0001299933-13-000425 Sample Contracts

STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 5th, 2013 • Group 1 Automotive Inc • Retail-auto dealers & gasoline stations • Delaware

STOCKHOLDERS AGREEMENT, dated as of February 28, 2013, among GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the “Company”), and LINCOLN DA CUNHA PEREIRA FILHO (“Pereira”), MAURICIO VAZ RODRIGUES, JOÃO ALBERTO GROSS FIGUEIRÓ (each of the foregoing a “UAB Motors Management Stockholder” and, collectively, the “UAB Motors Management Stockholders”), ANDRÉ RIBEIRO DA CUNHA PEREIRA and RSPJR ENTERPRISES, INC. (the foregoing, together with UAB Motors Management Stockholders, the “Stockholders”).

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