.61 $14,204.61 Tesla, Inc. 0.0942962% $773,198.62 $773,198.62 Tianjin FAW Toyota Motor Co., Ltd. 0.8517936% $6,984,436.97 $6,984,436.97

Toyota Motor Corporation 13.5681391% $141,254,436.16 $141,254,436.16 Volkswagen AG 6 15.0799749% $92,701,718.27 $30,949,291.61 $123,651,009.88 Zhengzhou Nissan Automobile Co., Ltd. 0.0533505% $437,456.86 $437,456.86

Aggregate Consenting OEMs 99.8514502% - $848,737,326.28 $747,683,705.94 $101,053,620.34

Non-Consenting OEMs

Atiwe Autoteile Herstellungs- und Vertriebs GmbH 0.0027888% $23,704.64 $23,704.64 Forest River, Inc. 0.0000214% $181.67 $181.67 Guangzhou Automotive Group Motor (Hangzhou) Co. Ltd. 0.0048742% $41,430.62 $41,430.62 Jiangxi Changhe Suzuki Automobile Co., Ltd. 0.0007794% $6,625.12 $6,625.12 Maruti Suzuki India Limited 0.0033717% $28,659.33 $ 28,659.33 South East Fujian Motor Co., Ltd. 0.0055823% $47,449.39 $ 47,449.39 Zhejiang Geely Automobile Parts & Components Stock Co., Ltd. 0.1311321% $1,114,622.94 $1,114,622.94 Aggregate Non-Consenting OEMs 0.1485498% - - $1,262,673.72 $1,262,673.72

Aggregate All OEMs 100.0000000% $1,262,673.72 $850,000,000.00 $747,683,705.94 $101,053,620.34

6 Volkswagen AG’s DOJ Payment Distribution Amount will consist of three wires: (1) $92,701,718.27 to Volkswagen AG from the Takata Consenting OEM USD Account, (2) $18,983,258.17 to SAIC Volkswagen Automotive Co., Ltd. from Takata Consenting OEM RMB Account, and (3) $11,966,033.44 to FAW-Volkswagen Automotive Co., Ltd from Takata Consenting OEM RMB Account.

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EXHIBIT B

CONSENTING OEM RMB DISTRIBUTION PAYMENT AND WIRE INSTRUCTIONS

OEM #1

Currency§ and¥ £ Amount¤ ¢ ¡ : RMB[ ●]

Bank Name© ¨ : ¦ [● ] SWIFT© SWIFT : [●] CNAPS [●]

Account number ¡ : [●]

Beneficiary name ¡ : [OEM name ¦ ] 62991590 v1

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EXHIBIT D (Distribution Agreement)

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DISTRIBUTION AGREEMENT

This Distribution Agreement (this “ Agreement ”), is entered into as of [April ___], 2018 by and among:

(ii) Joyson KSS Auto Safety S.A ., a Luxembourg société anonyme, registered under the laws of Luxembourg having its registered address at 33 rue du Puits Romain, Bertrange, L-8070, Luxembourg (“ Parent ”) and Ningbo Joyson Safety Systems Co., Ltd. 2/F, a [ ] having its registered address at Building 5, No. 1266, Juxian Road, National High-Tech Park, Ningbo, Zhejiang Province, Ningbo, 315040, China (“ Ningbo ,” and together with the Parent, the “Purchaser ”);

(iii) AB Volvo; Anhui Jianghuai Automobile Group Corp., Ltd.; Aston Martin Lagonda Limited; Beijing Benz Automotive Co., Ltd.; BMW Brilliance Automotive Ltd.; BMW Manufacturing Co., LLC; Changan Ford Automobile Co., Ltd; Changan Mazda Automobile Co., Ltd.; Changan PSA Automobiles Co., Ltd.; Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd.; Chery Jaguar Land Rover Automotive Co., Ltd.; China Motor Corporation; Chongqing Lifan Passenger Vehicle Co., Ltd.; DAF Trucks N.V.; Dongfeng Honda Automobile Co., Ltd.; Dongfeng Motor Company Limited; Dongfeng Passenger Vehicle Company; Dongfeng Yulon Motor Co., Ltd; FAW Car Co., Ltd.; FCA US LLC; Ferrari S.p.A.; Ford Motor Company; Fujian Benz Automotive Co., Ltd.; GAC Fiat Chrysler Automobiles Co., Ltd; GAC Honda Automobile Co., Ltd.; GAC Toyota Motor Co., Ltd.; General Motors Holdings LLC; Honda North America, Inc.; Iveco S.p.A.; Jaguar Land Rover Ltd; Karma Automotive LLC; Mazda Motor Corporation; Mercedes-Benz U.S. International, Inc.; McLaren Automotive Limited; Mitsubishi Motors Corporation; National Electric Vehicle Sweden AB; Nissan Motor Co., Ltd.; Off-Road Vehicle Branch of Beijing Automotive Group Co., Ltd.; PCMA Rus Ooo; Perusahaan Otomobil Kedua Sendirian Berhad; PJSC "AVTOVAZ"; PSA Automobiles SA; Renault s.a.s.; SAIC General Motors Corporation Limited; SAIC Motor Corporation Limited; Shanghai LTI Automobile Co., Ltd.; Shenzhen DENZA New Energy Automotive Co., Ltd.; Sichuan FAW Toyota Motor Co., Ltd.; Spartan Motors USA, Inc.; Subaru Corporation; Tan Chong Motor Assemblies Sdn Bhd; Tata Motors Ltd.; Tesla, Inc.; Tianjin FAW Toyota Motor Co., Ltd.; Toyota Motor Corporation; Volkswagen AG; and Zhengzhou Nissan Automobile Co., Ltd. (each a “ Consenting OEM ” and collectively, the “ Consenting OEMs ” and together with TKJP and the Purchaser, the “ Parties ” or individually, a “ Party ”); and

(iv) Eric D. Green, solely in his capacity as Special Master of the OEM Restitution Fund pursuant to the Appointment Order entered by the District Court (each as defined below) (the “Special Master ”). 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 76 of 127 Pg ID 2319

RECITALS

A. TKJP is a defendant in the criminal proceeding United States of America v. Takata Corp. , Case No. 16-CR-20810-04 (the “ Criminal Case ”) pending before the Honorable George C. Steeh of the United States District Court for the Eastern District of Michigan (the “District Court ”).

B. In the Criminal Case, (i) TKJP pled guilty to one count of wire fraud in that certain Rule 11 Plea Agreement between TKJP and the United States of America, by and through the Department of Justice, Criminal Division, Fraud Section and the United States Attorney’s Office for the Eastern District of Michigan (the “ DOJ ”) dated January 13, 2017 and entered by the District Court in the Criminal Case on February 27, 2017 [Docket No. 23] 1 (the “ Plea Agreement ”); and (ii) the District Court entered the Restitution Order on February 27, 2017 [Docket No. 24] (the “ Restitution Order ”), which requires, among other things, a payment to a special master in the amount of USD $850,000,000 (the “ OEM Restitution Fund ”) for the benefit of Consenting OEMs and certain other automobile original equipment manufacturers (each such beneficiary, an “ OEM ” and collectively, the “ OEMs ”) who each purchased airbags with phase-stabilized ammonium nitrate inflators (“PSAN Inflators ”) from TKJP or any of its subsidiaries, which payment is to be made within five days after the closing of a sale, merger, acquisition, or transfer of control of TKJP.

C. On July 31, 2017, in accordance with the Plea Agreement and Restitution Order, the District Court entered the Order Appointing Eric D. Green as Special Master [Docket No. 40] (the “ Appointment Order ”), which appointed the Special Master to, among other things, determine the proper administration and disbursement of the OEM Restitution Fund.

D. On (i) June 25, 2017, TK Holdings Inc., Takata Americas, TK Holdings de Mexico S. de R.L. de C.V., TK Mexico, LLC, Takata de Mexico S.A. de C.V., Industrias Irvin de Mexico, S.A. de C.V., Strosshe-Mex S. de R.L. de C.V., TK Finance LLC, TKC, TK Mexico Inc., IIF Holdings, Inc., and Takata Protection Systems, Inc. (collectively, the “ U.S. Debtors ”) each commenced voluntary cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “ Delaware Court ”) that are being jointly administered by the Delaware Court at Case No. 17-11375(BLS) (the “ U.S. Proceedings ”); and (ii) June 26, 2017, TKJP filed for bankruptcy protection with, and on June 28, 2017, TKJP, Takata Kyushu K.K., and Takata Service Corporation (collectively, the “Japan Debtors ” and together with the U.S. Debtors, the “ Takata Debtors ”) commenced civil rehabilitation proceedings under the Civil Rehabilitation Act of Japan (the “ Japan Proceedings ” and together with the U.S. Proceedings, the “ Bankruptcy Proceedings ”) in, the Tokyo District Court in the 20 th Department of the Civil Division (the “ Japan Court ”).

E. The Takata Debtors commenced the Bankruptcy Proceedings to, among other things, consummate a sale of substantially all of the assets of TKJP, the other Takata Debtors, and certain other direct and indirect affiliates and subsidiaries of TKJP (excluding any assets

1 Citations to “[Docket No. ___]” refer to the docket entries in the Criminal Case.

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exclusively related to the manufacture and sale of PSAN Inflators) to Purchaser, which in turn required the satisfaction of TKJP’s obligations under the Plea Agreement and Restitution Order.

