BY AND AMONGPurchase Agreement • September 18th, 2006 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum) • New York
EXHIBIT 2 INSTRUMENT OF ACCESSION TO THE SHAREHOLDERS AGREEMENT OF VALEPAR S.A.Shareholders Agreement • September 12th, 2003 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum)
Mitsui & Co., Ltd. ("Mitsui"), a company organized under the laws of Japan, with headquarters in 2-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo, Japan,
JOINT FILING AGREEMENTJoint Filing Agreement • September 18th, 2006 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum)
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of United Auto Group, Inc. and further agree to the filing of this Joint Filing Agreement as an exhibit thereto.
DEPOSIT AGREEMENTDeposit Agreement • September 27th, 2002 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum) • New York
BY AND AMONGStockholders Agreement • September 18th, 2006 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum) • New York
ANDDeposit Agreement • December 9th, 2005 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum) • New York
and CITIBANK, N.A., as Depositary andDeposit Agreement • December 9th, 2005 • Mitsui & Co LTD • Wholesale-metals & minerals (no petroleum) • New York
EXHIBIT 16 [MITSUI LETTERHEAD] September 14, 2006 Penske Corporation 2555 Telegraph Road Bloomfield Hills Michigan 48302-0954 Attention: General Counsel RE: Purchase Agreement, dated February 16, 2004, among Mitsui & Co., Ltd. ("Mitsui Japan"), Mitsui...Mitsui & Co LTD • September 18th, 2006 • Wholesale-metals & minerals (no petroleum)
PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE HOLDINGS CORP. dated as of October 20, 2017Purchase Agreement • October 23rd, 2017 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of October 20, 2017 is by and among MITSUI & CO., LTD., a Japanese company (“Mitsui Japan”), MITSUI & CO. (U.S.A.), INC., a New York corporation (“Mitsui USA” and, together with Mitsui Japan, each individually, a “Seller”, and together, the “Sellers”) and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the “Purchaser”). Capitalized terms used in this Agreement are defined in Section 6.1.
EXHIBIT 17 [MITSUI LETTERHEAD] September 14, 2006 Penske Corporation 2555 Telegraph Road Bloomfield Hills Michigan 48302-0954 Attention: General Counsel RE: Stockholders Agreement, dated March 26, 2004, among International Motor Cars Group I, L.L.C.,...Mitsui & Co LTD • September 18th, 2006 • Wholesale-metals & minerals (no petroleum)
SHANE M. SPRADLIN Executive Vice President General Counsel and Secretary February 28, 2019 BY EMAIL Mitsui & Co. (U.S.A), Inc. (“Mitsui”)Mitsui & Co LTD • March 1st, 2019 • Wholesale-petroleum & petroleum products (no bulk stations)
EXHIBIT 15 [MITSUI LETTERHEAD] September 14, 2006 Penske Corporation 2555 Telegraph Road Bloomfield Hills Michigan 48302-0954 Attention: General Counsel RE: Acknowledgement with regard to the proposed Purchase Agreements, dated as of September 14,...Mitsui & Co LTD • September 18th, 2006 • Wholesale-metals & minerals (no petroleum)
Exhibit 4.1 Corporate Separation Contract Mitsui & Co., Ltd. (hereinafter "Mitsui") and Sumisho Building Materials Co., Ltd. (hereinafter "Sumiken") contract as follows in relation to separation of Mitsui's building materials sales business...Mitsui & Co LTD • September 27th, 2002 • Wholesale-metals & minerals (no petroleum)
MITSUI & CO., LTD. (Mitsui Bussan Kabushiki Kaisha) AND CITIBANK, N.A., As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS AND EUROPEAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of October 1, 1982Deposit Agreement • July 17th, 2009 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AMENDMENT NO. 1 TO DEPOSIT AGREEMENT, is made as of January 4, 2006 (the “2006 Amendment”), by and among Mitsui & Co., Ltd. (Mitsui Bussan Kabushiki Kaisha), a corporation incorporated and existing under the laws of Japan (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America and acting solely as depositary (the “Depositary”), and all holders from time to time of American Depositary Receipts and European Depositary Receipts issued under the Deposit Agreement.
