Case BLS Doc 1110 Filed 11/03/17 Page 1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case BLS Doc 1110 Filed 11/03/17 Page 1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re : Chapter 11 : TK HOLDINGS INC., et al., : Case No (BLS) : Debtors. 1 : Jointly Administered : : Re: Docket No x NOTICE OF FILING OF U.S. ACQUISITION AGREEMENT PLEASE TAKE NOTICE that on November 3, 2017, TK Holdings Inc. and its affiliated debtors in the above-captioned chapter 11 cases, as debtors and debtors in possession (collectively, the Debtors ) filed the Joint Chapter 11 Plan of Reorganization of TK Holdings Inc. and Its Affiliated Debtors [Docket No. 1108] (the Plan ). PLEASE TAKE FURTHER NOTICE that in connection with the Plan, the Debtors are filing the Asset Purchase Agreement, by and among certain of the Debtors, Joyson KSS Auto Safety S.A. (collectively with one or more of its current or future Subsidiaries and or Affiliates (as such terms are defined in the U.S. Acquisition Agreement)) and KSS Holdings, Inc. (solely for purposes of section 7.22 thereof) (including all exhibits and schedules attached thereto and each as may be amended, modified, or supplemented from time to time, the U.S. Acquisition Agreement ). A copy of the U.S. Acquisition Agreement is attached hereto as Exhibit A. 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, as applicable, are: Takata Americas (9766); TK Finance, LLC (2753); TK China, LLC (1312); TK Holdings Inc. (3416); Takata Protection Systems Inc. (3881); Interiors in Flight Inc. (4046); TK Mexico Inc. (8331); TK Mexico LLC (9029); TK Holdings de Mexico, S. de R.L. de C.V. (N/A); Industrias Irvin de Mexico, S.A. de C.V. (N/A); Takata de Mexico, S.A. de C.V. (N/A); and Strosshe-Mex, S. de R.L. de C.V. (N/A). Except as otherwise set forth herein, the Debtors international affiliates and subsidiaries are not debtors in these chapter 11 cases. The location of the Debtors corporate headquarters is 2500 Takata Drive, Auburn Hills, Michigan RLF V.2

2 Case BLS Doc 1110 Filed 11/03/17 Page 2 of 2 Dated: November 3, 2017 Wilmington, Delaware /s/ Brett M. Haywood RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Michael J. Merchant (No. 3854) Amanda R. Steele (No. 5530) Brett M. Haywood (No. 6166) One Rodney Square 920 N. King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) and- WEIL, GOTSHAL & MANGES LLP Marcia L. Goldstein Ronit J. Berkovich Matthew P. Goren 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Attorneys for the Debtors and Debtors in Possession RLF V.2 2

3 Case BLS Doc Filed 11/03/17 Page 1 of 266 Exhibit A U.S. Acquisition Agreement RLF V.2

4 Case BLS Doc Filed 11/03/17 Page 2 of 266 EXECUTION VERSION ASSET PURCHASE AGREEMENT BY AND AMONG TK HOLDINGS INC., TAKATA AMERICAS, TK HOLDINGS DE MEXICO S. DE R.L. DE C.V., TK MEXICO LLC, INDUSTRIAS IRVIN DE MEXICO, S.A. DE C.V., STROSSHE MEX S. DE R.L. DE C.V., TAKATA DE MEXICO S.A. DE C.V., JOYSON KSS AUTO SAFETY S.A. AND KSS HOLDINGS, INC. (solely for purposes of Section 7.22) Dated as of November [ ], 2017

5 Case BLS Doc Filed 11/03/17 Page 3 of 266 Table of Contents ARTICLE I DEFINITIONS Certain Definitions Terms Defined Elsewhere in this Agreement Other Definitional and Interpretive Matters ARTICLE II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES Purchase and Sale of Assets Excluded Assets Assumption of Liabilities Excluded Liabilities Cure Claims Consent to Certain Assignments Contract Designation Further Conveyances and Assumptions ARTICLE III CONSIDERATION Consideration Purchase Price Deposit Payments by the Plan Sponsor of Certain Portions of the Purchase Price Repaid Indebtedness Backstop Business Incentive Plan Withholding ARTICLE IV CLOSING AND TERMINATION Closing Deliveries by Sellers Deliveries by the Plan Sponsor Termination of Agreement Procedure Upon Termination Break-Up Fee and Expense Reimbursement Regulatory Termination Fee Effect of Termination Treatment of OEMs that Have Not Used PSAN ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLERS Organization and Good Standing Acquired Subsidiaries; Ownership of Equity Interests Authorization of Agreement i Page

6 Case BLS Doc Filed 11/03/17 Page 4 of Conflicts; Consents of Third Parties Sufficiency of and Title to Purchased Assets Financial Statements No Undisclosed Liabilities Absence of Certain Developments Taxes Real Property Condition of Facilities and Other Tangible Property Intellectual Property Material Contracts Employee Benefits Labor Litigation Compliance with Laws; Permits Automotive Regulatory/NHTSA Compliance Compliance with FCPA, International Trade Laws and Sanctions Money Laundering Laws Insurance Environmental Matters Customers and Suppliers Warranty and Product Liability Financial Advisors Affiliate Transactions PSAN Inflator Business Acquired Subsidiary Indebtedness Indemnification Arrangements ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PLAN SPONSOR Organization and Good Standing Authorization of Agreement Conflicts; Consents of Third Parties Litigation Financial Advisors Bankruptcy Financial Capability Ultimate Parent No Other Representations or Warranties ARTICLE VII COVENANTS Access to Information Conduct of the Business Pending the U.S. Closing Consents Regulatory Approvals Bankruptcy Court Filings and Approvals Further Assurances; Separation of PSAN Assets ii