F. On November 16, 2017, in furtherance of the Plea Agreement, Restitution Order, and Bankruptcy Proceedings, (i) certain U.S. Debtors, Parent, and KSS Holdings, Inc. (“ KSS ”) (but solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ U.S. Purchase Agreement ”); (ii) the Japan Debtors, Parent, and KSS (but solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ TKJP Purchase Agreement ”); and (iii) Takata Europe GmbH, TAKATA Aktiengesellschaft, TAKATA Sachsen GmbH, Parent’s subsidiary, Joyson KSS Holdings No. 2 S.à, r.l., and KSS (but solely for the limited purposes therein) entered into that certain Asset Purchase Agreement, dated as of November 16, 2017 (the “ TK Europe Purchase Agreement ” and together with the U.S Purchase Agreement and the TKJP Purchase Agreement, the “ Purchase Agreements ”).

H. The purchase price to be paid by Purchaser under the Purchase Agreements (the “Purchase Price ”) will be in an amount sufficient to, among other things, fund the OEM Restitution Fund, and it is a closing condition to the Purchase Agreements and a condition to the effectiveness of certain other agreements entered in connection with the Bankruptcy Proceedings that each Consenting OEM receive its allocable share of the OEM Restitution Fund. The Purchase Agreements, the Plan (as defined below), the Article 85 Order (as defined below), the Article 42 Order (as defined below), and the IRA (as defined below), and that certain Global Settlement Agreement dated November 16, 2017 among the Consenting OEMs, TKJP, and the other parties thereto (the “ GSA ”) provide that some or all of the Purchase Price associated with certain affiliates of TKJP listed on the schedule attached hereto as Exhibit B (collectively, the “Restitution Payment Funding Entities ”) shall, directly or indirectly, be contributed to the OEM Restitution Fund on behalf of such entities in satisfaction of their obligations under the relevant agreements.

I. In furtherance of the foregoing and in order to ensure that each OEM (including each Consenting OEM) receives its allocable share of the OEM Restitution Fund upon the Closing (as defined in the IRA (as defined below)), the Special Master and the Parties have consented to the appointment of (i) JPMorgan Chase Bank, N.A., New York branch as Escrow & Paying Agent (the “ New York Escrow & Paying Agent ”) pursuant to the Escrow and Paying Agent Agreement in the form distributed to the Consenting OEMs and delivered to the District Court for filing as of March 31, 2018, and entered into as of the date hereof by the Special Master, the New York Escrow & Paying Agent, TKJP, and the Parent (the “ New York Escrow and Paying Agent Agreement ”) and (ii) JPMorgan Chase Bank, N.A., Shanghai branch as Escrow & Paying Agent (the “ Shanghai Escrow & Paying Agent ” and, together with the New York Escrow & Paying Agent, the “ Escrow & Paying Agents ”) pursuant to the Escrow and Paying Agent Agreement in the form distributed to the Consenting OEMs and delivered to the

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District Court for filing as of March 31, 2018 entered into as of the date hereof by the Special Master, the Shanghai Escrow & Paying Agent, TKJP, and the Ningbo (the “ Shanghai Escrow and Paying Agent Agreement ” and, together with the New York Escrow and Paying Agent Agreement, the “ Escrow and Paying Agent Agreements ”).

J. In furtherance of the foregoing and in order to ensure that the OEMs (including the Consenting OEMs) each receive their allocable share of the OEM Restitution Fund upon the Closing (each as defined in the applicable Purchase Agreements), Purchaser has agreed to place, and the other Parties and the Special Master have consented to Purchaser placing, an aggregate amount in cash equal to USD$850,000,000 (the “ DOJ Payment Amount ”) in one or more Escrow & Paying Agent’s accounts (the “ Distribution Accounts ”) in accordance with this Agreement and the Escrow and Paying Agent Agreements for the purpose of (i) the Escrow & Paying Agent, on behalf of the Special Master, paying the Consenting OEMs their allocable share of the DOJ Payment Amount and (ii) the Escrow & Paying Agent distributing to the Special Master or at the Special Master’s direction the other OEM’s allocable share of the DOJ Payment Amount.

K. The Special Master, the Purchaser, and TKJP have appointed the Escrow & Paying Agents as paying agents in the manner set forth in the Escrow and Paying Agent Agreements and, with the Consenting OEMs, desire to authorize the Special Master to deliver payment instructions to the Escrow & Paying Agents in accordance with the terms of this Agreement and the Escrow and Paying Agent Agreements.

L. On February 21, 2018, the Delaware Court entered an order (the “ Confirmation Order ”) confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of TK Holdings Inc. and its Affiliated Debtors (the “ Plan ”) in the U.S. Proceedings. On February 26, 2018, the Japanese Court entered an order (the “Japanese Sale Order”)authorizing the Japanese Debtors, pursuant to Article 42(1) of the Civil Rehabilitation Act (the “ Article 42 Order ”). By order, dated as of February 1, 2018, the Japanese Court authorized TKJP, under Article 85(5) of the Civil Rehabilitation Act (the “ Article 85 Order ”).

NOW THEREFORE, the Special Master and the Parties agree as follows:

ARTICLE 1 EFFECTIVE DATE AND TERM; APPOINTMENT OF THE ESCROW & PAYING AGENTS

Section 1.1 Effective Date. This Agreement will become effective (the date of such effectiveness, the “ Effective Date ”) upon satisfaction of each of the following conditions:

(a) Execution of this Agreement by the Parties and the Special Master, the New York Escrow and Paying Agent Agreement by TKJP, the Purchaser, the Special Master, and the New York Escrow & Paying Agent, and the Shanghai Escrow and Paying Agent Agreement by TKJP, an affiliate of the Purchaser, the Special Master and the Shanghai Escrow & Paying Agent; and

(b) Delivery by the Special Master to the Parties, Takata, and the Escrow & Paying Agents of a notice stating that the conditions to effectiveness set forth in Section 1.2(a) and (b) of

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the Escrow and Paying Agent Agreements have been satisfied and enclosing a copy of the District Court order approving the OEM Distribution Request, the forms of this Agreement and the Escrow and Paying Agent Agreements and the payment of the OEM Restitution Fund in accordance with the terms of this Distribution Agreement (the “ Distribution Order ”).

Section 1.2 Term. Unless otherwise provided herein, the term of this Agreement (the “Term ”) shall commence on the Effective Date and continue until all Distribution Payments (as defined below) have been made in accordance with this Agreement and the Escrow and Paying Agent Agreements.

Section 1.3 Appointment of Escrow & Paying Agents. The Consenting OEMs hereby acknowledge and agree (i) to the Special Master’s and the other Parties’ appointment of the Escrow & Paying Agents to serve as Escrow & Paying Agents in accordance with the terms of the Escrow and Paying Agent Agreements and (ii) that the DOJ Payment Amount deposited by the Purchaser and TKC with the Escrow & Paying Agents will be held and disbursed by the Escrow & Paying Agents in accordance with the terms of the Escrow and Paying Agent Agreements.

ARTICLE 2 DISTRIBUTIONS OF DOJ PAYMENT AMOUNT

Section 2.1 DOJ Payment Amount Distribution

(a) At the closings of the transactions contemplated by the Purchase Agreements (the “ Closing Date ”), the Purchaser will deliver or cause to be delivered to the Escrow & Paying Agents, for the benefit of and distribution to the Consenting OEMs and the Special Master in accordance with the terms of the Escrow and Paying Agent Agreements, an aggregate amount equal to the DOJ Payment Amount.

(b) On the Closing Date, the Special Master shall instruct the Escrow & Paying Agents to distribute the DOJ Payment Amount by wire transfer of immediately available funds as follows:

(i) from the Takata Consenting OEM USD Account, established pursuant to the New York Escrow and Paying Agent Agreement, to the Consenting OEMs listed on Exhibit D, in the amounts, in United States Dollars, and in accordance with such Consenting OEM’s wire instructions, as set forth on Exhibit D (the “ U.S. Distribution Payment ”)

(ii) from the Takata Non-Consenting OEM USD Account established pursuant to the New York Escrow and Paying Agent Agreement (x) to non- Consenting OEMs who delivered a properly executed release of the Special Master and the SM Released Parties (as defined below), in United States Dollars, such Non-Consenting OEM’s allocation of the DOJ Payment Amount, as set forth on Exhibit C, and (y) to the Takata Corporation Restitution Fund Trust, all funds designated for non-Consenting OEMs who did not deliver a properly executed release of the Special Master and the SM Released Parties, such

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Non-Consenting OEMs’ allocation of the DOJ Payment Amount, as set forth on Exhibit C (the “Non-Consenting Distribution Payment ”); and

(iii) from the Ningbo Joyson Safety Systems Co., Ltd. Account, established pursuant to the Shanghai Escrow and Paying Agent Agreement, to each Consenting OEM listed on Exhibit E, in the amounts, in Renminbi, and in accordance with each such Consenting OEM’s wiring instructions, as set forth on Exhibit E (together with the U.S. Distribution Payment and the Non-Consenting Distribution Payments, collectively, the “Distribution Payments ”)

(c) Upon receipt of notice from the Escrow & Paying Agents that the Distribution Payments have been made, the Special Master or his professionals shall forward such notice in writing to the Purchaser, Takata, and each of the Consenting OEMs and their respective counsel listed on Schedule 1 .

Section 2.2 Exchange Rate. With respect to the Distribution Payments to be made by the Escrow & Paying Agent to the Consenting OEMs listed on Exhibit E, and the portion of the DOJ Payment Amount to be paid by the Purchaser to the Escrow & Paying Agent in respect thereof, the Purchaser shall deliver to the Ningbo Joyson Safety Systems Co., Ltd. Account an aggregate amount of Renminbi equal to (x) the aggregate amount in United States Dollars set forth on Exhibit E multiplied by (y) the spot exchange rate between United States Dollars and Renminbi as of 12:01 am, Beijing time, on the date that is two business days prior to the Closing Date, as reported by Bloomberg L.P. or, if not reported thereby, by another authoritative source mutually agreed by the Special Master and the Purchaser (the “ Exchange Rate ”), and the Escrow & Paying Agent shall deliver to each Consenting OEM listed on Exhibit E an amount in Renminbi equal to (x) the aggregate amount in United States Dollars set forth opposite such Consenting OEM's name on Exhibit E multiplied by (y) the Exchange Rate.

