Agreement dated December 12, 2018 between us and Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc

1.

Right of Mitsui to Designate an Officer of PAG.  For as long as Mitsui’s collective beneficial ownership, as defined in Rule 13d-3 promulgated under the Securities Exchange of 1934, as amended (“Beneficial Ownership”), remains at or above 10% of the voting common stock, par value $0.0001 per share, of PAG, including any securities issued with respect to such shares by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, amalgamation, merger, consolidation or other reorganization or otherwise (the “Common Stock”), PAG hereby agrees that Mitsui shall have the right to designate one (1) person as Senior Vice President or any other position having authority at least the same as a Senior Vice President or equivalent position of PAG or as otherwise mutually agreed (the “Officer Designation Arrangement”).  The officer designated by Mitsui may also be a director of PAG. 

2.

Compensation.  The officer designated by Mitsui shall receive compensation and benefits from PAG no less favorable in the aggregate than those received by other Senior Vice Presidents of PAG or as otherwise mutually agreed.

3.

Observer.  For as long as Mitsui’s collective Beneficial Ownership remains at or above 2.5% of the Common Stock, in the event a representative of Mitsui is not a member of the Board of Directors of PAG, Mitsui shall have the right to a non-voting observer (the “Mitsui Observer”) at all meetings of the Board of the Directors of PAG.  The Mitsui Observer shall be entitled to receive all materials and information distributed to Directors of PAG and shall have access to PAG’s management and records as if such Mitsui Observer were a Director.

4.

Governing Law.  THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

5.

Counterparts; Execution and Delivery.  This Letter Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Letter Agreement by email, facsimile or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Letter Agreement.  This Letter Agreement shall be effective as of the date hereof.