7 Case BLS Doc Filed 11/03/17 Page 5 of Confidentiality Preservation of Records Publicity Use of Name Competing Transaction PSAN Assets Wrong Pocket Rule 11 Plea Agreement Financing Cooperation Termination of Affiliate and Intercompany Agreements Permits Global Settlement Agreement Certain Pre-Closing Restructurings Expense Reimbursement During Bankruptcy Cases Performance Guaranty Delivery of Cash Non-Consenting OEMs Severing PSAN Contracts Excess Cash Break-Up Fee and Expense Reimbursement Cooperation Joyson Shareholder Approval Equipment Option Notice ARTICLE VIII EMPLOYEES AND EMPLOYEE BENEFITS Employment Mexico Employees Employee Census ARTICLE IX CONDITIONS TO CLOSING Conditions Precedent to Obligations of the Plan Sponsor Conditions Precedent to Obligations of Sellers Conditions Precedent to Obligations of the Plan Sponsor and Sellers Frustration of Closing Conditions ARTICLE X TAXES Transfer Taxes VAT Real Property, Personal Property and Similar Ad Valorem Taxes Section 338 Elections Purchase Price Allocation Brazil Withholding Tax Matters Mexican Tax Withholding Matters Pre-Closing Actions iii

8 Case BLS Doc Filed 11/03/17 Page 6 of Cooperation Tax Treatment of Purchase Price Adjustments Tax Sharing Agreements Exclusivity ARTICLE XI MISCELLANEOUS Survival Expenses Incorporation of Exhibits and Disclosure Schedule Specific Performance Governing Law Submission to Jurisdiction; Service of Process WAIVER OF JURY TRIAL Entire Agreement; Amendments and Waivers Notices Severability No Third Party Beneficiaries Succession and Assignment Non-Recourse Mutual Drafting Disclosure Schedule Joint Obligations Counterparts; Electronic Signatures iv

9 Case BLS Doc Filed 11/03/17 Page 7 of 266 ANNEXES, EXHIBITS AND SCHEDULES Annexes Annex A Annex B Base Purchase Price Acquired Cash Adjustment Exhibits Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Restructuring Support Agreement Joint Chapter 11 Plan of Reorganization Bill of Sale, Assignment and Assumption Agreement Mexican Employees Transfer Agreement Backstop Agreement Regulatory Escrow Agreement Term Sheet Global Settlement Agreement OEM Indemnity and Release Agreement Voting and Support Agreement Schedules Schedule A Schedule B Schedule C Schedule D Schedule E Schedule F Schedule G Schedule H Schedule I Schedule J Schedule K Consenting OEMs Regional Shares Exchange Rate Calculation Seller Covered Persons Share Purchase Subsidiaries Retained Subsidiaries Allocation Entities Specified OEMs Non-Consenting OEMs Acquired Subsidiary Cash Cash Allocation Shares v

10 Case BLS Doc Filed 11/03/17 Page 8 of 266 ASSET PURCHASE AGREEMENT Asset Purchase Agreement, dated as of November [ ], 2017 (this "Agreement"), by and among TK Holdings Inc., a Delaware corporation ("TK Holdings"), Takata Americas, a Delaware general partnership ("Takata Americas"), TK Holdings de Mexico S. de R.L. de C.V., a Mexico limited liability company (sociedad de responsibilidad limitada de capital variable) ("TK Holdings de Mexico"), TK Mexico LLC, a Delaware limited liability company ("TK Mexico LLC"), Industrias Irvin de Mexico, S.A. de C.V., a Mexico stock corporation (sociedad anonima de capital variable) ("Industrias"), Strosshe Mex S. de R.L. de C.V., a Mexico limited liability company (sociedad de responsibilidad limitada de capital variable) ("SMX"), Takata de Mexico S.A. de C.V., a Mexico stock corporation (sociedad anonima de capital variable) ("TK de Mexico" and, collectively with TK Holdings, Takata Americas, TK Holdings de Mexico, TK Mexico LLC, Industrias and SMX, "Sellers"), Joyson KSS Auto Safety S.A., a Luxembourg société anonyme ("Parent", and collectively with one or more of its current or future Subsidiaries or Affiliates, the "Plan Sponsor"), and solely for purposes of Section 7.22, KSS Holdings, Inc., a Delaware corporation ("KSS Holdings" or, the "Guarantor"). Sellers, and the Plan Sponsor are referred to collectively herein as the "Parties" and either Sellers, on the one hand, or the Plan Sponsor, on the other hand, are respectively referred to as a "Party". W I T N E S S E T H: WHEREAS, Sellers and certain of their respective Subsidiaries are debtors in possession (collectively, the "U.S. Debtors") under title 11 of the United States Code, 11 U.S.C. 101 et seq. (the "Bankruptcy Code") and filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on June 25, 2017 (the "Bankruptcy Cases"), in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").` WHEREAS, in connection with the Bankruptcy Cases, Sellers, certain of their Affiliates, and certain of the OEMs (as defined below) listed on Schedule A to this Agreement (the "Initial Consenting OEMs" and, together with any OEM that executes a counterpart or joinder to the OEM Indemnity and Release Agreement (as defined below), the Global Settlement Agreement (as defined below) and the OEM Allocation Agreement (as defined in the OEM Indemnity and Release Agreement) in accordance with the respective terms thereof and otherwise on or before the Closings, the "Consenting OEMs") entered into an Accommodation Agreement, dated July 18, 2017 (as may be further amended, the "Accommodation Agreement"); WHEREAS, in connection with the Bankruptcy Cases, Sellers, certain of their Affiliates, and certain of the Initial Consenting OEMs entered into an Access Agreement, dated August 9, 2017 (the "Access Agreement"); WHEREAS, Sellers and certain of their Affiliates engage in research and development with respect to, and the design, manufacture, marketing and sale of, steering wheels, motorized and non-motorized seatbelts, air bag modules, electronics, child seats, textiles, fabrics, lane departure warning devices, adaptive front steering devices, satellite sensors, seat weight sensors, pedestrian safety pop-up hood devices, Kitting Operations (as defined below), airbag inflators (including GuNi inflators and ammonium nitrate inflators made by third parties but excluding PSAN Inflators (as defined below)), igniters, other automotive safety and related Component