Section 2.3 TSAC Offset. Notwithstanding anything herein to the contrary, the DOJ Payment Amount payable by the Purchaser, for the benefit of a Consenting OEM, hereunder shall be reduced on a dollar for dollar basis in respect of any TSAC Offset (as defined in, pursuant to and in accordance with Section 4.b of the GSA) taken by such OEM.

ARTICLE 3 CONSENTING OEM ACKNOWLEDGEMENT AND SPECIAL MASTER RELEASE

Section 3.1 Consenting OEM Acknowledgement. Each Consenting OEM, for itself and on behalf of its respective Schedule A Entities (as defined in the IRA (as defined below)) or Schedule 1 Entities (as defined in the GSA), hereby acknowledges and agrees that upon receipt of its share of the DOJ Payment Amount as set forth on Exhibit D or Exhibit E by the Escrow and Paying Agent and upon receipt by the Consenting OEM of the notice described in Section 2.1(c), (i) the condition to effectiveness relating to each Consenting OEM’s receipt of such Consenting OEM’s aggregate allocable share of the USD $850,000,000 in restitution payments owing under the Plea Agreement set forth in (x) section 2.a of that certain Indemnity and Release Agreement dated November 16, 2017 between Purchaser and the Consenting OEMs (the “ IRA ”);

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(y) section 3.a of GSA; and (z) Section 9.2 of the Plan have, in each case, been satisfied, and (ii) the Settlement Amounts (as defined in the GSA) payable pursuant to Section 4 of the GSA have been paid in full. In addition, each Consenting OEM designates the Distribution Accounts to receive the Settlement Amounts (as defined in the GSA) under the GSA pursuant Section 4.b. of the GSA.

Section 3.2 Consenting OEM Acknowledgement to Special Master. The Consenting OEMs consent and agree to the payment being effectuated in accordance with the Escrow and Paying Agent Agreements in the amounts set forth on Exhibits D and E of this Agreement. As of the date on which a Consenting OEM receives its full Distribution Payment, such Consenting OEM acknowledges and agrees that the Distribution Payment represents a full and complete satisfaction of any and all of the Consenting OEM’s rights to the OEM Restitution Fund and entitlements under the Restitution Order.

Section 3.3 Consenting OEM Acknowledgement to TKJP (and Release of the Parties and the Special Master with respect to any Currency Conversion). The Consenting OEMs consent and agree to the payment mechanisms set forth in this Agreement and the Escrow and Paying Agent Agreements. As of the date on which a Consenting OEM receives its full Distribution Payment in accordance with this Agreement and the Escrow and Paying Agent Agreements, such Consenting OEM acknowledges and agrees that the Distribution Payment represents a full and complete satisfaction of any and all of the Consenting OEM’s rights to the OEM Restitution Fund and entitlements under the Restitution Order. Any OEM that requests or instructs the Escrow & Paying Agent to convert and pay any portion of its Distribution Payment in a currency other than U.S. Dollars (the “ Currency Conversion ”) acknowledges and agrees that such Currency Conversion is strictly being performed as an accommodation to such OEM and that the foreign exchange rate and spread used in such Currency Conversion will be determined by the Escrow & Paying Agent in its complete discretion based on whatever factors the Escrow & Paying Agent deems applicable (including any beneficial rate and spread based upon the preexisting relationship that the OEM or its affiliates have with the Escrow & Paying Agent) and such OEM assumes any and all risks associated the Currency Conversion and releases any and hold harmless from all claims against TKJP and its affiliates, successors and assigns relating to, arising from, or in connection with, the Currency Conversion with respect to this Agreement or the Escrow and Paying Agent Agreements.

Section 3.4 Release of the Special Master by the Consenting OEMs. Provided each Consenting OEM actually receives its full Distribution Payment (the date of such receipt, the “Release Date ”), such Consenting OEM hereby, as of the Release Date, releases, acquits, discharges, and shall be enjoined from prosecution of the SM Released Parties (as defined below) from, any and all claims, counterclaims, disputes, liabilities, rights, suits, obligations, judgments, duties, demands, defenses, liens, actions, administrative proceedings, costs, expenses, matters, issues, and causes of action of every kind and nature, whether known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, that have been, could have been, or in the future can or might be asserted in any court, tribunal or proceeding, (including but not limited to any claims arising under federal, state, foreign or common law) whether individual, direct, class, representative, legal, equitable, or any other type

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or in any other capacity (“ Claims ”) against the Special Master and, solely in their capacity as such, entities affiliated with the Special Master and the Special Master’s officers, managers, directors, principals, representatives, employees, attorneys (including, without limitation, the law firm of, and the attorneys working for, Brown Rudnick LLP), financial or investment advisors, insurers, consultants, accountants, investment bankers, commercial bankers, advisors or agents, heirs, executors, trustees, personal or legal representatives, estates, administrators, successors, and permitted assigns (each a “ SM Released Party ” and collectively, the “ SM Released Parties ”) that such Consenting OEM ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with: (A) this Agreement; (B) the Escrow and Paying Agent Agreements; (C) the OEM Restitution Fund; or (D) the performance of the Special Master’s duties under the Appointment Order, the Restitution Order, and any and all other orders of the District Court relating to the Special Master and/or his duties and responsibilities, or any action taken by the Special Master in the District Court. For the avoidance of doubt, the releases and covenants of each Consenting OEM set forth in this Section 3.4 do not apply to any additional agreements executed by the Special Master or any SM Released Party in connection with the transactions contemplated by the Bankruptcy Proceedings or the Purchase Agreements, except for the agreements entered into by the Special Master and any SM Released Party in connection with the allocation or distribution to the OEMs of the DOJ Payment Amount.

Section 3.5 Release of Special Master by TKJP. On the Effective Date, TKJP hereby releases, acquits, discharges, indemnifies, and shall be enjoined from prosecution of the Special Master and the SM Released Parties from, any and all Claims against the Special Master and SM Released Parties that TKJP ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with this Agreement, the Escrow and Paying Agent Agreements, and the payment and distribution of the DOJ Payment Amount as provided by this Agreement and the Escrow and Paying Agent Agreements.

Section 3.6 Release of the Special Master by the Purchaser. Upon the Special Master’s delivery of the Release Notice pursuant to Section 2.1(c) of this Agreement, the Purchaser hereby releases, acquits, discharges, indemnifies, and shall be enjoined from prosecution of the Special Master and the SM Released Parties from, any and all Claims against the Special Master and SM Released Parties that the Purchaser ever had, now has, may have, or may have had, by reason of, arising out of, relating to, or in connection with this Agreement, the Escrow and Paying Agent Agreements, and the payment and distribution of the DOJ Payment Amount as provided by this Agreement and the Escrow and Paying Agent Agreements.

Section 3.7 Indemnification. The Purchaser agrees to indemnify, defend, hold harmless, pay or reimburse the Special Master and the SM Released Parties from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, litigation, investigations, costs or expenses (including, without limitation, the fees and expenses of outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “ Losses ”) arising out of or in connection with (a) the Special Master’s performance of this Agreement, the Shanghai Escrow and Paying Agent Agreement, and the Escrow and Paying Agent Agreement and (b) the Special Master's following, accepting or acting upon any instructions or directions, whether joint or singular, from the OEMs received in accordance with the Distribution Agreement, except to the extent that such Losses are

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determined by a court of competent jurisdiction to have been caused by fraud or willful malfeasance of the indemnified party. TKJP hereby acknowledges and agrees that TKJP’s indemnification obligations set forth in the Appointment Order and the Engagement Letter, entered into by TKJP and the Special Master on September 7, 2017, and approved by the Court on September 13, 2017 shall extend and apply to Losses incurred by the Special Master and the SM Released Parties arising out of or in connection with all actions of the Special Master and the SM Released Parties under this Agreement, the Shanghai Escrow and Paying Agent Agreement, and the New York Escrow and Paying Agent Agreement. The Purchaser’s and TKJP’s indemnification obligations in this Section 3.7 shall be joint and several.

Section 3.8 Knowledge of Special Master. Notwithstanding any references in this Agreement, the Parties acknowledge that the Special Master, including but not limited to entities affiliated with the Special Master, shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of the Purchase Agreements, the IRA, or the GSA, whether or not an original or a copy of such agreement has been provided to the Special Master; and the Special Master shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. References in this Agreement to the Purchase Agreements, IRA, and GSA are for the convenience of the Parties, and the Special Master has no duties or obligations with respect thereto. The Special Master, on behalf of itself and the SM Released Parties, hereby disclaims any interests or rights under the Purchase Agreements, IRA or GSA.

ARTICLE 4 MISCELLANEOUS

Section 4.1 Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, the Special Master, and the SM Released Parties and their respective successors and permitted assigns. No other persons shall have any rights under this Agreement except the SM Released Parties, to the extent applicable. No assignment of the interest of any of the Parties or the Special Master shall be binding unless and until written notice of such assignment shall be delivered to each other Party, the Special Master, and the Escrow & Paying Agents and shall require the prior written consent of each other Party, the Special Master, and the Escrow & Paying Agents (such consent not to be unreasonably withheld, conditioned or delayed).

