Exhibit 10.1.16
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of __________, 1996, is
entered into by and among United Auto Group, Inc., a Delaware corporation (the
"Company"), and each of the parties listed on Schedule I hereto.
WHEREAS, pursuant to the terms of the Settlement Agreement (the "Settlement
Agreement"), dated as of October 1, 1996, among the Company, Samuel X. DiFeo,
Joseph DiFeo (Samuel X. DiFeo and Joseph DiFeo are collectively referred to
herein as the "DiFeos"), and certain other parties named therein, certain
entities owned or controlled by the DiFeos (the "DiFeo Entities") will be merged
with and into certain affiliates of the Company, and the shareholders of the
DiFeo Entities will receive, in consideration thereof, shares (the "DiFeo
Shares") of the Company's common stock (the "Common Stock"), and options (the
"DiFeo Options") to acquire additional shares of Common Stock;
WHEREAS, pursuant to the terms of the Settlement Agreement, the Company has
agreed to grant to the holders of the DiFeo Shares and the DiFeo Options certain
rights to have shares of Common Stock registered under the Securities Act of
1933, as amended (the "1933 Act");
WHEREAS, in connection with the Shareholders' Agreement (the "Shareholders
Agreement"), dated as of August 1, 1995, among the Company, United Landers,
Inc., a Delaware corporation, Landers Auto Sales, Inc., an Arkansas corporation,
Steve Landers and John Landers (collectively referred herein as the "Landers"),
and certain other parties named therein, the Company has issued to the Landers
shares (the "Landers Shares") of Common Stock, and has granted the Landers
certain rights to have such shares registered under the 1933 Act;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1.1 REGISTRATION RIGHTS
1. DEFINITIONS
As used in this Section 1:
(a) the terms "register," "registered" and "registration" refer
to a registration effected by preparing and filing a registration statement in
compliance with the 1933 Act (and any post-effective amendments filed or
required to be filed) and the declaration or ordering of effectiveness of such
registration statement;
(b) the term "Registrable Securities" means (A) the DiFeo
Shares, (B) shares of Common Stock issued or issuable upon exercise of the DiFeo
Options, (C) any shares of Common Stock which the DiFeos or the other persons
named on Schedule I hereto (or an Affiliate thereof) may hereafter acquire, and
(D) any capital stock of the Company issued as a dividend or other distribution
with respect to, or in exchange for or in replacement of, the shares of Common
Stock referred to in clauses (A)-(C) above;
(c) the term "Holder" means any person owning or having the
right to acquire Registrable Securities;
(d) the number of shares of "Registrable Securities then
outstanding" shall be determined by adding the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which upon issuance would
be, Registrable Securities;
(e) the term "Affiliate" of a specified person means a person
that directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the person specified, and in the
case of a specified person who is a natural person, his spouse, his issue, his
parents, his estate and any trust entirely for the benefit of his spouse and/or
issue. The term "control" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
person or entity, whether through the ownership of voting securities, by
contract or otherwise; and
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(f) the term "UAG IPO" means a Qualified Public Offering (as
such term is defined in UAG's Restated Certificate of Incorporation as in effect
on the date hereof) or the completion of a sale of capital stock of UAG (or a
subsidiary of UAG) pursuant to a registration statement which has become
effective under the 1933 Act and which has been deemed to be a Qualified Public
Offering by the holders of a majority of the outstanding shares of the Class A
Preferred Stock, par value $0.0001 per share, of UAG.
1.2. REQUESTED REGISTRATION
(a) REQUEST FOR REGISTRATION. If, after one year following the
UAG IPO, the Company shall receive a written request from the Holder or Holders
of 50% or more of the Registrable Securities then outstanding and entitled to
registration rights under this Section 1 (the "Initiating Holders") that the
Company effect the registration under the 1993 Act with respect to all or a part
of the Registrable Securities, the Company will, within five days of the receipt
thereof, give written notice of such request to all Holders and shall within
ninety (90) days of its receipt of such written request, file a registration
statement on a form deemed appropriate by the Company's counsel with the
Securities and Exchange Commission (the "SEC") covering all the Registrable
Securities which the Holders shall in writing request (given within twenty (20)
days of receipt of the notice given by the Company pursuant to this Section
1.2(a)) to be included in such registration and the Company shall use its best
efforts to cause such registration statement to become effective.
