REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into this 31st day of
May, 1997, by and among United Auto Group, Inc., a Delaware corporation (the "Company") and Gene Reed,
Jr., Michael L. Reed, Michael G. Lallier, Deborah B. Lallier, John P. Jones, Charles J. Bradshaw, Charles J.
Bradshaw, Jr., Julia D. Bradshaw and William B. Bradshaw (collectively, the "Stockholders").
IN CONSIDERATION of the mutual promises and covenants set forth herein, and intending to be legally bound,
the parties hereto hereby agree as follows:
1. RESTRICTIONS ON TRANSFERABILITY OF SECURITIES; REGISTRATION RIGHTS
1.1. CERTAIN DEFINITIONS. The following terms shall have the meanings set forth below:
(a) "Holder" shall mean the Stockholders and any holder of Registrable Securities to whom the rights conferred
by this Agreement have been transferred in compliance with Section 1.2 hereof.
(b) "Other Stockholders" shall mean persons who, by virtue of agreements with the Company other than this
Agreement, are entitled to include their securities in certain registrations hereunder.
(c) "Prior Holder" shall mean any person or entity who has previously been granted rights pursuant to an
agreement with the Company (the "Prior Registration Rights Agreements") to have shares of UAG Stock (as
defined below) registered under the Securities Act of 1933, as amended (the "Securities Act").
(d) "Registrable Securities" shall mean shares of the Company's common stock, $.0001 par value per share (the
"UAG Stock") issued to the Stockholders pursuant to that certain Stock Purchase Agreement dated April 12,
1997, between UAG, Gene Reed Chevrolet, Inc., Michael Chevrolet-Oldsmobile, Inc., Reed-Lallier Chevrolet,
Inc., and the Stockholders (the "Stock Purchase Agreement"), provided that Registrable Securities shall not
include any shares of UAG Stock which have previously been registered or which have been sold to the public or
which have been sold in a private transaction in whi