Section 4.2 Third-Party Beneficiaries. Each Restitution Payment Funding Entity is an intended third-party beneficiary with respect to this Agreement and (i) shall be entitled to all of the rights and protections provided to TKJP herein; (ii) the acknowledgement in Section 3.1 of this Agreement is also made for the benefit of each Restitution Payment Funding Entity; and (iii) the designation of the Distribution Accounts to the receive the Settlement Amounts (as defined in the GSA) shall be valid vis-à-vis each Restitution Payment Funding Entities that are parties to the GSA.

Section 4.3 Notices. All communications hereunder shall be in writing or set forth in a PDF attached to an email and shall be executed and delivered strictly in accordance with all applicable terms of this Agreement by email to the email address set forth for each party below

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or, if email is not available, by facsimile or overnight courier only to the appropriate fax number or notice address set forth for each party as follows:

If to the Special Master:

Eric D. Green Resolutions, LLC 125 High Street, Suite 2205 Boston, Massachusetts 02110 [email protected]

with a copy to:

David J. Molton Brown Rudnick LLP Seven Times Square New York, New York 10036 [email protected]

If to the Purchaser:

Key Safety Systems, Inc. 7000 Nineteen Mile Road Sterling Heights, Michigan 48314

Attention: Joe Perkins Senior Vice President & Chief Financial Officer [email protected]

and

Matthew C. Cohn General Counsel [email protected]

With a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP 155 N. Wacker Drive Chicago, Illinois 60606-1720 Attention: Ron E. Meisler [email protected]

Felicia Gerber Perlman

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[email protected]

and

Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036-6522 Attention: Steven J. Daniels [email protected] Christine A. Okike [email protected] Richard H. West [email protected]

If to TKJP:

Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

Baker & McKenzie (Gaikokuho Joint Enterprise) Ark Hills Sengokuyama Mori Twr. 28F 1-9-10 Roppongi, Minato-ku Tokyo 106-0032, Japan Attention: Hiroshi Kasuya Email: [email protected]

-and-

Baker & McKenzie LLP

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 86 of 127 Pg ID 2329

452 Fifth Avenue New York, New York 10018 Attention: Debra A. Dandeneau Email: [email protected]

If to Takata:

Takata Corporation TOKYO FRONT TERRACE 2-3-14 Higashishinagawa Shinagawa-ku Tokyo 140-0002, Japan Attention: Tsutomu Yoshida Email: [email protected]

with a copy to:

Nagashima Ohno & Tsunematsu JP Tower, 2-7-2 Marunouchi, Chiyoda-ku Tokyo 100-7036, Japan Attention: Tomohiro Okawa Email: [email protected]

-and-

TAKATA Aktiengesellschaft Bahnweg 1 63743 Aschaffenburg, Germany Attention: Sven Petersen Email: [email protected]

with a copy to:

Freshfields Bruckhaus Deringer LLP Hohe Bleichen 7 20354 Hamburg, Germany Attention: Jochen Ellrott Dr. Lars Westpfahl Email: [email protected] [email protected]

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 87 of 127 Pg ID 2330

-and-

TK Holdings Inc. 2500 Takata Drive Auburn Hills, MI 48326 Attention: Scott Caudill and Ken Bowling Email: [email protected] [email protected]

with a copy to:

If to a Consenting OEM:

To the Consenting OEM and counsel to the Consenting OEM at the addresses listed on Schedule 1

Section 4.4 Survival of Agreement. Notwithstanding the termination of this Agreement pursuant to Section 1.2, the following Sections and Articles shall survive such termination and shall continue in full force and effect for the benefit of the Parties and the Special Master (and the SM Released Parties and the third party beneficiaries identified in Section 4.2, to the extent applicable) in accordance with the terms hereof: ARTICLE 3 and ARTICLE 4 (and any defined terms used in any such Sections and Articles); provided , however , that any liability of any party to this Agreement for failure to comply with the terms of this Agreement shall survive such termination.

Section 4.5 Governing Law. This Agreement and any and all transactions related to arising out of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the respective rights and obligations of the Parties and the Special Master shall be governed by New York law, without regard to principles of conflicts of laws.

Section 4.6 Jurisdiction.

(a) Each of the Parties and the Special Master hereby agree that any action or proceeding arising out of or relating to this Agreement and any and all transactions related to or arising out of this Agreement (excluding any action or proceeding that is subject to the exclusive

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 88 of 127 Pg ID 2331

jurisdiction of the Delaware Court pursuant to Section 11.1 of the Plan) brought against the Special Master or any of the SM Released Parties shall be subject to the exclusive jurisdiction of the District Court. The Parties and the Special Master agree that a final, non-appealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the Parties agrees that any exclusive action or proceeding arising out of, or relating to this Agreement, including the validity, invalidity, breach, or termination thereof, but that does not involve an action by or against the Special Master, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers’ Arbitration Institution in force on the date on which the Notice of Arbitration is submitted in accordance with these Rules (the “ Swiss Arbitration Rules ”).

Section 4.7 WAIVER OF JURY TRIAL EACH OF THE PARTIES AND THE SPECIAL MASTER HEREBY WAIVES ITS RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.

Section 4.8 Severability. The Parties and the Special Master agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable; (ii) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable; and (iii) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

Section 4.9 Amendment. This Agreement may be amended, modified, superseded, rescinded, or canceled only by a written instrument executed by the Parties and the Special Master and with notice to Takata.

Section 4.10 Modification to Escrow and Paying Agent Agreements. The Special Master, TKJP, TKC, and Purchaser agree that they will not amend, modify, or otherwise change the Escrow and Paying Agent Agreements, or waive any rights thereunder, in any manner that materially and adversely affects any rights, obligations, liabilities, recoveries, or distributions of a Consenting OEM without the prior written consent of such affected Consenting OEM (it being expressly understood that amendments, modification, or changes to the Escrow and Paying Agreements that (i) impose material obligations on the Consenting OEMs, (ii) change the Escrow and Paying Agents, or (iii) modify (a) the releases and covenants provided by the Consenting OEMs in Section 3.3, (b) the Allocation Schedule, (c) the Distribution Payments, or (d) each Consenting OEM’s right to receive the Distribution Payment in the time, manner, and

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 89 of 127 Pg ID 2332

currency specified in the Escrow and Paying Agent Agreements are, in each case, amendments, modifications, and changes that materially and adversely affect the Consenting OEMs).

Section 4.11 Waivers. No waiver of any provision of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. The failure of the Special Master or any Party at any time or times to require performance of any provision under this Agreement shall in no manner affect the right at a later time to enforce the same performance. A waiver by any party of any such condition or breach of any term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall neither be construed as a further or continuing waiver of any such condition or breach nor a waiver of any other condition or breach of any other term, covenant, representation, or warranty contained in this Agreement.

Section 4.12 Authority. Each Consenting OEM represents and warrants that the individuals executing this Agreement are authorized to enter into this Agreement on behalf of the Consenting OEM.

Section 4.13 Interpretation. The headings of the Articles and Sections of this Agreement are for guidance and convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. For purposes of this Agreement, “ Business Days ” shall refer to any day other than Saturday, Sunday or any other day in which banks in the state of New York are authorized to be closed. Time shall be of the essence in this Agreement. To the extent this Agreement is translated into a language other than English, the Parties and the Special Master agree that the English version of this Agreement shall govern and control.

Section 4.14 Counterparts. This Agreement may be executed and delivered in one or more counterparts, each of which when executed and delivered shall be an original, and all of which when executed shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or by electronic transmission in Portable Document Format (pdf) shall constitute effective execution and delivery of this Agreement as to the parties to this Agreement and may be used in lieu of the original for all purposes. Signatures of the Parties and the Special Master transmitted by facsimile or electronic transmission in Portable Document Format (pdf) shall be deemed to be their original signatures for all purposes.

Section 4.15 Entire Agreement. This Agreement constitutes the entire understanding among the Parties and the Special Master, together with their respective partners, members, trustees, shareholders, officers, directors and employees, with respect to the matters described herein, superseding all negotiations, prior discussions and prior agreements and understandings relating to such subject matter. For the avoidance of doubt, except as expressly set forth herein, this Agreement does not supersede or otherwise modify the Parties’ respective rights and

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obligations under Purchase Agreements, the IRA, the GSA, or any other agreement executed in connection with those documents (including any other agreement entered into among the Consenting OEMs with respect to the allocation of the OEM Restitution Fund). In addition, this Agreement does not supersede or otherwise modify the Special Master’s rights, entitlements, and privileges under the Appointment Order, the Restitution Order, and any and all other orders of the District Court relating to the Special Master.

[Signatures on the followings pages ]

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IN WITNESS WHEREOF, this Agreement has been duly executed as of the date first written above. 2

Takata Corporation, As TKJP

By:______

Print Name:______

Title:______

TK China, LLC As TKC

By:______

Print Name:______

Title:______

Joyson KSS Auto Safety S.A . As Purchaser 3

Signature:______

Name:______

Title: ______

Eric D. Green , In the capacity as Special Master of the OEM Restitution Fund

Signature:______

Name:______

Title: ______

2 NTD: To be updated with other signatories. Do we need telephone and mobile numbers? 3 Purchaser to confirm signature blocks for Purchaser entities.

