AMENDMENT TO THE SHARE PURCHASE AGREEMENT by and among GROUP 1AUTOMOTIVE, INC. and GROUP 1 AUTOMOTIVE DO BRASIL S.A. and THE SHAREHOLDERS OF UAB MOTORS PARTICIPAES S.A. named herein and UAB MOTORS PARTICIPAES S.A., as Intervening and Consenting Party Dated as of February 27, 2013

February 27, 2013 (this "Amendment"), is entered into by and among,

(a)LINCOLN DA CUNHA PEREIRA FILHO, Brazilian, legally separated, enrolled with the Brazilian Taxpayers' Registry (CPF/MF) under No. 051.166.888-01, resident and domiciled at Rua Jabuticabeiras, No. 775, Cidade Jardim, CEP 05674-011, in the City of São Paulo, State of São Paulo, Brazil ("Lincoln Pereira");

(b)JOÃO ALBERTO GROSS FIGUEIRÓ, Brazilian, married, enrolled with the Brazilian Taxpayers' Registry (CPF/MF) under No. 584.339.106-04, resident and domiciled at Rua Afonso Braz, No. 251, Apto. 161, Vila Nova Conceição, CEP 04511-010, in the City of São Paulo, State of São Paulo, Brazil ("João Figueiró");

(c)ANDRÉ RIBEIRO DA CUNHA PEREIRA, Brazilian, married, enrolled with the Brazilian Taxpayers' Registry (CPF/MF) under No. 134.524.168-28, resident and domiciled at Rua Santa Judite, No. 255, Cidade Jardim, CEP 05603-020, in the City of São Paulo, State of São Paulo, Brazil ("André Ribeiro");

(d)MAURICIO VAZ RODRIGUES, Brazilian, legally separated, enrolled with the Brazilian Taxpayers' Registry (CPF/MF) under No. 040.099.358-98, resident and domiciled at Rua Leopoldo Couto Magalhães Junior, No. 1.337, Apto. 181, Itaim Bibi, CEP 04542-012, in the City of São Paulo, São Paulo, Brazil ("Mauricio Vaz"); and

(e)RSPJR ENTERPRISES, INC., a corporation duly organized under the Laws of the State of Delaware, with its representative office at Corporation Trust Center, 1209 Orange Street in Wilmington, registered with the Brazilian Federal Taxpayers' Registry (CNPJ/MF) under No. 05.713.088/0001-02, herein represented by its duly authorized undersigned legal representative ("RSPJR");

(each a "Shareholder" and, collectively, the "Shareholders");

800 Gessner Road, Suite 500, herein represented by its duly authorized undersigned legal representative (the "Group 1 USA");

(f) GROUP 1 AUTOMOTIVE DO BRASIL S.A., a sociedade anônima duly organized and existing under the Laws of Brazil, with its principal place of business in the City of São Paulo, State of São Paulo, Brazil, at Avenida Bernardino de Campos, n° 98, 3° andar, sala 28, Bairro Paraiso, CEP 04004-040, in the City of São Paulo, State of São Paulo, Brazil, registered with the Brazilian Federal Taxpayers' Registry (CNPJ/MF) under No. 17.020.532/0001-93, herein represented by its duly authorized undersigned legal representative (the "Group 1 Brasil")

(each a "Purchaser" and, collectively, the "Purchasers");

(the Shareholders and the Purchaser are collectively referred to herein as the "Parties", and each of them, individually referred to herein as a "Party");

(g) UAB MOTORS PARTICIPAÇÕES S.A., a sociedade anônima duly organized and existing under the Laws of Brazil, with its principal place of business in the City of São Paulo, State of São Paulo, Brazil, at Rua do Rócio, No. 291, 4° andar, conjunto 41, Vila Olimpia, CEP: 04552- 000, registered with the Brazilian Federal Taxpayers' Registry (CNPJ/MF) under No. 03.378.170/0001-00, herein represented by its duly authorized undersigned legal representatives (the "Company").