11 Case BLS Doc Filed 11/03/17 Page 9 of 266 Parts, and any other Products, excluding, for the avoidance of doubt, PSAN Inflators (as defined below) and the PSAN Inflator Business (as defined below) (collectively, the "Business"). WHEREAS, Sellers and certain of their Affiliates also engage in the PSAN Inflator Business. WHEREAS, Sellers desire to sell, transfer and assign to the Plan Sponsor, and the Plan Sponsor desires to purchase, acquire and assume from Sellers, all of the Purchased Assets (as defined below) and Assumed Liabilities (as defined below), all as more specifically provided herein. WHEREAS, concurrently with the execution of this Agreement, TK Holdings, TKJP (as defined below), TK Europe (as defined below), TKAG (as defined below), Takata Sachsen (as defined below), Parent and the Escrow Agent (as defined below) are entering into the Escrow Agreement (as defined below) and Parent or an Affiliate of Parent, on behalf of Parent or current or future Subsidiaries or Affiliates of Parent designated to purchase the Purchased Assets, is posting the Escrow Amount as a deposit thereunder. WHEREAS, concurrently with the execution of this Agreement, Parent and/or certain Affiliates of Parent and certain Affiliates of Sellers are entering into (a) the TKJP Purchase Agreement (as defined below) and (b) the TK Europe Purchase Agreement (as defined below). WHEREAS, concurrently with the execution of this Agreement, the Consenting OEMs and Parent are entering into an Indemnity and Release Agreement in the form attached hereto as Exhibit H (the "OEM Indemnity and Release Agreement"), and Sellers, Parent and certain of the Consenting OEMs or certain of their Affiliates are entering into the Restructuring Support Agreement in the form attached hereto as Exhibit A (the "RSA"). WHEREAS, the approval by the affirmative vote (in person or by proxy) of holders holding two-thirds (2/3) of the voting power of shareholders present (in person or by proxy) and entitled to vote at a shareholders meeting of Ningbo Joyson Electronic Corp. ("Joyson") duly called and held for the purpose of approving the Global Transactions (as defined below) or any adjournment or postponement thereof in favor of the approval of the Global Transactions (the "Joyson Shareholder Approval") is required for the consummation of the Global Transactions. WHEREAS, prior to or concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Sellers' willingness to enter into this Agreement, Mr. Jianfeng Wang, a citizen of the People s Republic of China, and Joyson Holding Co., Ltd., a company established and existing under the laws of the People's Republic of China (collectively, the "Joyson Shareholders") entered into a voting and support agreement with TK Holdings, TKJP and TK Europe (the "Voting and Support Agreement"), the form of which is attached hereto as Exhibit I, pursuant to which, among other things, the Joyson Shareholders agreed to vote all of the shares of capital stock of Joyson that the Joyson Shareholders own or control (directly or indirectly) in favor of the approval of the Global Transactions. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows: 2