The Company shall not be obligated to effect such registration pursuant to
this Section 1.2(a) hereof (A) after the Company already has effected one (1)
such registration pursuant to this Section 1.2(a) and such registration has been
declared or ordered effective, (B) if the Company shall be required by the SEC
or any state securities authority to have an audit of any of its interim
financial statements prepared in order to have a registration statement declared
effective, unless the Holders shall agree in writing to bear the expense of such
audit in full, (C) if in the good faith judgment of the Board of Directors of
the Company, it would not be in the best interests of the Company and its
stockholders generally for such registration statement to be filed (in which
case the
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Company shall have the right to defer such filing for a period of not more than
180 days after receipt of the request of the Initiating Holders), or (D) in any
particular jurisdiction in which the Company would be required to execute a
general consent to service of process in effecting such registration, unless the
Company is already subject to service in such jurisdiction and except as may be
required by the 1933 Act or applicable rules or regulations thereunder. It is
expressly agreed that nothing contained in this Section 1.2(a) shall give any
Holder the right to have the disposition of its Registrable Securities effected
by means of an underwritten offering.
The registration statement filed pursuant to the request of the Initiating
Holders may, subject to the provisions of Section 1.2(b) below, include other
securities of the Company for its own account or which are held by officers or
directors of the Company or persons or entities who, by virtue of agreements
with the Company, are entitled to include their securities in any such
registration (the "Other Shareholders").
(b) UNDERWRITING. If the Initiating Holders desire to
distribute the Registrable Securities covered by such request by means of an
underwriting, they shall so advise the Company as a part of such request made
pursuant to Section 1.2(a). If the Company approves of such request, it shall
select an investment banking firm reasonably satisfactory to the Initiating
Holders as underwriter of such requested registration. The right of any Holder
to registration pursuant to this Section 1.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein.
If officers or directors of the Company holding other securities of the
Company shall request inclusion in any registration pursuant to this Section
1.2, or if Other Shareholders request such inclusion, the Holders shall offer to
include the securities of such officers, directors and Other Shareholders in the
underwriting and may condition such offer upon their participation in the
underwriting and on their acceptance of the further applicable provisions of
this Section 1.
The Holders shall (together with the Company, officers, directors and Other
Shareholders proposing to distribute their securities through such underwriting)
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enter into an underwriting agreement in customary form with the representative
of the underwriter or underwriters selected for such underwriting by the Company
as provided above, but the Company shall not be required to pay any commission
to the underwriter in respect of the sale of Registrable Securities.
Notwithstanding any other provision of this Section 1.2, if the representative
of the underwriters determines that marketing factors require a limitation on
the number of shares to be underwritten, the securities of the Company held by
officers or directors of the Company and the securities held by Other
Shareholders shall be excluded from the underwriting by reason of the
underwriters' marketing limitation to the extent so required by such limitation.
If a further limitation is required, the Company shall so advise all Holders
requesting inclusion in such offering, and the number of shares of Registrable
Securities that may be included in the registration and underwriting shall be
allocated among all Holders requesting inclusion in proportion, as nearly as
practicable, to the respective amounts of Registrable Securities held (or
entitled to be held upon conversion) by each such Holder at the time of filing
the registration statement. No Registrable Securities or any other securities
excluded from the underwriting by reason of the underwriter's marketing
limitation shall be included in such registration. If any Holder, officer,
director or Other Shareholder who has requested inclusion in such registration
as provided above disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the Company, the underwriter
and the Initiating Holders. The securities so withdrawn shall also be withdrawn
from registration; PROVIDED, HOWEVER, that, if by the withdrawal of such
Registrable Securities a greater number of Registrable Securities held by other
Holders may be included in such registration (up to a maximum of any limitation
imposed by the underwriters), then the Company shall offer to all Holders who
have included Registrable Securities in the registration the right to include
additional Registrable Securities in the same proportion used in determining the
underwriter limitation in this Section 1.2 (b). If the representative of the
underwriters has not limited the number of Registrable Securities, the Company
may include its securities for its own account in such registration if the
underwriter so agrees and if the number of Registrable Securities which would
otherwise
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have been included in such registration and underwriting will not thereby be
limited.
