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:Stockholders Agreement • March 27th, 2018 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
Contract Type FiledMarch 27th, 2018 Company Industry JurisdictionReference 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.
Penske Corporation Penske Automotive Holdings Corp. c/o Penske Corporation Bloomfield Hills, Michigan 48302 Attention: General Counsel Telecopy: (248) 648-2511 Re: Amendment of PAG Stockholders Agreement Ladies and Gentlemen:Stockholders Agreement • October 23rd, 2017 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
Contract Type FiledOctober 23rd, 2017 Company Industry JurisdictionReference 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”).
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 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
Contract Type FiledOctober 23rd, 2017 Company Industry JurisdictionThis 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.
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 • Penske Roger S • Retail-auto dealers & gasoline stations • New York
Contract Type FiledJuly 30th, 2013 Company Industry JurisdictionTHIS 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”).