THIRD RESTATED CERTIFICATE OF INCORPORATION
UNITED AUTO GROUP, INC.
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The name of the corporation is: United Auto Group, Inc. (the "Corporation").
REGISTERED OFFICE AND AGENT
The address of the Corporation's registered office in the State of Delaware is 1013 Centre Road, in the City of
Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The
Prentice-Hall Corporation System, Inc.
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of the State of
Delaware (the "DGCL").
The total number of shares of capital stock which the Corporation shall have the authority to issue is 61,225,000,
(i) 40,000,000 shares of Voting Common Stock, par value $0.0001 per share (the "VOTING COMMON
STOCK"); (ii) 1,125,000 shares of Non-voting Common Stock, par value $0.0001 per share (the "NON-
VOTING COMMON STOCK"); (iii) 20,000,000 shares of Class C Common Stock, par value $0.0001 per
share (the "CLASS C COMMON STOCK" and, collectively with the Voting Common Stock, and the Non-
voting Common Stock, the "COMMON STOCK"); and (iv) 100,000 shares of Preferred Stock, par value
$0.0001 per share.
All shares of Common Stock issued and outstanding shall be identical and shall entitle the holders thereof to the
same rights and privileges, except as otherwise provided in this Article IV. Holders of shares of Common Stock
shall not have preemptive or other rights to subscribe for additional shares of Common Stock or for any other
securities of the Corporation.
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the
Corporation (the "Board") is expressly authorized at any time, and from time to time, to provide for the issuance
of shares of Preferr