[Signature Page to Paying Agent and Distribution Agreement] 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 92 of 127 Pg ID 2335

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 93 of 127 Pg ID 2336

EXHIBIT A

CONSENTING OEMS

Consenting OEMs AB Volvo Anhui Jianghuai Automobile Group Corp., Ltd. Aston Martin Lagonda Limited Beijing Benz Automotive Co., Ltd. BMW Brilliance Automotive Ltd. BMW Manufacturing Co., LLC Changan Ford Automobile Co., Ltd Changan Mazda Automobile Co., Ltd. Changan PSA Automobiles Co., Ltd. Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd. Chery Jaguar Land Rover Automotive Co., Ltd. China Motor Corporation Chongqing Lifan Passenger Vehicle Co., Ltd. DAF Trucks N.V. Dongfeng Honda Automobile Co., Ltd. Dongfeng Motor Company Limited Dongfeng Passenger Vehicle Company Dongfeng Yulon Motor Co., Ltd FAW Car Co., Ltd. FCA US LLC Ferrari S.p.A. Ford Motor Company Fujian Benz Automotive Co., Ltd. GAC Fiat Chrysler Automobiles Co., Ltd GAC Honda Automobile Co., Ltd. GAC Toyota Motor Co., Ltd. General Motors Holdings LLC Honda North America, Inc. Iveco S.p.A. Jaguar Land Rover Ltd Karma Automotive LLC Mazda Motor Corporation

Exhibit A 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 94 of 127 Pg ID 2337

McLaren Automotive Limited Mercedes-Benz U.S. International, Inc. Mitsubishi Motors Corporation National Electric Vehicle Sweden AB Nissan Motor Co., Ltd. Off-Road Vehicle Branch of Beijing Automotive Group Co., Ltd. PCMA Rus Ooo Perusahaan Otomobil Kedua Sendirian Berhad PJSC "AVTOVAZ" PSA Automobiles SA Renault s.a.s. SAIC General Motors Corporation Limited SAIC Motor Corporation Limited Shanghai LTI Automobile Co., Ltd. Shenzhen DENZA New Energy Automotive Co., Ltd. Sichuan FAW Toyota Motor Co., Ltd. Spartan Motors USA, Inc. Subaru Corporation Tan Chong Motor Assemblies Sdn Bhd Tata Motors Ltd. Tesla, Inc. Tianjin FAW Toyota Motor Co., Ltd. Toyota Motor Corporation Volkswagen AG Zhengzhou Nissan Automobile Co., Ltd.

Exhibit A 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 95 of 127 Pg ID 2338

EXHIBIT B

RESTITUTION PAYMENT FUNDING ENTITIES

Takata Corporation TAKATA Aktiengesellschaft TK Holdings Inc. Takata (Shanghai) Automotive Component Co., Ltd. Strosshe-Mex, S. de R.L. de C.V. Takata Automotive Safety Systems (M) Sdn. Bhd. Takata Korea Co., Ltd. Takata India Private Limited PT, Takata Automotive Safety Systems Indonesia Takata CPI Singapore, Takata-TOA Co., Ltd. Takata Brasil Ltda TAKATA Rus LLC TAKATA South Africa (Pty.) Ltd. TAKATA Sachsen GmbH TK China LLC

Exhibit B 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 96 of 127 Pg ID 2339

EXHIBIT C

ALLOCATION SCHEDULE

Takata Takata Takata Non-Consenting DOJ Payment Allocation Consenting OEM Consenting OEM OEM USD Distribution Amount Percentage USD Account RMB Account Account (USD) 4 Consenting OEMs AB Volvo 0.0262715% $215,417.97 $215,417.97 Anhui Jianghuai Automobile Group Corp., Ltd. 0.0389697% $319,538.81 $319,538.81 Aston Martin Lagonda Limited 0.0035929% $29,460.73 $29,460.73 Beijing Benz Automotive Co., Ltd. 0.2579882% $2,115,421.41 $2,115,421.41 BMW Brilliance Automotive Ltd. 0.0121577% $99,689.45 $99,689.45 BMW Manufacturing Co., LLC 5.7051499% $46,780,419.36 $46,780,419.36 Changan Ford Automobile Co., Ltd 0.2456295% $2,014,084.13 $2,014,084.13 Changan Mazda Automobile Co., Ltd. 0.1608375% $1,318,816.25 $1,318,816.25 Changan PSA Automobiles Co., Ltd. 0.0398426% $326,696.88 $326,696.88 Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Ltd. 0.0165428% $135,645.93 $135,645.93 Chery Jaguar Land Rover Automotive Co., Ltd. 0.0209801% $172,030.30 $172,030.30 China Motor Corporation 0.0116514% $95,537.99 $ 95,537.99 Chongqing Lifan Passenger Vehicle Co., Ltd. 0.1004922% $824,003.82 $824,003.82 DAF Trucks N.V. 0.0010931% $8,962.95 $8,962.95 Dongfeng Honda Automobile Co., Ltd. 1.2000105% $9,839,705.59 $9,839,705.59 Dongfeng Motor Company Limited 0.6489813% $5,321,440.80 $5,321,440.80 Dongfeng Passenger Vehicle Company 0.1463592% $1,200,099.33 $1,200,099.33

4 DOJ Payment Distribution Amounts for Consenting OEMs include adjustments pursuant to the Allocation and Settlement Agreement.

Exhibit C 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 97 of 127 Pg ID 2340

Dongfeng Yulon Motor Co., Ltd 0.0985566% $808,133.17 $808,133.17 FAW Car Co., Ltd. 0.9363337% $7,677,639.54 $7,677,639.54 FCA US LLC 6.3289228% $51,895,159.33 $51,895,159.33 Ferrari S.p.A. 0.0302433% $247,985.46 $247,985.46 Ford Motor Company 5.3296826% $43,701,706.58 $43,701,706.58 Fujian Benz Automotive Co., Ltd. 0.0349843% $286,859.79 $286,859.79 GAC Fiat Chrysler Automobiles Co., Ltd 0.0255468% $209,475.29 $209,475.29 GAC Honda Automobile Co., Ltd. 1.0220562% $8,380,536.62 $8,380,536.62 GAC Toyota Motor Co., Ltd. 0.1671380% $1,370,478.55 $1,370,478.55 General Motors Holdings LLC 10.5968637% $86,890,920.64 $86,890,920.64 Honda North America, Inc. 14.8277907% $121,583,179.93 $121,583,179.93 Iveco S.p.A. 0.0001493% $1,224.50 $1,224.50 Jaguar Land Rover Ltd 0.5060940% $4,149,809.87 $4,149,809.87 Karma Automotive LLC 0.0019225% $15,763.68 $15,763.68 Mazda Motor Corporation 3.1263407% $25,635,002.05 $25,635,002.05 McLaren Automotive Limited 0.0053663% $44,002.19 $ 44,002.19 Mercedes-Benz U.S. International, Inc. 4.4693074% $36,646,903.02 $36,646,903.02 Mitsubishi Motors Corporation 1.4131898% $11,587,707.67 $11,587,707.67 National Electric Vehicle Sweden AB 0.0001635% $1,340.57 $1,340.57 Nissan Motor Co., Ltd. 5.8731402% $48,144,998.65 $48,144,998.65 Off-Road Vehicle Branch of Beijing Automotive Group Co., Ltd. 0.0002856% $2,342.02 $2,342.02 PCMA Rus Ooo 0.0064552% $52,931.00 $ 52,931.00 Perusahaan Otomobil Kedua Sendirian Berhad 0.0830497% $680,981.33 $ 680,981.33 PJSC "AVTOVAZ" 0.7809270% $6,403,353.51 $6,403,353.51 PSA Automobiles SA 1.8935601% $15,526,592.43 $15,526,592.43 Renault s.a.s. 0.0059243% $48,576.98 $ 48,576.98 SAIC General Motors Corporation Limited 2.3666040% $19,405,401.77 $19,405,401.77 SAIC Motor Corporation Limited 0.0064286% $52,712.50 $52,712.50

Exhibit C 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 98 of 127 Pg ID 2341

Shanghai LTI Automobile Co., Ltd. 0.0010864% $8,908.32 $8,908.32 Shenzhen DENZA New Energy Automotive Co., Ltd. 0.0089928% $73,738.33 $73,738.33 Sichuan FAW Toyota Motor Co., Ltd. 0.0760393% $623,498.30 $623,498.30 Spartan Motors USA, Inc. 0.0000269% $220.77 $220.77 Subaru Corporation 1.4745446% $12,090,797.97 $12,090,797.97 Tan Chong Motor Assemblies Sdn Bhd 0.0678964% $556,729.14 $556,729.14 Tata Motors Ltd. 0.0017323% $14,204.61 $14,204.61 Tesla, Inc. 0.0942962% $773,198.62 $773,198.62 Tianjin FAW Toyota Motor Co., Ltd. 0.8517936% $6,984,436.97 $6,984,436.97 Toyota Motor Corporation 13.5681391% $141,254,436.16 $141,254,436.16 Volkswagen AG 5 15.0799749% $92,701,718.27 $30,949,291.61 $123,651,009.88 Zhengzhou Nissan Automobile Co., Ltd. 0.0533505% $437,456.86 $437,456.86 Aggregate Consenting OEMs 99.8514502% $747,683,705.94 $101,053,620.34 - $848,737,326.28

Non-Consenting OEMs

Aggregate All OEMs 100.0000000% $747,683,705.94 $101,053,620.34 $1,262,673.72 $850,000,000.00

5 Volkswagen AG’s DOJ Payment Distribution Amount will consist of three wires: (1) $92,701,718.27 to Volkswagen AG from the Takata Consenting OEM USD Account, (2) $18,983,258.17 to SAIC Volkswagen Automotive Co., Ltd. from Takata Consenting OEM RMB Account, and (3) $11,966,033.44 to FAW- Volkswagen Automotive Co., Ltd from Takata Consenting OEM RMB Account.