(c) ASSIGNMENT. The registration rights granted pursuant to
this Section 1.2 may be assigned, in whole but not in part, to any transferee of
all of the Registrable Securities held by the transferring Holder.
1.3. COMPANY REGISTRATION
(a) INCLUSION IN REGISTRATION. If, at any time or from time to
time following the UAG IPO, the Company shall determine to register any of its
shares of Common Stock on a form (other than for the registration of securities
to be offered and sold by the Company on any registration form which does not
permit secondary sales or pursuant to (i) an employee benefit plan, (ii) a
dividend or interest reinvestment plan, (iii) other similar plans or (iv)
reclassifications of securities, mergers, consolidations and acquisitions of
assets) which would permit the registration of any Registrable Securities, or
the Company shall be requested to register any of its shares of Common Stock by
any holder of any securities entitled to registration upon such request (other
than the Holders or their nominees), the Company will:
(i) promptly give to the Holders written notice thereof (which
shall include a list of the jurisdictions, if any, in which the
Company intends to qualify such shares of Common Stock under the
applicable blue sky or other state securities laws); and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a
written request or requests made by each of the Holders, within
fifteen (15) days after receipt of the written notice from the Company
described in clause (i) above; PROVIDED, HOWEVER, that if the offering
is underwritten and relates only to shares of Common Stock to be sold
by the Company and the Holders are advised in writing by the
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managing underwriter that the sale of Registrable Securities by the
Holders will, due to market conditions, adversely affect such
underwriting, the Holders shall not sell any of their Registrable
Securities included therein until such time as the managing
underwriter may permit; and PROVIDED, FURTHER, that if the
registration of which the Company gives notice relates only to
securities held by Trace International Holdings, Inc. and/or its
officers and directors (collectively, "Trace Securities"), and if the
purpose of such registration is to permit a margin transaction or
other pledge with respect to such securities (and not an offering or
sale of such securities, other than to or by the pledge thereof), then
the Registrable Securities may be included in such registration only
for the same purpose and subject to the same limitations.
The Company shall be under no obligation to complete any offering of the shares
of Common Stock it proposes to make and shall incur no liability to any Holder
for its failure to do so.
(b) UNDERWRITING. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting, the
Company shall so advise the Holders as a part of the written notice given
pursuant to Section 1.3(a). In such event the right of the Holders to
registration pursuant to Section 1.3 shall be conditioned upon the Holders'
participation in such underwriting and the inclusion of the Holders' Registrable
Securities in the underwriting to the extent provided herein. The Holders shall
(together with the Company, officers, directors and the Other Shareholders
distributing their shares of Common Stock through such underwriting) enter into
an underwriting agreement in customary form with the underwriter or underwriters
selected for underwriting by the Company and shall deliver all documents and
opinions required to be delivered thereunder in respect of their participation
as selling shareholders. Notwithstanding any other provision of this Section
1.3, if the representative of the underwriters determines that marketing factors
require a limitation on the number of shares of Common Stock to be underwritten,
then the number of shares included in
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such registration and underwriting shall be allocated as follows: first, if the
registration was initiated by holders of Common Stock (other than the Holders)
exercising demand registration rights, then the number of Trace Securities, if
any, included in such registration and underwriting shall be reduced (and
finally eliminated, if necessary); and second, the number of Registrable
Securities and Landers Shares included in such registration and underwriting
shall be reduced, PRO RATA among the Holders and holders of Landers Shares
according to the total number of shares entitled to be included therein and
owned by each selling Holder and holder of Landers Shares, respectively, or in
such other proportions as may be mutually agreed by such selling Holders and
holders of Landers Shares. If any of the Holders or any officer, director or
Other Shareholder disapproves of the terms of any such underwriting, he may
elect to withdraw therefrom by written notice to the Company and the
representative of the underwriters. Any Registrable Securities or other
securities excluded or withdrawn from such underwriting shall be withdrawn from
such registration. If the registration of which the Company gives notice
pursuant to Section 1.3(a) hereof is a best efforts underwritten public offering
on behalf of the Company, any public sales of Registrable Securities of the
Holders included therein shall not commence until the earlier of: (i) ninety
(90) days after the effective date thereof, (ii) the completion of the sale of
all shares of Common Stock being sold for the account of the Company, or (iii)
the receipt by the Company of a letter from the representative of the
underwriters advising that all or a portion of the Registrable Securities of the
Holders could be sold prior to the dates set forth in the foregoing clauses (i)
and (ii) without adversely affecting the marketability or price of the shares
offered by the Company.