12 Case BLS Doc Filed 11/03/17 Page 10 of Certain Definitions. ARTICLE I DEFINITIONS For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1: "Accounting Expert" means Deloitte & Touche LLP. "Acquired Cash" means the Cash and Cash Equivalents conveyed to or acquired directly or indirectly by the Plan Sponsor pursuant to this Agreement and the Cross-Conditioned Agreements (including Cash and Cash Equivalents held by the Acquired Subsidiaries) at the Closings. "Acquired Intellectual Property" means (i) the Purchased Intellectual Property and (ii) all other Intellectual Property, Software or Technology used or held for use by any Seller Entity, and all tangible and intangible embodiments of any of the foregoing (in any form or media), except as provided under Section 2.2(l). "Acquired IP Licenses" means (a) all Purchased IP Licenses and (b) subject to Section 2.7, all other Contracts pursuant to which any Seller Entity (i) has granted to any third Person any right to any other Acquired Intellectual Property or (ii) has been granted a right to a third Person's Intellectual Property, Software or Technology that is used or held for use by Seller Entities, in each case of (i) and (ii), including those set forth on Schedule 2.1(g) except as provided under Section 2.2(l). "Affiliate" means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person, where "control" means the power, directly or indirectly, to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities, by contract or otherwise. "Aggregate Appraisal Amount" means an amount equal to the sum of (x) the TSAC Appraisal Amount plus (y) the EMEA Appraisal Amount plus (z) the Mexico Appraisal Amount. "Alternative Transaction" means, in a single transaction or a series of related transactions, (i) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, dissolution, liquidation or similar transaction involving all or substantially all of (A) Sellers and the Acquired Subsidiaries, (B) Sellers' Affiliates party to, or to be sold in an equity purchase pursuant to, the TKJP Purchase Agreement, or (C) Sellers' Affiliates party to, or to be sold in an equity purchase pursuant to, the TK Europe Purchase Agreement (each group of entities described in any of (A) through (C), a "Deal Subject Entity Set"), or (ii) the direct or indirect acquisition of assets, shares of capital stock or other equity interests, or any combination thereof, by any Person or group, representing (1) twenty percent (20%) or more of the aggregate book value of the assets of all Deal Subject Entity Sets, or (2) twenty percent (20%) or more of the aggregate revenues or net income of all Deal Subject Entity Sets. Notwithstanding the 3

13 Case BLS Doc Filed 11/03/17 Page 11 of 266 foregoing, (i) an Alternative Transaction shall not include a liquidation sale or liquidation transfer of one or more Deal Subject Entity Sets unless all or a material portion of such liquidation sale or liquidation transfer is entered into for the purpose or with the intent of circumventing the obligations of Sellers under Section 4.6 and (ii) in determining whether or not a transaction or series of related transactions constitutes an Alternative Transaction, the inclusion or exclusion therefrom of all or any part of the PSAN Inflator Business shall not be considered. "Alternative Transaction Expense Reimbursement Amount" means Sellers' Regional Share of $50,000,000. "Alternative Transaction Proposal" means any proposal or offer from any Person (other than the Plan Sponsor or any of the Plan Sponsor's Affiliates or Representatives (in their capacity as such)) relating to any Alternative Transaction. "Antitrust Law" means antitrust laws and all other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including: the Sherman Antitrust Act, as amended; the Clayton Antitrust Act of 1914, as amended; the HSR Act; the Federal Trade Commission Act of 1914, as amended; the EU Merger Regulation, as amended; the merger control laws of EU Member States; the Anti-monopoly Law of China, as amended; the Act on Prohibition of Private Monopolization and Maintenance of Fair Trade of Japan, as amended; the Mexican Federal Antitrust Law (Ley Federal de Competencia Económica) as amended; and the applicable requirements of antitrust, competition or other similar Laws and judicial doctrines of jurisdictions other than the U.S., the European Union, the People's Republic of China, Mexico or Japan. "Assumed Employee Liabilities" means all Liabilities (a) arising out of, resulting from or relating to (i) the employment or termination of employment of the Transferred Employees after the Closing Date, (ii) the Business Benefit Plans, (iii) the obligations to Transferred Employees under the TK Holdings Inc. Supplemental Management Retirement Plan and the TK Holdings Inc. Executive Retirement Plan, (iv) retention payment obligations under the Key Employee Bonus Plan and (v) post-retirement health and welfare benefits with respect to Transferred Employees or (b) that are expressly assumed by the Plan Sponsor pursuant to Article VIII. "Avoidance Actions" means any and all claims and causes of action of Sellers pursuant to Chapter 5 of the Bankruptcy Code or similar state Law claims. "Backstop Agreement" means that certain Backstop Agreement, dated as of the date hereof, by and among Parent, KSS Holdings, the U.S. Debtors, TKJP, TK Europe, TKAG, Takata Sachsen and the Consenting OEMs, in the form attached hereto as Exhibit E. "Brazil Subsidiary Contribution Amount" means an amount equal to (i) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) %; minus (ii) the product of (x) the total amount estimated to fund the Post-Closing Reserve and the Warehousing Trust Reserve, other than those costs specifically related to warehousing, shipping and disposal of PSAN Inflators in leased warehouses, as set forth in the Legacy Cost Report and 4

