Exhibit 10.1

A GREEMENT REGARDING G UARANTEE AND I NDEMNIFICATION

U NDERTAKINGS ALSO FOR THE T HIRD -P ARTY B ENEFIT

between

Uniwheels Holding (Malta) Ltd., Sliema, Malta

and

Superior Industries International Germany AG, Frankfurt am Main, Germany

and

Superior Industries International Inc., Southfield, Michigan, United States of America

dated

March 23, 2017

Table of Content

2

A GREEMENT REGARDING G UARANTEE

AND I NDEMNIFICATION U NDERTAKINGS

( THE “A GREEMENT ”)

between

(“ Offeree ”)

(“ Offeror ”)

(“ Guarantor ”)

(the Offeree, the Offeror and the Guarantor each individually a “ Party ”

and collectively the “ Parties ”)

and for the third-party benefit within the meaning of § 328(1) of the German Civil Code ( echter Vertrag zu Gunsten Dritter ) of any of the following third-party beneficiaries ( echt Drittbegünstigte ), without them being a party to this Agreement,

(“ Third-Party Beneficiary 1 ”)

(“ Third-Party Beneficiary 2 ”)

3

(“ Third-Party Beneficiary 3 ”)

(“ Third-Party Beneficiary 4 ”)

(“ Third-Party Beneficiary 5 ”)

(“ Third-Party Beneficiary 6 ”)

(the Third-Party Beneficiaries 1 through 6 each individually a “ Third-Party Beneficiary ”

and collectively the “ Third-Party Beneficiaries ”)

P REAMBLE

4

NOW, THEREFORE, the Parties hereto agree as follows:

§ 1 Indemnification Undertakings of the Offeror vis- à -vis the Offeree

and for the Third-Party Benefit of the Third-Party Beneficiaries

5

provided that any liability, damage, loss and/or out-of-pocket costs and expenses which is based on any action or omission occurring after signing of this Agreement is fully excluded.

§ 2 Guarantee Undertakings of the Offeror vis- à -vis the Offeree and for

the Third-Party Benefit of the Third-Party Beneficiaries

6

except for any claim, right or other remedy which is based on any action or omission of the Offeree and/or any Third-Party Beneficiary occurring after signing of this Agreement.

7

except for any obligation which is based on any action or omission Offeree and/or any Third-Party Beneficiary occurring after signing of this Agreement.

8

§ 3 Guarantee Undertakings, Waiver and Release of the Guarantor vis- à -vis the Offeree

and for the Third-Party Benefit of the Third-Party Beneficiaries

9

§ 4 Indemnification Undertakings of the Offeree vis- à -vis the Offeror and

for the third-party benefit of the companies of the Uniwheels Group

Except for the items set forth in Exhibit § 4 , the Offeree hereby undertakes, to the extent legally permissible, vis-à-vis the Offeror to indemnify and hold harmless the Offeror and, as third-party beneficiaries echte Drittbegünstigte ) in the meaning of § 328(1) of the German Civil Code ( echter Vertrag zu Gunsten Dritter ) any of the companies of the Uniwheels Group, from and against any and all liabilities (whether known or unknown, present or future, actual or contingent), damages, losses and out-of-pocket costs and expenses (e.g. court and advisors fees) which are asserted by the Offeree and/or any Third-Party Beneficiary against a company of the Uniwheels Group arising out of or in connection with:

10

except for such arising out of or in connection with any services or other performances ( Leistungen ) duly rendered, or based on other actions or omissions duly occurring, in the ordinary course of business after signing of this Agreement.

§ 5 Guarantee Undertakings of the Offeree vis- à -vis the Offeror and for

the third-party benefit of the companies of the Uniwheels Group

except for such arising out of or in connetion with any services or other performances ( Leistungen ) duly rendered, or based on other actions or omissions duly occurring, in the ordinary course of business after signing of this Agreement.

11

§ 6 Condition Precedent

The effectiveness of § 1(1), § 2(2) and § 2(3), § 4 and § 5 of this Agreement shall be conditioned dependent on ( aufschiebende Bedingung ) the occurrence of the Settlement Date.

§ 7 Confidentiality

Each Party shall keep confidential and not disclose to any third party, other than any Member Third-Party Offeror Group, except for the Uniwheels Group, and any Member Third-Party Offeree Group, the content of this Agreement and any business and trade secrets and other confidential information regarding the other Party disclosed to it in connection with this Agreement or its consummation, except as expressly agreed upon with the other Party. Any press releases and other public communication in connection with this Agreement shall require the prior consent of the respective other Party. Notwithstanding the above, each Party may disclose any information as required in order to comply with applicable law, the rules and regulations of any stock exchange or an enforceable order of a court or public authority; provided, however, that the relevant Party shall, to the extent legally permissible and practicable, notify the other Party thereof in advance and seek to agree with it upon the content of the information. These confidentiality obligations shall also be for the third-party benefit within the meaning of § 328(1) of the German Civil Code ( echter Vertrag zu Gunsten Dritter ) of the Third-Party Beneficiaries ( echte Drittbegünstigte ) vis-à-vis any Third-Party Beneficiary.

12

§ 8 Notices

All notices, requests and other communication in connection with this Agreement shall be made in writing in the English language and shall be delivered personally or sent by registered mail ( Einschreiben ), telefax, via E-mail transmitted pdf copies of originals, or courier, to the addresses below or to such other addresses as may be specified by any Party to the other Parties in the same manner:

E-Mail: olejnik@mt.uniwheels.com

Telefax-No. +356 21346996

E-Mail: rs@mt.uniwheels.com

Telefax-No. +356 21346996

c/o Intertrust (Deutschland) GmbH,

Grüneburgweg 58-62,

60322 Frankfurt am Main,

Germany

Donald J. Stebbins, Chief Executive Officer

Superior Industries International Inc.