Exhibit C 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 99 of 127 Pg ID 2342

EXHIBIT D

CONSENTING OEM USD DISTRIBUTION PAYMENT AND WIRE INSTRUCTIONS

Name of Payee U.S. Dollar FX Required? Wire Payment Instructions amount to be [Y/N] Remitted Desired Currency: [Yen/Euros] US Dollar Instructions:

Bank Bank address ABA Number: Credit A/C Name: Credit A/C #: Credit A/C Address: If Applicable: FFC A/C Name: FFC A/C #: FFC A/C Address:

For International Instructions:

Bank Name: Bank Address SWIFT Code: US Pay Through ABA: Credit A/C Name: Credit A/C # (IBAN #): Credit A/C Address: If Applicable: FFC A/C Name: FFC A/C # (IBAN #): FFC A/C Address:

Total amount: $ ______

Exhibit D 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 100 of 127 Pg ID 2343

EXHIBIT E

CONSENTING OEM RMB DISTRIBUTION PAYMENTS AND WIRE INSTRUCTIONS

OEM #1

Currency§ and£ ¥ Amount¤ ¢ ¡ : RMB[ ●]

Account number ¡ : [●]

Beneficiary name ¡ : [OEM name ¦ ]

*Amounts listed are in United States Dollars, but the payment will be made in Renminbi and the amounts listed will be converted to Renminbi in accordance with the Shanghai Escrow and Paying Agent Agreement.

Total Amount: $______.

Exhibit E 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 101 of 127 Pg ID 2344

SCHEDULE 1

CONSENTING OEM NOTICE INFORMATION 6

CONSENTING OEM NOTICE LIST AB Volvo Volvo Group Truck Operations Dept. BE83000, GC2N 40508 Gothenburg, Sweden Attention: Pascal Leprompt, VP Cab Purchasing Email: [email protected]

with a copy to:

Baker Hostetler LLP Key Tower, 127 Public Square Suite 2000 Cleveland, OH 44114-1214 Attention: Eric R. Goodman, Esq. Email: [email protected]

Anhui Jianghuai Automobile Group Anhui Jianghuai Automobile Group Corp., Ltd. Corp., Ltd. 669 Shixin Road Hefei Economic and Technological Development Area Anhui, P.R. China 230601 Attention: Ms. Qing Zhang Phone: +86 182 5698 2621 / + 86 551-6229-8623 Email: [email protected]

6 NTD: To be updated. Confirmation required as part of the Closing Package for Joining OEMs (including all required emails).

SCHEDULE 1 26619100.10 2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 102 of 127 Pg ID 2345

CONSENTING OEM NOTICE LIST Aston Martin Lagonda Limited Aston Martin Lagonda Limited Banbury Road, Gaydon, Warwick, CV35 0DB, UK Attention: Mr. Michael Francis Marecki, Company Secretary

with a copy to:

Aston Martin Lagonda Limited Banbury Road, Gaydon, Warwick, CV35 0DB, UK Attention: Michael Edwards, Deputy General Counsel Phone: +44 (0)1926 644904 Email: [email protected]

and to:

Aston Martin Lagonda Limited Unit 1, Mallory Way, Gallagher Business Park Coventry, CV6 6PA, UK Attention: Graham Mackenzie, Senior Manager – Purchasing Phone: +44 (0)1926 644983 Email: [email protected]

Beijing Benz Automotive Co., Ltd. Beijing Benz Automotive Co., Ltd. No. 8 Boxing Road Beijing Economic Technological Development Area (BDA) Beijing P.R. China 100176 Attention: Chu Congyan, Zhao Hongyu Email: [email protected] [email protected]

SCHEDULE 1

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 103 of 127 Pg ID 2346

CONSENTING OEM NOTICE LIST BMW Brilliance Automotive Ltd. BMW Brillia nce Automotive Ltd. No. 1 BMW Avenue, SEDA, Tiexi District, Shenyang, Liaoning P. R. China 110143 Attention: Juergen Mueller Email: Juergen.Mueller@bmw-brilliance.cn

with a copy to:

BMW Brilliance Automotive Ltd. 26th F, Tower B, Gateway Plaza No. 18 Xiaguangli, North 3rd Ring Road Chaoyang District, Beijing P.R. China 100027 Attention: Michael Meng Email: [email protected]

SCHEDULE 1

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 104 of 127 Pg ID 2347

CONSENTING OEM NOTICE LIST BMW M anufacturing Co., LLC BMW Manufacturing Co., LLC 1400 Highway 101 South Greer, SC 29605 Attention: Seann Tzouvelekas Associate General Counsel Email: [email protected]

with a copy to:

BMW Aktiengesellschaft Knorrstrasse 147 80788 München, Germany Attention: Sven Hofmann, MZ-14 Risk Management Email: [email protected]

and to:

BMW Aktiengesellschaft Dostlerstraße 3 80809 München, Germany Attention: Dr. Stephan Wollbrink, AJ-1 Legal Counsel Email: [email protected]

and to:

David A. Rosenzweig Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, NY 10019 Email: [email protected]

Changan Ford Automobile Co., Ltd Changan Ford Automobile Co., Ltd 1 Chang Fu West, Yuan Yang Town New Northern Zone Chongqing P.R. China 401122 Attention: Qitong (Tony) Hu, Quality Improvement and Claim Supervisor Phone: +86-23-67458720 Email: [email protected]

SCHEDULE 1

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 105 of 127 Pg ID 2348

CONSENTING OEM NOTICE LIST Changan Mazda Automobile Co., Ltd. Changan Mazda Automobile Co., Ltd. No.66, Su Yuan Avenue Jiang Ning Economic & Technological Development Zone Nanjing P.R. China 211100 Attention: Kenichi Shiraishi, General Manager, Purchasing Dept. Email: [email protected]

Changan PSA Automobiles Co., Ltd. Tian Bing Production Purchasing Manager [email protected]

with a copy to:

Olivier Fontanel Production Purchasing Director [email protected]

Changchun Fengyue Company of Changchun Fengyue Company of Sichuan FAW Toyota Motor Co., Sichuan FAW Toyota Motor Co., Ltd. Ltd. 499 Fengyue Road National Changchun Automotive Economic-Technological Development Area Changchun, Jilin P.R. China 130013 Attention: Ito Atsuki, Purchasing Department Manager Phone: +86 431-8150-5615 +86 135-1431-4052 Fax: +86 431-81505784 Email: [email protected]

Chery Jaguar Land Rover Automotive Chery Jaguar Land Rover Automotive Co., Ltd. Co., Ltd. 26th Floor, GIFC II, 1438 Hongqiao Road Changning District, Shanghai P.R. China 201103 Attention: Phil Cartwright, Director of Production Purchasing Phone: +86 21 2223 8097 Email: [email protected]

SCHEDULE 1

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 106 of 127 Pg ID 2349

CONSENTING OEM NOTICE LIST China Motor Corporation China Motor Corporation No.618 Xiucai Rd., Yangmei Dist. Taoyuan City 326, Taiwan Attention: Kevin Ho Senior Specialist, Overseas Purchasing Department Email: [email protected]

with a copy to:

China Motor Corporation No.618 Xiucai Rd., Yangmei Dist. Taoyuan City 326, Taiwan Attention: Richard Hsiao Senior Manager, Overseas Purchasing Department Email: [email protected]

Chongqing Lifan Passenger Vehicle Co., Chongqing Lifan Passenger Vehicle Co., Ltd. Ltd. 1539 Jinkai Avenue, Jingkai Zone, North New District Chongqing P.R. China 401122 Attention: Mr. Rong Xiao, Purchase Department Phone: +86 23-61668016 +86 13650501678 Fax: +86 23-61663957 +86 23-61663955 Email: [email protected]

DAF Trucks N.V. DAF Trucks N.V. P.O. Box 90065 5600 PT Eindhoven The Netherlands Attention: Sjef Cornelissen, Director Purchasing Email: [email protected]

with a copy to:

DAF Trucks N.V. P.O. Box 90065 5600 PT Eindhoven The Netherlands Attention: Guillaume Van Kampen, Legal Email: [email protected]

SCHEDULE 1

2:16-cr-20810-GCS-EAS Doc # 80-1 Filed 04/02/18 Pg 107 of 127 Pg ID 2350

CONSENTING OEM NOTICE LIST Dongfeng Honda Automobile Co., Ltd. Dongfeng Honda Automobile Co., Ltd General Affairs Division, Legal Supervision Department No. 283 Che Cheng East Street Wuhan Economic & Technological Development Zone Hubei Province 430056, China Attention: Jin Mei, Department Leader Email: [email protected]

Dongfeng Motor Company Limited Dongfeng Motor Company Limited President Office 10 Dongfeng Avenue Wuhan Economic and Technology Development Zone Hubei, P.R. China Attention: Chen Xiang, Secretary to the President Phone: 027-8428-3698 Email: [email protected]

Dongfeng Passenger Vehicle Company Dongfeng Passenger Vehicle Company 1969 Dongfeng Avenue Economic-Technological Development Area of Wuhan Wuhan, Hubei Province, P.R. China 430058 Attention: Mr. Pei Wang, Purchase Department Phone: +86 27-84583647 +86 13476010252 Fax: +86 27-84284100 Email: [email protected]

Dongfeng Yulon Motor Co., Ltd Dongfeng Yulon Motor Co., Ltd 2688 New Century Avenue, Linjiang Industrial Zone, Xiaoshan District, Hangzhou, P.R. China 311228 Attention: Mr. Guanghua Lai Phone: +86 18668028598 +86 571-22966513 Email: [email protected]

with a copy to:

