0001193125-12-335058 Sample Contracts

AMENDED AND RESTATED RIGHTS AGREEMENT
Amended and Restated Rights Agreement • August 3rd, 2012 • Penske Automotive Group, Inc. • Retail-auto dealers & gasoline stations • Michigan

This AMENDED AND RESTATED RIGHTS AGREEMENT (the “Agreement”) dated as of June 4, 2012 is by and between Penske Automotive Group, Inc., a Delaware corporation (“PAG”) and Penske Truck Leasing Corporation, a Delaware corporation (“PTLC”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Partnership Agreement.

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