(c) NUMBER; NO ASSIGNMENT. The Holders shall be entitled to
have their shares included in an unlimited number of registrations pursuant to
this Section 1.3. The registration rights granted pursuant to this Section 1.3
shall not be assignable, whether in whole or in part, except to the respective
heirs or personal representatives of the DiFeos and the other persons named on
Schedule I hereto, to receive Registrable Securities pursuant to the laws of
descent or distribution.
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1.4. EXPENSES OF REGISTRATION
Except as otherwise provided herein, in connection with a registration
pursuant to this Section 1, the Company shall pay all registration, filing and
qualification fees, accounting fees and printing expenses of the Company,
reasonable fees and disbursements of counsel for the Company and the reasonable
fees and expenses of one counsel for the selling Holders. All (i) underwriting
discounts and commissions, (ii) filing fees or other expenses directly and
solely resulting from the inclusion of the Holders' Registrable Securities in a
registration pursuant to Section 1.3 hereof, (iii) stock transfer taxes incurred
in respect of the Registrable Securities being sold, and (iv) legal and
accounting fees, expenses and disbursements of the Holders (except as set forth
above), shall be borne and paid ratably by the Holders of the Registrable
Securities included in any such registration.
1.5. REGISTRATION PROCEDURES
In the case of each registration effected by the Company pursuant to
this Section 1, the Company shall:
(i) keep such registration effective for a period of one hundred
twenty (120) days or until each Holder has completed the distribution
described in the registration statement relating thereto, whichever
first occurs;
(ii) furnish each Holder copies of any Registration Statement
and each preliminary or final prospectus, or supplement or amendment
required to be prepared pursuant hereto, as any Holder may from time
to time reasonably request;
(iii) prepare and promptly file with the SEC and promptly notify
each Holder of the filing of any amendments or supplements to such
Registration Statement or prospectus as may be necessary to correct
any statements or omissions if, at any time when a prospectus relating
to the Registrable Securities is required to be delivered under the
1933 Act, any event with respect to the
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Company shall have occurred as a result of which any such prospectus
or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements made, in the light of the
circumstances under which they were made, not misleading; and use its
best efforts to qualify as soon as reasonably practicable the
Registrable Securities included in the Registration Statement for
sale under the securities or blue-sky laws of such states and
jurisdictions within the United States as shall be reasonably
requested by any Holder, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify
to do business, to become subject to taxation or to file a consent to
service of process generally in any of the aforesaid states or
jurisdictions; and
(iv) use its best efforts to qualify as soon as reasonably
practicable the Registrable Securities included in the Registration
Statement for sale under the securities or blue-sky laws of such
states and jurisdictions within the United States as shall be
reasonably requested by any Holder, provided that the Company shall
not be required in connection therewith or as a condition thereto to
qualify to do business, to become subject to taxation or to file a
consent to service of process generally in any of the aforesaid states
or jurisdictions.