14 Case BLS Doc Filed 11/03/17 Page 12 of 266 (y) % (in respect of TKBR and TSAC); minus (iii) the good faith estimate of TKBR's board of directors, as of December 15, 2017, of Taxes reasonably expected to be payable in Brazil relating to the Transaction; minus (iv) the Repaid Indebtedness of TKBR; minus (v) the Takata Americas Required Cash Amount. The Parties agree that the percentage set forth in the foregoing clause (i) shall be adjusted (to the extent necessary) as agreed by the Parties and the parties to each of the Cross-Conditioned Agreements to reflect the treatment of Intercompany Balances in accordance with Section 7.17 and the corresponding section of each Cross- Conditioned Agreement. "Break-Up Fee" means three percent (3.0%) of the Base Purchase Price. "Business Benefit Plan" means each Employee Benefit Plan that is solely sponsored or maintained by an Acquired Subsidiary. "Business Day" means any day, other than a Saturday, Sunday and any day which is a legal holiday under the laws of Mexico, Germany, Japan, China or the State of New York or is a day on which banking institutions located in Mexico, Germany, Japan, China or the State of New York are authorized or required by Law or other governmental action to close. "Business Resourcing Trigger Event" means any of the following occurs prior to the U.S. Closing with respect to Component Parts set forth on the confidential written schedules agreed between each of the Consenting OEMs and the Plan Sponsor and referred to in Section 3 of the Accommodation Agreement: one or more Consenting OEMs (A) engage in Permitted Resourcing (as defined in, as applicable, the Accommodation Agreement or the Japan Accommodation Agreement, each as in effect on the date hereof) or (B) reduce or cease orders for such Component Parts, in each case, because of (1) product, engineering, program, and model changes that renders the applicable Seller Entity's production of such Component Parts obsolete or (2) program or vehicle platform cancellations or modifications resulting from a major refresh or major redesign of the applicable program or the Component Part itself that renders the applicable Seller Entity's production of such Component Parts obsolete, and, in the aggregate, all such events described in clauses (A) and (B) above represent more than (i) $400 million of estimated aggregate business revenue of Takata, on a consolidated basis, over the lesser of the life of the applicable Purchase Orders or duration of the applicable program life, from and after March 1, 2018 or (ii) $100 million of the estimated annual business revenue of Takata, on a consolidated basis, for the fiscal year ended March 31, 2019, in each case, based on IHS Markit Ltd. volume estimates, and without taking into account any rollover or extension terms; provided, however, that the aggregate amounts calculated pursuant to clauses (i) and (ii) immediately above shall be net of newly awarded business from March 7, 2017 until the U.S. Closing based on estimated revenue using IHS Markit Ltd. volume estimates for the lesser of the life of the applicable contract or applicable program life (collectively, "New Revenue"). "Cash Allocation Share" means, with respect to Sellers, the sellers under the TKJP Purchase Agreement, the sellers under the TK Europe Purchase Agreement and the sellers under the TSAC Purchase Agreement (if applicable), the percentages set forth on Schedule K hereto. "Cash and Cash Equivalents" means all cash and cash equivalents, as determined in accordance with GAAP, including, for the avoidance of doubt, all checks, wires in transit and 5

15 Case BLS Doc Filed 11/03/17 Page 13 of 266 drafts that are dated prior to the Closing Date or were initiated or deposited for the account of any Seller Entity prior to the U.S. Closing that have not yet been received or cleared as of the U.S. Closing, provided that such checks, wires in transit or drafts actually clear, but excluding (a) all checks, wires in transit and drafts that are dated prior to the Closing Date or were issued by or against the account of any Seller Entity prior to the U.S. Closing that have not yet been received or cleared as of the U.S. Closing, (b) all cash and cash equivalents posted as a deposit with, or held by, any third party to secure performance of any obligations of any Seller Entity or otherwise, in excess of $3,000, in the aggregate and (c) any prepaid accounts or expenses or deferred revenue. "CFIUS" means the Committee on Foreign Investment in the United States. "CFIUS Clearance" means that: (i) the Plan Sponsor and Sellers shall have received written notice from CFIUS that review under Section 721 of the Defense Production Act of 1950 (50 U.S.C. 4565) as amended by the Foreign Investment and National Security Act of 2007 ("DPA") of the Transactions has concluded; and CFIUS shall have determined that there are no unresolved national security concerns with respect to the Transactions, and advised that action under said Section 721, and any investigation related thereto, has concluded with respect to such transaction; (ii) CFIUS has concluded that the Transactions are not covered transactions that are subject to review under the DPA; or (iii) CFIUS shall have sent a report to the President of the United States of America (the "President") requesting the President's decision on the CFIUS notice submitted by the Plan Sponsor and Sellers and either (A) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the Transactions shall have expired without any such action being threatened, announced or taken or (B) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the Global Transactions. "Code" means the Internal Revenue Code of 1986, as amended. "Component Parts" means component parts, Service Parts, assemblies, components and/or other Products. "Confidential Information" shall have the meaning ascribed to it in the Confidentiality Agreement. "Confirmation Hearing" means the hearing to be held by the Bankruptcy Court to consider confirmation of the Plan and approval of the Transactions, as such hearing may be adjourned or continued from time to time. "Confirmation Order" means an order of the Bankruptcy Court that is acceptable to Sellers and reasonably acceptable to the Plan Sponsor. "Consenting OEM Contract Manufacturer" means a third party (that is not itself a Consenting OEM) that (i) manufactures or assembles, or manufactured or assembled, automobiles for a Consenting OEM and (ii) is or was at any point in time previously a party to a Purchase Order with a Seller Entity for the manufacture or sale of Products that have been or will be incorporated into a Consenting OEM s automobiles. For clarity, any such third party shall be deemed to be a Consenting OEM Contract Manufacturer only with respect to the applicable 6

