0001193125-20-263943 Sample Contracts

Lithia Motors, Inc. Class A Common Stock (no par value) Underwriting Agreement
Underwriting Agreement • October 5th, 2020 • Lithia Motors Inc • Retail-auto dealers & gasoline stations • New York

Lithia Motors, Inc., an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,181,819 shares (the “Securities”) (the “Firm Securities”) and, at the election of the Underwriters, up to 477,272 additional shares (the “Optional Securities”) of Class A Common Stock, no par value per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

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October 5, 2020 Lithia Motors, Inc.
Lithia Motors Inc • October 5th, 2020 • Retail-auto dealers & gasoline stations
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