0001019849-24-000033 Sample Contracts

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • February 16th, 2024 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware

This Restricted Stock Agreement (the “Agreement”) is dated as of _______________, 20___ and is entered into between Penske Automotive Group, Inc., a Delaware corporation (the “Company”), and _________________ (the “Participant”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • February 16th, 2024 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Delaware

THIS STOCK PURCHASE AGREEMENT (“Agreement") is dated December 22, 2023 (“Effective Date”) by and among Penske Investments Limited Partnership, a Nevada partnership (“Seller”) and Penske Automotive Group, Inc., or its affiliate assignee or assignees (collectively referred to as “Buyer”). Buyer and Seller may be individually referred to as a “Party” or collectively referred to as the “Parties”.

TENTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 16th, 2024 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • New York

Tenth Supplemental Indenture (this “Supplemental Indenture”), dated as of February 15, 2024, among Penske Automotive Group, Inc., a Delaware corporation (the “Company”), the guarantors set forth on the signature page hereto (each a “Guarantor”, and collectively, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture (as defined below).

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