0000895345-98-000287 Sample Contracts

ARTICLE I
Stockholder Agreement • May 8th, 1998 • Tracinda Corp • Delaware
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Standstill Agreement -------------------- Reference is made to the Standstill Agreement (the "Agreement"), dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Delaware corporation. This will...
Standstill Agreement • May 8th, 1998 • Tracinda Corp

This will confirm that, upon consummation of the business combination contemplated by the Business Combination Agreement (the "BCA") among Daimler-Benz Aktiengesellschaft, Chrysler and Oppenheim Aktiengesellschaft ("Newco AG"), dated as of May 7, 1998, Newco AG will constitute a successor to Chrysler under the Agreement. After the business combination, your registration rights under section 3(b) of the Agreement will require that you own at least 2% of the Voting Securities instead of 5% and that the minimum amount to be registered pursuant to section 3(b)(i) would be 1% instead of 3%. In addition, your board representation under the Agreement shall be that Mr. Aljian will serve on the Integration Committee of Newco AG so long as you are entitled to have a director nominated under the Agreement and Mr. Aljian is able to serve.

Standstill Agreement
Standstill Agreement • May 8th, 1998 • Tracinda Corp

Reference is made to the Standstill Agreement, dated February 8, 1996, among Chrysler Corporation ("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Nevada corporation (together with Mr. Kerkorian, "Tracinda"), as amended by the letter agreement of even date herewith between Chrysler and Tracinda (as so amended, the "Agreement").

May 7, 1998 Kirk Kerkorian Tracinda Corporation 4835 Koval Lane Las Vegas, Nevada 89109 Incidental Registration Rights ------------------------------ Reference is made to the Standstill Agreement (the "Agreement"), dated February 8, 1996, among...
Incidental Registration Rights • May 8th, 1998 • Tracinda Corp

Reference is made to the Standstill Agreement (the "Agreement"), dated February 8, 1996, among Chrysler Corporation, a Delaware corporation ("Chrysler"), Kirk Kerkorian and Tracinda Corporation, a Nevada corporation ("Tracinda"). All capitalized terms used herein without definition shall have the respective meanings specified therefor in the Agreement.

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