1.6. DELAY OF REGISTRATION
No Holder shall have any right to take any action to restrain, enjoin or
otherwise delay any registration as a result of any controversy that may arise
with respect to the interpretation or implementation of this Agreement.
1.7. INDEMNIFICATION
(a) The Company shall indemnify each Holder offering Registrable
Securities for sale pursuant to each registration that has been effected
pursuant to
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this Section 1 against all claims, losses, damages and liabilities (or actions
in respect thereof) arising out of or based on any untrue statement of a
material fact contained in any registration statement under which such
Registrable Securities were registered under the 1933 Act, or based on any
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse each
such Holder for any legal or other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action; PROVIDED, HOWEVER, that the Company shall pay for only one firm of
counsel for all such Holders and the Company shall not be liable to a Holder in
any such case (i) to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission based upon
information furnished to the Company by such Holder or the underwriter of any
such Holder and stated to be specifically for use therein or (ii) in the case of
a sale directly by a Holder of Registrable Securities (including a sale of such
Registrable Securities through any underwriter retained by such Holder engaging
in a distribution on behalf of such Holder), such untrue statement or omission
was contained in a preliminary prospectus and corrected in a final or amended
prospectus, and such Holder failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable
Securities to the person or entity asserting any such loss, claim, damage or
liability.
(b) Each of the Holders shall, if Registrable Securities held by
them are included in the securities as to which such registration is being
effected, severally indemnify the Company, each of its directors and officers
who sign such registration statement, each person who controls the Company
within the meaning of the 1933 Act, each underwriter, if any, of the Company's
securities covered by such registration statement, each other Holder and each
other security holder whose securities are included in such registration, and
each person controlling such other holder against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement of a material fact contained in any such registration statement
under which such Registrable Securities were registered under the 1933 Act, or
based on any omission to state therein a material fact required to be stated
therein or
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necessary to make the statements therein not misleading, and will reimburse the
Company, such directors, officers, employees, control persons, other Holders or
security holders or underwriters for any legal or any other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement or omission is made in such registration statement in
reliance upon and in conformity with information furnished to the Company by
such Holder and stated to be specifically for use therein.
(c) Each party entitled to indemnification under this Section 1
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and any
claim or any litigation resulting therefrom. In case any action is brought
against an Indemnified Party, and it notifies the Indemnifying Parties of the
commencement thereof, the Indemnifying Party will be entitled to participate in
and, to the extent it so determines, assume the defense thereof; provided that
counsel for the Indemnifying Party, who shall conduct the defense of such claim
or any litigation resulting therefrom, shall be approved by the Indemnified
Party (whose approval shall not unreasonably be withheld), and the Indemnified
Party may participate in such defense at such party's expense. After notice
from the Indemnifying Party of its election to so assume the defense thereof,
the Indemnifying Party will not be liable to such Indemnified Party for any
legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof. Each Indemnified Party shall furnish such
information regarding itself or the claim in question as an Indemnifying Party
may reasonably request and as shall be reasonably required in connection with
the defense of such claim and litigation resulting therefrom.
1.8. LOCKUP AGREEMENT
In consideration for the Company agreeing to its obligations under this
Section 1, each Holder agrees in connection with the initial registration of the
Company's securities in connection with the UAG IPO, upon the request of the
Company's managing
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underwriters, not to sell, make any short sale of, loan, grant any option for
the purchase of, or otherwise dispose of any Registrable Securities without the
prior written consent of such underwriters, for such period of time, not to
exceed 180 days, from the effective date of such registration as the Company or
the underwriters may specify.
1.9. INFORMATION ABOUT THE PURCHASERS
Each Holder shall promptly furnish to the Company such information
regarding itself, its Affiliates or subsidiaries and the distribution proposed
by it as the Company may reasonably request in writing and as shall be
reasonably required in connection with any registration referred to in this
Section 1.
