0001193125-13-340365 Sample Contracts

FIM Holdings LLC c/o Cerberus Capital Management, L.P.
Governance Agreement • August 20th, 2013 • Ally Financial Inc. • Finance lessors • Delaware

The purpose of this letter agreement is to set forth certain understandings and agreements between Ally Financial Inc. (“Ally”) and FIM Holdings LLC (“FIM”), relating to the Amended and Restated Governance Agreement, dated May 21, 2009 (the “Governance Agreement”) made by and among Ally, FIM, the United States Department of the Treasury (“Treasury”) and the other parties thereto.

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AGREEMENT IN RESPECT OF SECURITIES REPURCHASE AND SHARE ADJUSTMENT PROVISION by and between THE UNITED STATES DEPARTMENT OF THE TREASURY and ALLY FINANCIAL INC. Dated as of August 19, 2013
Agreement in Respect of Securities • August 20th, 2013 • Ally Financial Inc. • Finance lessors • Delaware

THIS AGREEMENT IN RESPECT OF SECURITIES REPURCHASE AND SHARE ADJUSTMENT PROVISION (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is dated as of August 19, 2013, by and between the United States Department of the Treasury (the “Stockholder”) and Ally Financial Inc. (the “Company”), a Delaware corporation.

INVESTMENT AGREEMENT dated August 19, 2013 between ALLY FINANCIAL INC. and [INVESTOR]
Investment Agreement • August 20th, 2013 • Ally Financial Inc. • Finance lessors • New York

INVESTMENT AGREEMENT, dated August 19, 2013 (as amended, modified or supplemented from time to time, this “Agreement”), between Ally Financial Inc., a Delaware corporation (the “Company”), and [Investor], a [•] (the “Investor”).

STOCKHOLDERS AGREEMENT among ALLY FINANCIAL INC., FIM Holdings LLC, and UNITED STATES DEPARTMENT OF THE TREASURY Dated as of August 19, 2013
Stockholders Agreement • August 20th, 2013 • Ally Financial Inc. • Finance lessors • Delaware

This STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of August 19, 2013 between Ally Financial Inc., a Delaware corporation (the “Company”), FIM Holdings LLC, a Delaware limited liability company (“FIM”) and the United States Department of the Treasury (“Treasury”).

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