FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into effective as of this 2nd day of October, 2026 (the “Effective Date”), by and among Group 1 Automotive, Inc., a Delaware corporation, the Management Company, the Dealership Companies, the Real Estate Companies and the Collision Center Company (as all such terms are defined in Appendix 1 of the Purchase Agreement), and solely for the purposes set forth in Sections 11.06, 11.07 and 11.09, and Article XIII of the Purchase Agreement, Peter R. Hennessy, an individual resident of the State of Georgia (“Principal 1”), Mark W. Hennessy, an individual resident of the State of Georgia (“Principal 2”), and Stephen R. Hennessy, an individual resident of the State of Georgia (“Principal 3”). The Management Company, the Dealership Companies, the Real Estate Companies, and the Collision Center Company are each a “Seller” and collectively, the “Sellers”.
RECITALS:
WHEREAS, the Buyer and the Sellers entered into that certain Purchase and Sale Agreement dated July 30, 2026 (the “Purchase Agreement”);
WHEREAS, the parties desire to amend the Purchase Agreement to revise certain terms set forth therein, in accordance with the terms and conditions set forth in this Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1.Definition of “Dealerships”. The definition of “Dealerships” set forth in Appendix 1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“Dealerships” means the automobile dealerships and related business operations conducted by the Dealership Companies as identified below at the current addresses for those operations:
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| Dealership Name | Dealership Company | Location |
| Porsche North Atlanta | Woodhaven Partners, LLC | 990 Manswell Rd., Roswell, GA 30076 |
| Porsche Atlanta Northwest | Woodhaven Partners II, Inc. | 2501 Windy Hill Rd. SE, Marietta, GA 30067 |
| Lexus of Gwinnett | Tuxedo Partners, Inc. | 3383 Satellite Blvd., Duluth, GA 30096 |
| Lexus of Atlanta | Tuxedo Partners, Inc. | 5955 Peachtree Industrial Blvd., Atlanta, GA 30341 |
| Jaguar Land Rover Buckhead | Hennessy Cadillac, Inc. | 3040 Piedmont Rd NE, Atlanta, GA 30305 |
| Land Rover North Atlanta | Hennessy Cadillac, Inc. | 1505 Mansell Rd., Alpharetta, GA 30009 |
| Jaguar North Atlanta Certified Pre-Owned & Service | Hennessy Cadillac, Inc. | 1505 Mansell Rd., Alpharetta, GA 30009 |
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| Dealership Name | Dealership Company | Location |
| Land Rover Gwinnett | Hennessy Cadillac, Inc. | 3423 Old Norcross Rd., Duluth, GA 30096 |
| Jaguar Gwinnett Certified Pre-Owned & Service | Hennessy Cadillac, Inc. | 3423 Old Norcross Rd., Duluth, GA 30096 |
| Honda of Woodstock | Valley Partners, Inc. | 8931 Highway 92, Woodstock, GA 30189 |
| Hennessy Cadillac | Hennessy Cadillac, Inc. | 3377 Satellite Blvd., Duluth, GA 30096 |
| Hennessy Ford Lincoln | Berwyn Partners, Inc. | 5675 Peachtree Blvd., Atlanta, GA 30341 |
| Hennessy Collision Center | - | 5849 Peachtree Rd., Atlanta, GA 30341 |
| Accounting Office | - | 3393 Old Norcross Rd., Duluth, GA 30096 |
2.Definition of “Hennessy Domain Names and Social Media Accounts”. The following definition of “Hennessy Domain Names and Social Media Accounts” shall be added to Appendix 1 of the Purchase Agreement in alphabetical order:
““Hennessy Domain Names and Social Media Accounts” means the domain names and social media accounts set forth on Schedule 2.01(a)(v), and any other domain names and social media accounts including the name “Hennessy” and reasonable derivatives thereto owned, used or licensed by or purported to be owned, used or licensed by a Dealership Company and used or held for use in the Business.”
3.Definition of “Hennessy IP”. The definition of “Hennessy IP” set forth in Appendix 1 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
““Hennessy IP” means the marks, including trademarks, word marks, copyrights, service marks, logos, domain names (other than the Hennessy Domain Names and Social Media Accounts), or tradenames, including the name “Hennessy” and reasonable derivatives thereto, including any stylized formats of the foregoing and trade dress, copyrights and/or artwork related thereto, in each case, that are not Operating Assets.”
4.Updated Schedules. Schedules 2.01(a)(v) (Purchased Intellectual Property) and Schedule 7.14(a)(3) (Social Media Accounts) shall be replaced in their entirety with the Schedule 2.01(a)(v) and Schedule 7.13(a)(3) attached hereto.