1.10. CONDITIONS TO REGISTRATION
As a condition to the Company's obligation hereunder to cause a
registration statement to be filed or Registrable Securities to be included in a
registration statement, each Holder shall provide such information and execute
such documents as may reasonably be required in connection with such
registration. In addition, the Company shall not be obligated to file a
registration statement or to include Registrable Securities in a registration
statement hereunder as to any Holder, (i) if the Company shall have received
opinions of counsel reasonably satisfactory to such Holder and the Company to
the effect that the proposed disposition of such Registrable Securities by such
Holder may be effected without registration under the 1933 Act or (ii) to the
extent such Registrable Securities can then be sold during a single three month
period pursuant to Rule 144 under the 1933 Act.
1.11. RULE 144
With a view to making available the benefits of certain rules and
regulations of the SEC which may permit the sale of the restricted securities to
the public without registration, the Company agrees to (a) make and keep public
information available as those terms are understood and defined in Rule 144
under the 1933 Act at all times from and after ninety (90) days following the
closing date of the first registration under the 1933 Act filed by the Company
for an offering
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of its securities to the general public, and (b) use its best efforts to file
with the SEC in a timely manner all reports and other documents required of the
Company under the Exchange Act at any time after it has become subject to such
reporting requirements.
SECTION 2. WAIVER OF PRIOR REGISTRATION RIGHTS
The DiFeos and the other persons named on Schedule I hereto hereby waive
any and all registration rights granted them under agreements entered into prior
to the date hereof, including without limitation the Master Agreement, dated as
of March 17, 1992, as amended.
SECTION 3. ASSIGNABILITY
This Agreement shall be binding upon and inure to the benefit of the
respective heirs, personal representatives, successors and assigns of the
parties hereto.
SECTION 4. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware.
SECTION 5. AMENDMENT
Any modification, amendment or waiver of this Agreement or any provision
hereof shall be in writing and executed by Holders of not less than 66% of the
Registrable Securities; PROVIDED, HOWEVER, that no such modification, amendment
or waiver shall reduce the aforesaid percentage of Registrable Securities
without the consent of all of the Holders of the Registrable
Securities.
SECTION 6. LEGEND
Each certificate representing Registrable Securities shall state therein:
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF
A REGISTRATION RIGHTS AGREEMENT DATED AS OF __________, 1996, BY AND AMONG
UNITED AUTO GROUP, INC. (THE "COMPANY") AND CERTAIN STOCKHOLDERS OF THE
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COMPANY NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE
COMPANY.
SECTION 7. NOTICES
All notices, requests, consents and demands shall be in writing and shall
be personally delivered, mailed, postage prepaid, telecopied or telegraphed or
delivered by any nationally recognized overnight delivery service to the company
at:
to the Company:
United Auto Group, Inc.
375 Park Avenue, 11th Floor
New York, New York 10152
Fax number: (212) 593-1363
Attn: Philip N. Smith, Jr., Esq.
and to each Holder at such address as shall be furnished in writing to the
Company. All such notices, requests, demands and other communication shall,
when mailed (registered or certified mail, return receipt requested, postage
prepared), personally delivered, or telegraphed, be effective four days after
deposit in the mails, when personally delivered, or when delivered to the
telegraph company, respectively, addressed as aforesaid, unless otherwise
provided herein and, when telecopied or delivered by any nationally recognized
overnight delivery service, shall be effective upon actual receipt.
SECTION 8. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one instrument.
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IN WITNESS WHEREOF, the Company and each of the undersigned parties has
executed this Agreement effective for all purposes as of the date first above
written.
UNITED AUTO GROUP, INC.
By:
------------------------
-----------------------------
Samuel X. DiFeo
-----------------------------
Joseph C. DiFeo
-----------------------------
[Minority Stockholders]
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SCHEDULE I
SCHEDULE OF REGISTRABLE
SECURITIES
Number of Initial Number of Shares
Shares of Common Covered by Initial
Holder Stock Options
- ------ ----------------- ------------------
Samuel X. DiFeo
Joseph C. DiFeo
[Minority
Stockholders]