16 Case BLS Doc Filed 11/03/17 Page 14 of 266 Consenting OEM for which it manufactures or assembles, or manufactured or assembled, automobiles containing Products. "Consenting OEM PSAN Contract Manufacturer" means a third party (that is not itself a Consenting OEM) that (i) manufactures or assembles, or manufactured or assembled, automobiles for a Consenting OEM and (ii) is or was a party to a Purchase Order with a Seller Entity for the manufacture or sale of PSAN Inflators that are or were at any point in time previously incorporated into a Consenting OEM s automobiles. For clarity, any such third party shall be deemed to be a Consenting OEM PSAN Contract Manufacturer only with respect to the applicable Consenting OEM for which it manufactures or assembles, or manufactured or assembled, automobiles containing PSAN Inflators. "Consenting OEM PSAN Tier One" means, for any Consenting OEM, any Consenting OEM Tier One, including a Directed PSAN Tier One, solely to the extent that it sources or uses or at any point in time previously sourced or used PSAN Inflators from a Seller Entity that are or were supplied to, or incorporated into Component Parts of, such Consenting OEM. For clarity, any such supplier shall be deemed to be a Consenting OEM PSAN Tier One only with respect to the applicable Consenting OEM to which it supplies or supplied, or into whose Component Parts it incorporates or incorporated, PSAN Inflators from a Seller Entity. "Consenting OEM Tier One" means, for any Consenting OEM, a supplier, including a Directed Tier One, to such Consenting OEM solely to the extent that such supplier sources or uses or at any point in time previously sourced or used components, parts or assemblies from a Seller Entity that are, were or will be supplied to, or incorporated into, Component Parts of such Consenting OEM; provided that no Consenting OEM shall itself be a Consenting OEM Tier One. For clarity, any such supplier shall be deemed to be a Consenting OEM Tier One only with respect to the applicable Consenting OEM to which it supplies or supplied such components, parts or assemblies. "Contract" means any written contract, indenture, note, bond, Real Property Lease, license, purchase order (including standalone purchase orders not governed by general terms and conditions or master agreements) or other agreement. "Cure Claims" means, excluding the OEM Assumed Liabilities, amounts that must be paid and obligations that otherwise must be satisfied, pursuant to Sections 365(b)(1)(A) and (B) of the Bankruptcy Code, in connection with the assumption and assignment of the Purchased Contracts to be assumed and assigned to the Plan Sponsor pursuant to Section 2.7. For the avoidance of doubt, the Cure Claims for the OEM Assumed Contracts will be included in the OEM Assumed Liabilities. "Cure Claims Cap" means an amount equal to five million dollars ($5,000,000). "Debt Financing Source" means any lending institution or other entities that have committed to provide or otherwise entered into agreements to provide the Debt Financing, including the banks party to the Debt Commitment Letters and any joinder agreements or credit agreements (including the definitive agreements executed in connection with the Debt Commitment Letters) relating thereto and their respective successors and assigns. 7

17 Case BLS Doc Filed 11/03/17 Page 15 of 266 "Directed PSAN Tier One" shall have the meaning ascribed to it in the OEM Indemnity and Release Agreement, as in effect on the date hereof, with any changes to such definition agreed to by Sellers. "Directed Tier One" shall have the meaning ascribed to it in the OEM Indemnity and Release Agreement, as in effect on the date hereof, with any changes to such definition agreed to by Sellers. "DOJ Monitor" means the independent compliance monitor established pursuant to the January 13, 2017 Plea Agreement entered into between the DOJ and TKJP. "DOJ Restitution Claim" means the $850 million in restitution payable for the benefit of OEMs pursuant to paragraphs 1 and 2 of the DOJ Restitution Order. "DOJ Restitution Fund" means the $850 million fund to be created pursuant to paragraphs 1 and 2 of the DOJ Restitution Order. "DOJ Restitution Order" means the Restitution Order entered by the United States District Court for the Eastern District of Michigan on February 27, 2017 in the case captioned U.S. v. Takata Corporation, Case No. 16-cr (E.D. Mich.). "EAR" means the U.S. Export Administration Regulations. "Effective Date" means the Business Day on which all conditions to the consummation of the Plan have been either satisfied or waived and the day upon which the Plan is substantially consummated. "EMEA Appraisal Amount" shall be the value set forth in the appraisal report provided in connection with the TK Europe Purchase Agreement. "Employee Benefit Plan" means each (i) "employee benefit plan" within the meaning of Section 3(3) of ERISA, (ii) other benefit and compensation plan, Contract, policy, program, practice, arrangement or agreement, including pension, profit-sharing, savings, termination, executive compensation, phantom stock, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which any Seller Entity is an owner, a beneficiary or both), employee loan, educational assistance, fringe benefit, deferred compensation, retirement or post-retirement, severance, equity or equity-based, incentive and bonus plan, contract, policy, program, practice, arrangement or agreement and (iii) other employment, consulting or other individual agreement, plan, practice, policy, contract, program, and arrangement, in each case, (x) which is sponsored or maintained by any Seller Entity or any of their ERISA Affiliates in respect of any current or former employees, directors, independent contractors, consultants or leased employees of any Seller Entity or (y) with respect to which any Seller Entity has any actual or contingent Liability. "Employees" means all individuals as of the date hereof, whether or not actively at work as of the date hereof, who are employed by any Seller Entity, together with any individuals who 8