Dongfeng Yulon Motor Co., Ltd 2688 New Century Avenue, Linjiang Industrial Zone, Xiaoshan District, Hangzhou, Zhejiang Province P. R. China 311228 Attention: Mr. Congmin Su Phone: +86 18668009568 +86 571-22966588 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST FAW Car Co., Ltd. FAW Car Co., Ltd. Zhibao Building, Daxin Road High-tech Industrial Development Zone Changchun, Jilin Province P. R. China 130012 Attention: Mr. Guowei Wang, Purchase Department Phone: +86 431-81504859 +86 13500883421 Fax: +86 431-81504853 Email: [email protected]

FCA US LLC FCA US LLC 800 Chrysler Drive Auburn Hills, MI 48326 CIMS 484-01-26 Attention: Sigmund E. Huber Global Director, Supplier Relations & Risk Management Email: [email protected]

with a copy to:

FCA US LLC 1000 Chrysler Drive Auburn Hills, MI 48326 CIMS 485-14-07 Attention: Mark Werling Email: [email protected]

and to :

Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 Attention: Brian Glueckstein Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Ferrari S.p.A. Ferrari S.p.A. Chief Technology Officer - Head of Purchasing Department Via Abetone Inferiore n. 4 41053 Maranello (MO), Italy E-mail: [email protected] and [email protected]

with a copy to:

Ferrari S.p.A. Legal and Corporate Affairs Department Via Abetone Inferiore n. 4 41053 Maranello (MO), Italy E-mail: [email protected]

Ford Motor Company Ford Motor Company Town Center Offices 18900 Michigan Avenue Dearborn, MI 48126 Attention: Dennis Barrish Email: [email protected]

with a copy to:

McGuireWoods LLP Tower Two-Sixty 260 Forbes Avenue Suite 1800 Pittsburgh, PA 15222 Attention: Mark E. Freedlander, Esq. Email: [email protected]

Fujian Benz Automotive Co., Ltd. Fujian Benz Automotive Co., Ltd. Legal Department No. 1 Benchi Avenue, Qingkou Investment Zone Fuzhou, Fujian Province P. R. China 350119 Attention: Jerry Deng, Senior Legal Manager Phone: : +86-591-2279 8201 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST GAC Fiat Chrysler Automobiles Co., Ltd GAC Fiat Chrysler Automobiles Co., Ltd No. 18 Yingxia Road Changsha Economic and Technical Development Zone Changsha, Hunan Province P.R. China 410100 Attention: Zhuo Zhang, Purchasing Manager Phone: +8618670338766 Email: [email protected]

GAC Honda Automobile Co., Ltd. GAC Honda Automobile Co., Ltd. Legal & Audit Office No.1, Guangben Road, Huangpu Guangzhou,Guangdong P.R. China 510700 Attention: Wu Jun, Vice General Manager Email: [email protected]

GAC Toyota Motor Co., Ltd. GAC Toyota Motor Co., Ltd. The Office of General Manager 8 Shinan Blvd., Nanshan District Guangzhou, Guangdong P.R. China 511455 Attention: Li Zhou Office: +86 (0)20 39398816 Mobile: +86 13632111408 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST General Motors Holdings LLC General Motors LLC Vehicle Engineering Center 29755 Louis Chevrolet Rd. Warren, MI 48090-9020 M/C 480-210-85 Attention: Mark W Fischer Email: [email protected]

with a copy to:

General Motors LLC Vehicle Engineering Center 29755 Louis Chevrolet Rd. Warren, MI 48090-9020 M/C 480-210-8N Attention: Aaron M. Silver Email: [email protected]

and to:

Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, MI 48226-3506 Attention: Joseph R. Sgroi Email: [email protected]

Honda North America, Inc. Honda North America 24000 Honda Parkway Marysville, OH 43040 Attention: Tom Lake Email: [email protected]

with a copy to:

Vorys, Sater, Seymour & Pease 52 East Gay Street Columbus, OH 43215 Attention: Rob Bell Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Iveco S.p.A. CNH Industrial – Purchasing Head of Commodity Electrical Lungo Stura Lazio 3/a 10156 Torino, Italy Email: [email protected]

with a copy to:

CNH Industrial - Purchasing Head of Legal Lungo Stura Lazio 3/a 10156 Torino, Italy Email: [email protected]

Jaguar Land Rover Ltd Jaguar Land Rover Limited Registered Office: Abbey Road, Whitley, Coventry CV3 4LF Registered in England No: 1672070 Attention: Antony Cunningham Email: [email protected]

with a copy to:

Jaguar Land Rover North America, LLC 555 MacArthur Boulevard Mahwah, NJ 07430 Attention: Anna-Lisa Corrales Email: [email protected]

and to:

Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606-4637 Attention: Richard G. Ziegler Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Karma Automotive LLC Karma Automotive LLC 9950 Jeronimo Road Irvine, CA 92618 Attn: John Wilson Email: [email protected]

with a copy to:

Karma Automotive LLC 9950 Jeronimo Road Irvine, CA 92618 Attn: Mika A. Mostert Email: [email protected]

Mazda Motor Corporation Mazda Motor Corporation 3-1 Shinchi, Fuchu-cho, Aki-gun, Hiroshima 730-8670 Japan Attention: Mr. Tetsuto Nakamura, General Manager, Purchasing Division Email: [email protected]

with a copy to:

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Attention: Adam Rogoff & Anupama Yerramalli Email: [email protected]; [email protected]

McLaren Automotive Limited The Executive Director - Commercial and Legal; McLaren Automotive Limited McLaren Technology Centre Chertsey Road Woking Surrey GU21 4YH England Fax: +44 (0) 1483 261 502

with a copy to:

The Commercial Director Daniel Scaglione Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Mercedes -Benz U.S. International, Inc. Mercedes -Benz U.S. International, Inc. 1 Mercedes Drive Vance, AL 35490-9310 Attention: Richard Clementz General Counsel Email: [email protected]

with a copy to :

Daimler AG HPC: G036 Schickardstr. 30 D- 71034 Böblingen, Germany Attention: Götz Rachner Senior Manager Risk & Restructuring Management (MP/SR) Mercedes-Benz Procurement & Supplier Quality E-Mail: [email protected]

and to:

White & Case LLP 200 S. Biscayne Blvd., Ste. 4900 Miami, FL 33131 Attention: Michael C. Shepherd Email: [email protected]

Mitsubishi Motors Corporation Mitsubishi Motors Corporation 1, Nakashinkiri, Hashime-cho Okazaki, Aichi Pref., Japan Attention: Toshifumi Kimura, General Manager Email: [email protected]

with a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attention: Daniel Youngblut Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST National Electric Vehicle Sweden AB National Electric Vehicle Sweden AB Saabvägen 5 46138 Trollhättan Sweden Attention: Fredrik Ahlström, Vice President Purchasing NEVS Email: [email protected]

with a copy to:

National Electric Vehicle Sweden AB Saabvägen 5 46138 Trollhättan Sweden Attention: Anna-Lena Björkenstam, Purchasing Director Direct Material Email: [email protected]

Nissan Motor Co., Ltd. Nissan Motor Co., Ltd. 1-1, Takashima 1-chome, Nishi-ku Yokohama-shi, Kanagawa 220-8686 Japan Attention: Fabien Lesort Email: [email protected]

and

Nissan North America, Inc. 39001 Sunrise Farmington Hills, MI 48331 Attention: Donald P. Parshall, Jr. Email: [email protected]

with a copy to:

Jones Day 600 Brickell Avenue, Suite 3300 Miami, FL 33131 Attention: Pedro A. Jimenez Email: [email protected]

Off -Road Vehicle Branch of Beijing Off -Road Vehicle Branch of Beijing Automotive Group Co., Ltd. Automotive Group Co., Ltd. 99 Shuanghe Street, Shunyi District Beijing P. R. China 101300 Attention: Mr. Yangyang Wang Phone: +86 158 1008 0358 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST PCMA Rus Ooo PCMA Rus Ooo Tchistoprudny Blvrd, 17 build. 1, 101000 Moscow, Russia Attention: Irina Nasedkina, Legal Department Phone: +74959807212 Email: [email protected]

Perusahaan Otomobil Kedua Sendirian Kazuyoshi Nagata Berhad Executive Director [email protected]

with a copy to:

Borhan Din General Manager, Procurement & Vendor Development Dept. [email protected]

PJSC "AVTOVAZ" PJSC "AVTOVAZ" 445024, Russia, Samara region, Togliatti, Yuzhnoye shosse, 36 Attention: Nicolas Maure, President of PJSC "AVTOVAZ" Phone: +8 (8482) 640065 Email: [email protected]

PSA Automobiles SA PSA Automobiles SA 2-10 bd de l’Europe – YT 279 78093 Poissy cedex 09 France Attention: Pascal Dalon Supplier Risk Manager Email: [email protected]

with a copy to :

Baker Hostetler LLP Key Tower, 127 Public Square Suite 2000 Cleveland, OH 44114-1214 Attention: Eric R. Goodman, Esq. Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Renault s.a.s. Renault s.a.s. 13-15 quai le Gallo - 92513 Boulogne-Billancourt cedex FRANCE Attention: Ludmilla Allongue Email: [email protected]

with a copy to:

Proskauer Rose LLP Eleven Times Square New York, NY 10036-8299 Attention: Brian S. Rosen Email: [email protected]

SAIC General Motors Corporation SAIC General Motors Corporation Limited Limited SGM Jinqiao ASSY, STPG, GPS, Floor 3 1500 Shen Jiang Road Shanghai P.R. China 201206 Attention: Anirvan Coomer, Executive Director SAIC-GM Phone: +86 21 2890 2256 Email: [email protected]

SAIC Motor Corporation Limited SAIC Motor Corporation Limited Passenger Vehicle Branch 201 Anyan Road, Jiading District Shanghai P.R. China Attention: Mr. Wei Lan, Purchasing Department Phone: +86 13818920478 +86 21 61389114 Email: [email protected]