WHEREAS, on January 24, 2013 the Parties entered into a Share Purchase Agreement, under which, among other provisions, subject to the terms and conditions thereto, the Shareholders undertook to sell and Purchaser undertook to purchase from the Shareholders the Shares owned by the Shareholders (the "Agreement");

WHEREAS, pursuant to Section 2.2 of the Agreement, the Closing Date Cash Purchase Price shall be paid on the Closing Date; and

WHEREAS, the Parties desire to amend the Agreement to, among other things, set forth that the payment of the Closing Date Cash Purchase Price shall take place on the Business Day immediately after the Closing Date, and make certain other amendments to the terms of the Agreement as set forth herein;

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NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree to execute this Amendment to the Share Purchase Agreement ("Amendment") under the following terms and conditions:

1.Defined Terms. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

2.Amendment to Sections 2.2(a), 2.2(c), 2.6, 2.7 and 2.8 of the Agreement. The Parties hereto agree that the Closing Date Cash Purchase Price shall be paid by Purchaser to Shareholders on March 1'\ 2013 (except for the portion of the Closing Date Cash Purchase Price to be paid to RSPJR, which shall occur on the Closing Date). For the sake of clarity, the Closing Adjustment Cash and the Escrow Cash shall be deposited with the Escrow Agent on the Closing Date. Accordingly, the Parties agree to amend Section 2.2(a), 2.2(c) and Section 2.8 of the Agreement in their entirety, and the relevant portions of Section 2.6 and Section 2.7 of the Agreement, to read as follows:

"2.2 (c) Payment of Closing Date Cash Purchase Price. On March 1st, 2013 the Purchaser shall pay the Closing Date Cash Purchase Price in Reais by wire transfer of immediately available funds, which shall be allocated among the Shareholders in accordance with their Pro Rata Cash Percentage as set forth on Exhibit B hereto and deposited into accounts in Brazil designated in writing by the Shareholders not less than three (3) Business Days prior to the Closing Date (except for RSPJR, who shall designate an account outside of Brazil and whose portion of the Closing Date Cash Purchase Price shall be paid on the Closing Date through a foreign exchange contract for credit in said foreign account, to be executed by the Purchaser and a bank in Brazil jointly selected by the Purchaser and RSPJR)."

"2.7 Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Shareholders (except for the evidence of payment of the Closing Date Cash Purchase Price to the Shareholders other than RSPJR, referred to in item (a) below, which shall be delivered on March 1^st, 2013)."

3.Amendment to Section 2.7(b) of the Agreement. The Parties hereto acknowledge and agree that Group 1 Common Stock to be delivered pursuant to the Agreement shall not be in certificated form, but held in book entry form, and accordingly the Parties agree to amend Section 2.7(b) of the Agreement to read as follows:

4.Amendment to Section 2.7 of the Agreement in order to include Section 2.7(g). The Parties hereto acknowledge and agree that the statements issued by AST will not reflect the transferences of the Escrow Stock to be made by the Purchaser to the Escrow Agent; therefore the Parties agree to include Section 2.7(g) to the Agreement to read as follows:

5.Amendment to Section 8.8(a) of the Agreement.    In order to conform to the relevant provisions of the Escrow Agreement, the Parties agree to amend Section 8.8(a) of the Agreement to read as follows:

6.Assignment to Group 1 Brasil. The Parties hereto acknowledge and agree that Group 1 USA has, on or prior to the date hereof, assigned its rights, interests and obligations under the Agreement to Group 1 Brasil as permitted pursuant to the terms and conditions of the Agreement, such that Group 1 Brasil is considered as the Purchaser for all purposes and effects

of the Agreement, provided, however, that such assignment has not relieved Group I USA of its obligations under the Agreement if Group 1 Brasil does not perform its obligations and Group 1 USA shall at all times remain jointly and severally liable with Group 1 Brasil for all obligations under the Agreement.

7.No Termination Rights under Section 9.l(a). The Parties hereby acknowledge and agree that, notwithstanding that certain payments to the Shareholders relating to the consummation of the Acquisition will occur on March 1, 2013, after the Closing and the Cut-Off Date as contemplated in this Amendment, the timing of such payments after the Cut-Off Date shall not trigger any termination rights of the Parties pursuant to Section 9.l(a) of the Agreement, as the Closing shall have occurred prior to the Cut-Off Date.

8.Amendment to Exhibit B (Pro Rata Cash Percentage). The Parties hereto agree to delete in its entirety the existing Exhibit B (Pro Rata Cash Percentage) attached to the Agreement and replace it in its entirety with the table below with the Shareholder allocations set forth therein, which shall constitute the Pro Rata Cash Percentage for each of the Shareholders for all purposes of the Agreement:

9.Ratification. The Parties hereto reaffirm and ratify all provisions of the Agreement not amended hereby, which shall continue to be fully in force and in effect according to the provisions thereof.

10.Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the laws of Brazil.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment or have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

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