Re: Amendment of PAG Stockholders AgreementPag Stockholders Agreement • October 23rd, 2017 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Reference is made to the Stockholders Agreement, dated as of July 30, 2013 (the “PAG Stockholders Agreement”), by and among Mitsui & Co., Ltd., a Japanese company (“Mitsui Japan”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui USA”, and together with Mitsui Japan, “Mitsui”), Penske Corporation, a Delaware corporation (“Penske Corporation”) and Penske Automotive Holdings Corp., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).
EXHIBIT 14 [Penske Corporation Letterhead] September 14, 2006 Mitsui & Co., Ltd. Mitsui & Co. (U.S.A.), Inc. First Motor Vehicles Div. Detroit Office 2-1, Ohtemachi 1-chome, Chiyoda-ku 1000 Town Center, Suite 1900 Tokyo, Japan Southfield, MI 48075...Mitsui & Co LTD • September 18th, 2006 • Wholesale-metals & minerals (no petroleum)
FORM OF LOCK-UP LETTER AGREEMENT February , 2010Letter Agreement • February 5th, 2010 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations)
The undersigned, a stockholder of Penske Automotive Group, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and J.P. Morgan Securities Inc. (“J.P. Morgan”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company and the Selling Shareholders named in the Purchase Agreement providing for the public offering (the “Offering”) of shares (the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 90 days from the date of the Purchase Agreement (the “Lock-Up Period”), the undersigned will not, without the prior w
JOINT FILING AGREEMENTJoint Filing Agreement • August 24th, 2017 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations)
THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 14th day of August 2017, by and among BNDES Participações S.A. — BNDESPAR (“BNDESPAR”), Banco Nacional de Desenvolvimento Econômico e Social — BNDES (“BNDES”), Bradespar S.A. (“Bradespar”), Litel Participações S.A. (“Litel”) and Mitsui & Co Ltd. (“Mitsui”).
Penske Corporation Penske Automotive Holdings Corp. c/o Penske Corporation Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2511 Re: Second Amendment of PAG Stockholders Agreement Ladies and Gentlemen:Pag Stockholders Agreement • March 27th, 2018 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
Reference is made to the Stockholders Agreement, dated as of July 30, 2013 (the “PAG Stockholders Agreement”), by and among Mitsui & Co., Ltd., a Japanese company (“Mitsui Japan”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui USA”, and together with Mitsui Japan, “Mitsui”), Penske Corporation, a Delaware corporation (“Penske Corporation”) and Penske Automotive Holdings Corp., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”), as amended by that Letter Agreement, dated October 20, 2017, by and among Mitsui and Penske.
STOCKHOLDERS AGREEMENT BY AND AMONG MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., PENSKE CORPORATION, AND PENSKE AUTOMOTIVE HOLDINGS CORP. Dated as of July 30, 2013Stockholders Agreement • July 30th, 2013 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
THIS STOCKHOLDERS AGREEMENT (the “Agreement”) dated as of July 30, 2013 is by and among MITSUI & CO., LTD., a Japanese company (“Mitsui Japan”), MITSUI & CO. (U.S.A.), INC., a New York corporation (“Mitsui USA” and together with Mitsui Japan, “Mitsui”), PENSKE CORPORATION, a Delaware corporation (“Penske Corporation”), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”).
PURCHASE AGREEMENT by and among MITSUI & CO., LTD., MITSUI & CO. (U.S.A.), INC., and PENSKE AUTOMOTIVE GROUP, INC. dated as of March 27, 2018Purchase Agreement • March 27th, 2018 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This PURCHASE AGREEMENT (the “Agreement”) dated as of March 27, 2018 is by and among MITSUI & CO., LTD., a Japanese company (“Mitsui Japan”), MITSUI & CO. (U.S.A.), INC., a New York corporation (“Mitsui USA” and, together with Mitsui Japan, each individually, a “Seller”, and together, the “Sellers”) and PENSKE AUTOMOTIVE GROUP, INC., a Delaware corporation (the “Purchaser” or the “Company”, as applicable). Capitalized terms used in this Agreement are defined in Section 6.1.
FRAMEWORK AGREEMENTFramework Agreement • November 18th, 2022 • Mitsui & Co LTD • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Framework Agreement (this “Agreement”), dated as of October 19, 2022, at 6:00 p.m. (Montréal time), is entered into by and among the Parties (as defined below).