Shanghai LTI Automobile Co., Ltd. Mr. Chunlin Zhang 2888 Wanfeng Road, Fengjing Industrial Park, Jinshan District Shanghai P. R China 201501 Phone: +86 135 121 51081 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Shenzhen DENZA New Energ y Xuexing Ma Automotive Co., Ltd. [email protected]

with a copy to:

Lorraine Yan, CEO [email protected]

and to:

Wu Chen, EVP [email protected]

Sichuan FAW Toyota Motor Co., Ltd. Sichuan FAW Toyota Motor Co., Ltd. Parts Purchasing Division #222, South Jingkaiqu 3rd Road, Chengdu Economic & Technological Development Zone, Chengdu, Sichuan P.R. China 610100 Attention: Hongli He Phone: +86 28 88435332 Email: [email protected]

Spartan Motors USA, Inc. Spartan Motors USA, Inc. 1541 Reynolds Road Charlotte MI 48813 Attention: Luis Silva, Director - Procurement Phone: +1 517-997-3832 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Subaru Corporation Subaru Corporation Ebisu Subaru Bldg., 1-20-8, Ebisu, Shibuya-ku, Tokyo 150-8544 Japan Attention: Naoko Taniguchi, Legal Department Email: [email protected]

and to:

Subaru of America, Inc. 2235 Marlton Pike W, Cherry Hill, NJ 08002 USA Attention: Terri Woodard Claybrook, Director-Associate General Counsel Email: [email protected]

and to:

Subaru of Indiana Automotive, Inc. 5500 State Road 38 E Lafayette, IN 47905 Attention: Douglas R. Meyer, Senior Manager and General Counsel Legal/HR/CSR Email: [email protected]

and to:

Yasuhiro Takemoto, Legal Department [email protected]

with a copy to:

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Attention: Adam Rogoff & Anupama Yerramalli Email: [email protected]; [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Tan Chong Motor Assemblies Sdn Bhd Tan Chong Motor Assemblies Sdn Bhd 62-68, Jalan Sultan Azlan Shah 51200 Kuala Lumpur Malaysia Email: [email protected] [email protected]

with a copy to:

Tan Chong Motor Assemblies Sdn Bhd Lot 249, Jalan Segambut 51200 Kuala Lumpur Malaysia

Tata Motors Ltd. Tata Motors Ltd Pimpri, Pune 411018 India Attention: Mr. Kuldeep Sinh Garud, Deputy General Manager, Legal Cell

with a copy to:

Tata Motors Ltd Pimpri, Pune 411018 India Attention: Sandip Aralkar, Deputy General Manager (Imports and Collaboration) Email: [email protected]

Tesla, Inc. Irell & Manella, LLP 840 Newport Center Drive Newport Beach, CA 92660-6324 Attention: Jeffrey M. Reisner Email: [email protected]

Tianjin FAW Toyota Motor Co., Ltd. Tianjin FAW Toyota Motor Co., Ltd Parts Purchasing Dept No. 81, 9th Avenue, TEDA Tianjin P.R. China 300457 Attention: Cui Yi Ze, Deputy Department General Manager Mobile: 18920288913 Tel: +86-22-66230666-2109 Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Toyota Motor Corporation Toyota Motor North America, Inc. 6565 Headquarters Drive Plano, TX 75024 Attention: Cortney Romans Email: [email protected]

and to:

Toyota Motor Engineering and Manufacturing North America 8777 Platt Road Seline, MI 48176 Attention: Jim Holloway Email: [email protected]

and to:

Toyota Motor Corporation 1, Toyota-cho Toyota, Aichi 471-8571 Attention: Takuo Nomura Email: [email protected]

with a copy to:

Frost Brown Todd LLC

150 Third Avenue South, Suite 1900

Nashville, TN 37201- 2043

Attention: Robert Sartin, Esq.

Email: [email protected]

and to:

Orrick, Herrington & Sutcliffe LLP 51 West 52nd Street New York, NY 10019-6142 Attention: Lorraine S. McGowen, Esq. Email: [email protected]

SCHEDULE 1

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CONSENTING OEM NOTICE LIST Volkswagen AG Volkswagen AG Postfach 1658 Berliner Ring 2 38440 Wolfsburg Germany Attention: Dr. Frauke Eßer and Matthias Trecker Email: [email protected], [email protected]

with a copy to:

Davis Polk and Wardwell LLP 450 Lexington Avenue New York, NY 10017 Attention: Timothy Graulich & Darren S. Klein Email: [email protected], [email protected]

Zhengzhou Nissan Automobile Co., Ltd. Zhengzhou Nissan Automobile Co., Ltd. No. 3, Lianhu Road, Zheng Dong New District ZhengZhou, Henan P.R. China 450016 Attention: Xuanyuan Qin, Managing Director Phone: +86 371 56197002 Email: [email protected]

62986968 v10

SCHEDULE 1

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EXHIBIT E (Proposed Order)

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UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION

) UNITED STATES OF AMERICA, ) Plaintiff ) Case No. 16-CR-20810-04 ) v. ) Honorable George Caram Steeh ) TAKATA CORPORATION, ) Defendant. )

ORDER GRANTING SPECIAL MASTER’S REQUEST FOR APPROVAL OF (1) ALLOCATION AND DISTRIBUTION OF OEM RESTITUTION FUND; AND (2) ALTERNATIVE PROCEDURES FOR DISTRIBUTIONS IN RESPECT OF THE OEM RESTITUTION OBLIGATIONS OF TAKATA CORPORATION

Upon the request of Eric D. Green in his capacity as Special Master, with the consent of Takata, the Department of Justice, the Consenting OEMs, and the

Purchaser, for final approval of (i) the proposed allocation and distribution of the

$850 million in restitution (the “OEM Restitution Amount”) directed to automobile manufacturers (“OEMs”) who purchased PSAN airbag inflators from Takata

Corporation (“Takata”) and/or its affiliates and subsidiaries (the “Proposed Final

Allocation”) (Doc. 60), with amended Exhibits A and B (Doc. __); (ii) the retention of JPMorgan Chase Bank, N.A. as paying agent; and (iii) the proposed procedures for the payment of distributions with respect to the OEM Restitution

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Amount and the satisfaction of the Special Master’s fees and expenses in connection therewith (the “Proposed Payment Procedures”) (Doc. __); 1

IT IS HEREBY ORDERED that:

1. The Proposed Final Allocation (Doc. 60), with amended Exhibits A and B (Doc. __), is hereby approved.

2. The Proposed Payment Procedures (Doc. __) are hereby approved.

3. The portion of the Special Master’s request for final approval of the

Proposed Final Allocation that relates to the Alleged Whistleblowers’ claims, objections, and entitlement to an award is OMITTED as MOOT in light of the affected parties’ agreement and the withdrawal by the Alleged Whistleblowers of their objections.

4. The retention of JPMorgan Chase Bank, N.A. as paying agent is hereby approved. The Special Master shall not be responsible in any manner for paying the Paying Agent’s costs, fees or expenses or reimbursing any payment of the Paying Agent’s costs, fees or expenses by Takata or any other entity or person.

Takata shall advance the Paying Agent’s fees. Takata has expressed a desire to seek reimbursement from reorganized TKH for the Paying Agent’s fees, and this

1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Special Master’s (1) Notice of Filing of Amended Exhibits to Request for Final Approval of Allocation and Distribution of OEM Restitution Fund (Doc. 60) and (2) Request for Approval of Alternative Procedures for Distributions in Respect of the OEM Restitution Obligations of Takata Corporation (Doc. __) (the “Proposed Payment Procedures Request”). 2

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matter will be subject to discussion at a later time, with a full reservation of rights

to all parties.

5. The Payment Agent and Escrow Agreements (Doc. __, Exhibit C-1

(JPM New York) and Exhibit C-2 (JPM Shanghai)) and the Distribution

Agreement (Doc. __, Exhibit D) are hereby approved in substantially the form that

they are attached to the Proposed Payment Procedures Request. The parties are

permitted to finalize the Agreement in a manner consistent with the terms set forth

therein. To the extent that there are any errors in the wiring instructions set forth in

the Distribution Agreement or other immaterial errors in the Agreements, the

Special Master is authorized to take such action as necessary to ensure each

OEM’s receipt of its allocated portion of the OEM Restitution Amount without

further order of this Court.

6. The $850 million in restitution shall be paid and distributed in accordance with the terms of the Agreements and as set forth in the Proposed

Payment Procedures Request. Any conflicting terms of the Plea Agreement,

Restitution Order, Appointment Order, Trust Agreement or any other prior Court order in this action regarding the payment or distribution of the $850 million in restitution to the OEMs shall be modified pursuant to and superseded by this

Order.

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7. Upon notice to the Court that the procedures outlined herein have

been complied with to the Court’s satisfaction and that all remaining funds in the

OEM Restitution Trust Fund created under the Takata Corporation Restitution

Fund Trust have been distributed or otherwise disposed of, the Special Master is

permitted to dissolve the OEM Restitution Trust Fund.

8. Consistent with the terms of the Plea Agreement, Restitution Order, and Appointment Order, Takata shall be liable for the legal fees and expenses incurred by the Special Master prior to the closing in connection with the Proposed

Payment Procedures.

9. The entry into and compliance with the Agreements by the Special

Master and his professionals complies with and satisfies their obligations under the

Court’s prior orders in this action with regard to the restitution of the $850 million to the OEMs.

10. This Court retains jurisdiction over all matters covered by, or related

to, this Order.

So ordered.

Dated: ______, 2018

GEORGE CARAM STEEH UNITED STATES DISTRICT JUDGE