5.Section 2.01(a)(v) (Purchased IP). Section 2.01(a)(v) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(v) the Intellectual Property owned, used or licensed by or purported to be owned, used or licensed by a Dealership Company and all right, title and interest that any Seller has in or to any Intellectual Property used or held for use in the Business, including those set forth on Schedule 2.01(a)(v) and the Hennessy Domain Names and Social Media Accounts (all of the foregoing, the “Purchased IP”);”
6.Section 2.02(k) (Hennessy IP). Section 2.02(k) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“(k) the Hennessy IP (other than the Hennessy Domain Names and Social Media Accounts);”
7.Section 2.03 (Payment Terms). The second sentence of Section 2.03 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“Notwithstanding anything to the contrary herein, the amount of the Operations Purchase Price payable on the Closing shall be adjusted, and the Buyer shall receive a credit against such purchase price, for the aggregate value of the Restricted Stock Grants made by the Buyer, which amount will in no event exceed $2,000,000.”
8.New Section 11.22. A new Section 11.22 shall be added to the Purchase Agreement:
“Section 11.22 Post-Closing Removal of Personal Property. Notwithstanding anything to the contrary contained herein, Sellers shall have the right, for a period of fourteen (14) days following the Closing Date (the “Removal Period”), to enter the Real Estate Property for the purpose of removing any office furniture, personal belongings, and other items of personal property owned by Seller that were not conveyed to Buyer as part of the transaction contemplated hereby, specifically, but not limited to, all office furniture belonging to Steve Hennessy located at Porsche Atlanta Northwest. During the Removal Period, Seller shall conduct all removal activities during normal business hours, upon reasonable prior notice, and in a manner that does not unreasonably interfere with, impact or disrupt the operations of Buyer’s business or materially damage the Real Estate Properties.”
9.New Section 11.23. A new Section 11.23 shall be added to the Purchase Agreement:
“Section 11.23 Post-Closing Use of Accounting Office. Sellers shall have the right to occupy a space, including leaving equipment or other property, in the Accounting Office located at 3393 Old Norcross Road, until the earlier of (a) the date that Sellers’ new office is ready for Sellers to move into post-Closing and (b) the date that is six months following the Closing Date (the “Shared Space Period”). Sellers’ use of such space shall be in a manner that does not unreasonably interfere with, impact or disrupt the operations of Buyer’s business or materially damage the Real Estate Properties and shall be consistent with Sellers’ use of such space as of immediately prior to the Closing.”
10.New Section 11.24. A new Section 11.24 shall be added to the Purchase Agreement:
“Section 11.24 Transfer of Trade Names. The Sellers and the Buyer shall cooperate and use their respective commercially reasonable efforts to effect the transfer of all trade names included in the Purchased IP (including all trade name registrations set forth on Schedule 2.01(a)(v)) from the applicable Seller to the Buyer, effective as of the Closing Date (or as promptly as practicable thereafter to the extent any such transfer cannot reasonably be completed on the Closing Date). Such cooperation shall include, without limitation, the preparation, execution and filing of all applications, terminations, transfer documents and other instruments with the applicable county, state or other Governmental
Authority as may be necessary or appropriate to evidence and effectuate the transfer of such trade names to the Buyer. It is acknowledged and agreed that such transfer of trade names containing the name “Hennessy” remains subject to the terms and conditions of the Trademark License Agreement.”
11.No Other Amendments. Except as amended by the terms and provisions of this Amendment, the terms and provisions of the Purchase Agreement remain in full force and effect as set forth therein. If any of the terms or provisions of this Amendment are inconsistent with the terms and provisions of the Purchase Agreement, the terms and provisions of this Amendment shall control.
12.Dispute Resolution; Governing Law; Consent to Jurisdiction and Venue; Jury Waiver. The provisions of Section 15.09, 15.10 and 15.11 of the Purchase Agreement shall govern the matters set forth herein and any disputes related to the same.
13.Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. An emailed or electronically transmitted executed counterpart of this Amendment shall be sufficient to evidence the binding agreement of each party to the terms herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year written below each party’s signature.
SELLERS:
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MANAGEMENT COMPANY:
Hennessy Automobile Companies, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Chief Executive Officer | COLLISION CENTER COMPANY:
Telalee Partners, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: President |
DEALERSHIP COMPANIES:
Woodhaven Partners, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
Woodhaven Partners II, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: President
Hennessy Cadillac, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Vice President |
Tuxedo Partners, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: President
Valley Partners, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: President
Berwyn Partners, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Vice President |
REAL ESTATE COMPANIES: |
|
Hennessy Cadillac, Inc.
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Vice President
| Valley Partners Real Estate, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager |
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Tuxedo Real Estate Partners, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
Tuxedo Real Estate Partners II, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
Honda Parking, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
5849 Peachtree Road, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
| Woodhaven Partners Real Estate, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
2501 Windy Hill Rd, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
Woodhaven Partners Real Estate II, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager
Gwinnett Parking, LLC
By: /s/ Peter R. Hennessy
Name: Peter R. Hennessy
Title: Manager |
PRINCIPAL 1:
/s/ Peter R. Hennessy Peter R. Hennessy
PRINCIPAL 2:
/s/ Mark W. Hennessy Mark W. Hennessy
PRINCIPAL 3:
/s/ Stephen R. Hennessy Stephen R. Hennessy | BUYER: Group 1 Automotive, Inc. By: /s/ Gillian Hobson Name: Gillian Hobson Title: Senior Vice President |
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