18 Case BLS Doc Filed 11/03/17 Page 16 of 266 are hired after the date hereof and prior to the U.S. Closing to the extent permitted by Section 7.2(b). "Environmental Claim" means any Legal Proceeding or Order (other than those Legal Proceedings or Orders relating to Products or PI/WD Claims) by any Person alleging Liability (including Liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys' fees, fines or penalties) arising out of, based on, resulting from or relating to: (i) the presence, Environmental Emission of or exposure to any Hazardous Materials; (ii) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law; or (iii) any other matters covered or regulated by, or for which liability is imposed under, Environmental Laws. "Environmental Emission" means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching into the environment, or into or out of any property. "Environmental Law" means any applicable Law, including common law, relating to pollution, the protection of the environment or natural resources or employee exposure to Hazardous Materials, including Laws relating to: (i) exposure to or Environmental Emission or threatened Environmental Emission of, Hazardous Materials; (ii) the generation, manufacture, processing, distribution, use, treatment, containment, disposal, storage, transport or handling of Hazardous Materials; or (iii) recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials; provided, that Environmental Laws shall not include Laws relating to Products or Product safety except, in each case, to the extent such Laws relate to Hazardous Materials. "Equipment Option" shall have the meaning ascribed to it in the Accommodation Agreement. "Equity Interest" means any capital stock or voting securities of, or other equity or equity-linked interests in (including phantom stock and obligations to issue or grant equity or equity-linked interests to any Person), or any interest convertible into or exchangeable or exercisable for, any capital stock or voting securities of, or other equity interest in, any Person. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Escrow Agreement" means that certain Escrow Agreement, dated as of the date hereof, by and among TK Holdings, TKJP, TK Europe, TKAG, Takata Sachsen, Parent, and the Escrow Agent. "Escrow Letter of Credit" means a letter of credit established to satisfy the Plan Sponsor's deposit obligations under this Agreement and the Escrow Agreement. "Estimated Total Non-Recoverable VAT Amount" means the aggregate amount of VAT expected to be due at or after the U.S. Closing, and expected not to be refundable, creditable or otherwise recoverable, as a result of the U.S. Closing and/or any pre-closing restructurings contemplated by this Agreement, without regard to which party has the legal liability therefor, as reasonably determined by the Plan Sponsor as of the Closing Date. 9

19 Case BLS Doc Filed 11/03/17 Page 17 of 266 "Estimated Total Recoverable VAT Amount" means the aggregate amount of VAT expected to be due at or after the Closings, and expected to be refundable, creditable or otherwise recoverable, as a result of the Closings and/or any pre-closing restructurings contemplated by this Agreement, the TSAC Purchase Agreement (if applicable), the TKJP Purchase Agreement, and/or, to the extent relating to the sale or transfer of Owned Properties, as defined in the TK Europe Purchase Agreement, from TKAG and Takata Sachsen to Lux Sarl, the TK Europe Purchase Agreement, without regard to which party has the legal liability therefor, as reasonably determined by the Plan Sponsor as of the Closing Date. "European Subsidiary Contribution Amount" means an amount equal to the sum of (i) the value of Takata Safety Systems Hungary Kft. and (ii) the value of TAKATA South Africa (Pty.) Ltd., in each case as set forth in the appraisal report provided in connection with the TK Europe Purchase Agreement. "Event of Default" shall have the meaning ascribed to it in the Accommodation Agreement. "Excess Cash" means an amount equal to Maximum Acquired Cash plus the amount of any Expenses for which the Plan Sponsor is entitled to be reimbursed upon consummation of the Global Transactions pursuant to Section 7.21 and the corresponding provisions of the Cross- Conditioned Agreements. "Excluded Employee Liabilities" means all Liabilities, other than Assumed Employee Liabilities, (i) arising out of, resulting from or relating to any current or former employee or service provider of any Seller, including any Liabilities arising out of, resulting from or relating to the PSAN Benefit Plans or (ii) that are expressly retained by any Seller pursuant to Article VIII. "Excluded Environmental Liabilities" means any Liability under any Environmental Law arising from or related to: (i) facts or conditions that could form the basis of any "claim" (as defined by Section 101(5) of the Bankruptcy Code) against any U.S. Debtor in the Bankruptcy Cases; (ii) arising from or related to any Excluded Asset; (iii) as related to Sellers, the presence of any Hazardous Materials at or related to any location other than the Owned Property and the real property subject to the Real Property Leases, prior to the U.S. Closing; (iv) as related to Sellers, any exposure to Hazardous Materials prior to the U.S. Closing; or (v) as related to Sellers, monetary fines and penalties arising from violations of any Environmental Law occurring prior to the U.S. Closing. "Expense Reimbursement" means the reimbursement of Expenses contemplated by Section 4.6(a), Section 4.6(b), Section 4.6(c), Section 4.6(d), Section 4.6(e) and Section "Final Order" means an Order of the Bankruptcy Court or any other court of competent jurisdiction (i) as to which the time to appeal shall have expired and as to which no appeal shall then be pending or (ii) if a timely appeal shall have been filed or sought, either (A) (1) no stay of the Order shall be in effect and (2) the appeal would not reasonably be expected to prevent or materially impede the consummation of the Transactions or have a material adverse effect on the discharge granted under the Plan, or the releases, injunctions, or exculpations granted under the 10

