CTR059318 074. Project Guardian - OEM Notice of Closing - Toyota.pdf

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Attached to
Master Agreement AZ|CTR070729
Contract number
CTR070729
Issued by
Arizona

About this file

This document is a Notice of Closing dated December 17, 2021, between Asbury Automotive Group, L.L.C. (a Delaware limited liability company) and LHM Auto Ultimate Holdings, LLC (a Utah limited liability company). The notice relates to a Purchase Agreement originally dated September 28, 2021, and documents the closing of transactions involving multiple Toyota and Lexus dealerships across several states, including locations in Albuquerque, Boulder, Corona, Murray, Lindon, Colorado Springs, Peoria, and Spokane.

The closing involves the transfer of 13 specific dealership entities, each with a corresponding Doing Business As (DBA) name, such as Larry H. Miller American Toyota Albuquerque and Larry H. Miller Lexus Spokane. The document confirms the receipt of the First Closing Payment and acknowledges the consummation of the transactions contemplated in the original Purchase Agreement. The notice is signed by the President & Chief Executive Officer of Asbury Automotive Group and the President of LHM Auto Ultimate Holdings, representing the completion of the dealership acquisition process.

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NOTICE OF CLOSING

THIS NOTICE OF CLOSING (this “Notice of Closing”) is made as of December 17, 2021, by and between Asbury Automotive Group, L.L.C., a Delaware limited liability company (“Buyer”) and LHM Auto Ultimate Holdings, LLC, a Utah limited liability company (“Seller”).

WITNESSETH:

Reference is made to the Purchase Agreement dated as of September 28, 2021 (the “Purchase Agreement”), by and among Buyer, Seller, and the other parties thereto. Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement.

As of the date of this Notice of Closing, the Seller hereby acknowledges receipt of the First Closing Payment and the parties to the Purchase Agreement hereby acknowledge that the transactions contemplated by the Purchase Agreement have been consummated and closed insofar as the following Toyota dealerships:

Dealership DBA Dealership Entity Larry H. Miller American Toyota Albuquerque LHM AMT LLC Larry H. Miller Toyota Albuquerque LHM ATO, LLC Larry H. Miller Toyota Boulder LHM BTO, LLC Larry H. Miller Toyota Corona LHM CTO, LLC Larry H. Miller Lexus Murray Larry H. Miller Lexus of Lindon

LHM LEX, LLC

Larry H. Miller Liberty Toyota Colorado Springs LHM LIT, LLC Larry H. Miller Toyota Murray LHM MUR, LLC Larry H. Miller Toyota Peoria LHM PNX, LLC Larry H. Miller Lexus Spokane LHM SSLE, LLC Larry H. Miller Downtown Toyota Spokane LHM - Spokane, LLC Larry H. Miller Toyota Colorado Springs LHM TCS, LLC Larry H. Miller Toyota Lemon Grove LHM TSD, LLC

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