0000950137-07-009768 Sample Contracts

LEAR CORPORATION REGISTRATION RIGHTS AGREEMENT
Lear Corporation Registration Rights Agreement • July 9th, 2007 • Lear Corp • Public bldg & related furniture • New York

provided however, that if the Company is not so pursuing its obligations under this Agreement in good faith, AREP shall be entitled to claim damages in addition to the fees owed under these sections.

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AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT
The Stock Purchase Agreement • July 9th, 2007 • Lear Corp • Public bldg & related furniture • New York

This Amendment No. 1 (the “Amendment”), dated as of July 9, 2007, to the Stock Purchase Agreement, dated as of October 17, 2006 (the “Agreement”), is among Lear Corporation, a Delaware corporation (the “Company”), and those other parties named on the signature page hereto (collectively, the “Buyers” or individually, a “Buyer”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • July 9th, 2007 • Lear Corp • Public bldg & related furniture • Delaware

This Amendment No. 1 (the “Amendment”), dated as of July 9, 2007, to the Agreement and Plan of Merger, dated as of February 9, 2007 (the “Agreement”), by and among AREP Car Holdings Corp., a Delaware corporation (“Parent”), AREP Car Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Lear Corporation, a Delaware corporation (the “Company”).

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