20 Case BLS Doc Filed 11/03/17 Page 18 of 266 Plan in favor of the Plan Sponsor, or (B) if such a stay shall have been granted, then (1) (x) the stay shall have been dissolved and (y) the appeal would not reasonably be expected to prevent or materially impede the consummation of the Transactions or have a material adverse effect on the discharge granted under the Plan, or the releases, injunctions, or exculpations granted under the Plan in favor of the Plan Sponsor, or (2) a final Order of the district court or circuit court having jurisdiction to hear such appeal shall have affirmed the Order and the time allowed to appeal from such affirmance or to seek review or rehearing (other than a motion pursuant to Rule 60(b) of the Federal Rules of Civil Procedure) thereof shall have expired; provided, however, that no Order shall fail to be a "Final Order" solely because of the possibility that a motion pursuant to sections 502(j) or 1144 of the Bankruptcy Code or under Rule 60 of the Federal Rules of Civil Procedure or Rule 9024 of the Federal Rules of Bankruptcy Procedure may be filed with respect to such Order. "Fundamental Representations" means the representations and warranties contained in Section 5.1 (Organization and Good Standing), Sections 5.2(a) and (b) (Acquired Subsidiaries; Ownership of Equity Interests), Section 5.3 (Authorization of Agreement), Section 5.10(a) (Real Property), Section 5.25 (Financial Advisors), and Section 5.28 (Acquired Subsidiary Indebtedness). "GAAP" means U.S. generally accepted accounting principles, consistently applied; provided, that to the extent a calculation of any amount is required to be done in the aggregate for entities pursuant to this Agreement and the Cross-Conditioned Agreements (including the calculation of Acquired Cash, Excess Cash, Maximum Acquired Cash and Required Cash), GAAP for such purposes shall mean Japan generally accepted accounting principles, in each case, consistently applied. "Global Base Purchase Price" means $1,588,000,000 (such amount representing the sum of (x) the Base Purchase Price plus (y) the sums of the Base Purchase Price under (and as defined in) each Cross Conditioned Agreement). "Global Transactions" means the transactions contemplated by this Agreement, the Plan, the RSA, the TKJP Purchase Agreement, the Japan RSA (as defined in the TKJP Purchase Agreement), the Section 42 Business Transfer (as defined in the Japan RSA), the TK Europe Purchase Agreement and the TSAC Purchase Agreement (if applicable). "Governmental Authority" means any federal, state, local or foreign government or governmental or regulatory authority, agency, board, bureau, commission, court, department or other governmental entity. "Group Subsidiary Contribution Amount" means an amount equal to the sum of (i) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of Takata-TOA Co., Ltd.), plus (ii) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of Takata Korea Co., Ltd.), plus (iii) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of Takata Automotive Safety Systems (M) Sdn. Bhd.), plus (iv) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of Takata India Private Limited), 11

21 Case BLS Doc Filed 11/03/17 Page 19 of 266 plus (v) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of Takata Rus LLC), plus (vi) the product of (x) the Global Base Purchase Price minus the Aggregate Appraisal Amount and (y) % (in respect of PT. Takata Automotive Safety Systems Indonesia). The Parties agree that the percentages set forth in each of the foregoing clauses (i) through (vi) shall be adjusted (to the extent necessary), as agreed by the Parties and the parties to each of the Cross-Conditioned Agreements to reflect the treatment of Intercompany Balances in accordance with Section 7.17 and the corresponding section of each Cross-Conditioned Agreement. "Hazardous Material" means any material, substance or waste that: (i) is defined, classified or otherwise characterized as "hazardous," "toxic" or "radioactive" or as a "pollutant" or "contaminant," or words of similar meaning or effect, under any Environmental Law or (ii) can form the basis of Liability under any Environmental Law, including asbestos, pesticides, polychlorinated biphenyls or petroleum and petroleum derivatives. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Indebtedness" of any Person means, without duplication: (i) all obligations of such Person, including the principal and accrued interest of and premium, prepayment penalties, make-whole payments or breakage fees and related costs and expenses associated with the repayment of (if any) in respect of, (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current Liabilities arising in the Ordinary Course of Business); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction; (v) all obligations of the type referred to in clauses (i) through (iv) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; (vi) any liability under currency exchange, commodities or other hedging transactions or arrangements; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person). "Independent Member" shall have the meaning ascribed to it in the Plan. "Intellectual Property" means all rights, title and interest in and to all intellectual property and industrial property of any kind or nature, anywhere throughout the world, including the following: (i) patents, patent applications and patent rights, including any such rights granted upon any reissue, reexamination, division, extension, provisional, continuation or continuationin-part applications ("Patents"); (ii) trademarks, service marks, trade names, service names, brand names, logos and trade dress rights, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, whether or not registered (collectively, "Marks"); (iii) Internet domain names and social media handles and identifiers 12