26600 Telegraph Road,

Suite 400, Southfield, Michigan 48033, USA

Telefax-No. + 1 248-352 6989

Bruce Toth,

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601-9703, USA

Telefax-No. +1 312 558 5700

13

Dr. Hartmut Krause,

Allen & Overy LLP

Haus am OpernTurm

Bockenheimer Landstraße 2

60306 Frankfurt am Main, Germany

Telefax-No. +49 69 2648 5800

Superior Industries International Inc.

26600 Telegraph Road,

Suite 400, Southfield, Michigan 48033, USA

Telefax-No. + 1 248-352 6989

Bruce Toth,

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601-9703, USA

Telefax-No. +1 312 558 5700

Dr. Hartmut Krause,

Allen & Overy LLP

Haus am OpernTurm

Bockenheimer Landstraße 2

60306 Frankfurt am Main, Germany

Telefax-No. +49 69 2648 5800

or to such other recipients or addresses which may be notified by any Party to the other Parties in the future in writing. The requirement to provide copies to certain parties shall be for convenience purposes only and failure to send such copy shall not affect the validity of service of any notice.

The Offeree hereby irrevocably appoints

Dr. Heino Rück

SZA Schilling, Zutt & Anschütz Rechtsanwalts AG

Otto-Beck-Straße 11

68165 Mannheim, Germany

Telefax-No. +49 621 4257 296

and

14

Offeror and Guarantor hereby irrevocably appoint

Dr. Hartmut Krause

Allen & Overy LLP

Haus am OpernTurm

Bockenheimer Landstraße 2

60306 Frankfurt am Main

Germany

Telefax-No. +49 69 2648 5800

in each case as authorized recipient ( Empfangsbevollmächtigter ) and process agent ( Zustellungsbevollmächtigter ) for the receipt of any declarations of will and/or any other declarations and the services of process to be effected in any arbitration proceedings or proceedings before ordinary courts of law under or in connection with this Agreement.

§ 9 Costs; Taxes

§ 10 Miscellaneous

15

16

17

§ 11 Governing Law and Arbitration

[SIGNATURE PAGE FOLLOWS]

18

UNIWHEELS HOLDING (MALTA) LTD.

Meggen, Switzerland, 23 March 2017,              (CET)

SUPERIOR INDUSTRIES INTERNATIONAL GERMANY AG

Frankfurt am Main, Germany, 23 March 2017

SUPERIOR INDUSTRIES INTERNATIONAL INC.

Southfield MI, United States of America, 23 March 2017

***

19

Unless otherwise specified in this Agreement, the defined terms used in the Agreement regarding mutual Irrevocable Undertakings shall also apply to this Agreement

Exhibit 10.2

EXECUTION VERSION

INVESTMENT AGREEMENT

by and among

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

and

THE INVESTOR LISTED ON THE SIGNATURE PAGES HERETO

Dated as of March 22, 2017

TABLE OF CONTENTS

Exhibits

INVESTMENT AGREEMENT, dated as of March 22, 2017 (this “ Agreement ”), among Superior Industries International, Inc., a Delaware corporation (the “ Company ”), and the investor named on the signature pages hereto (the “ Investor ”).

WHEREAS, the Company has obtained a commitment from the owner (the “ Significant Holder ”) of approximately 61% of the outstanding stock of Uniwheels AG, a stock corporation under German law (the “ Target ”), evidenced by an irrevocable undertaking agreement (the “ Undertaking Agreement ”), to tender such shares in the second step of the Offer (as defined below). In connection with the Undertaking Agreement, the Company has proposed to enter into a customary business combination agreement with the Target (the “ Combination Agreement ”). In the second step, and in connection herewith, the Company will undertake a tender offer (the “ Offer ” and all of the documents, schedules and exhibits related thereto as are required to effect the Offer, as each may be amended, modified, supplemented or waived from time to time, the “ Tender Documents ”), pursuant to which, the Company shall offer to purchase all (but not less than 75% of) the outstanding shares of the Target and shall purchase, upon the consummation of the Offer, the shares of the Significant Holder along with all other shares tendered of the Target pursuant to the Tender Documents (the “ Tender Effectiveness ”). Subsequent to the Tender Effectiveness in the third step, the Company shall acquire any remaining shares of the Target utilizing one or more of the following: (1) a subsequent tender offer and/or acquisitions of remaining shares of the Target through market purchases or otherwise until at least 90% of the shares of the Target are tendered and/or acquired (including all shares previously tendered in the Offer) and/or (2) a delisting of the Target from the Warsaw stock exchange and a subsequent upstream merger squeeze-out process under applicable German law.

WHEREAS, at or before the commencement of the Offer, the Company will obtain for its account a letter of credit denominated in Polish zlotys in an aggregate amount equal to PLN 2,853,384,000 (the “ Tender Letter of Credit ”) to be issued by Citibank, N.A. (“ Tender Issuing Bank ”) in favor of Dom Maklerski Banku Handlowego S.A. pursuant to an Agreement for Standby Letter of Credit and related fee letter and reimbursement agreement (the “ Reimbursement Agreement ”), each dated March 22, 2017 and entered into between the Tender Issuing Bank and the Company as applicant; provided that the obligations of the Company under the Reimbursement Agreement shall be secured by all right, title and interest of the Company under the Senior Facilities, the Senior Bridge Facilities and this Agreement, and all proceeds thereof and such liens shall be granted and perfected, in each case on the date of execution of the Reimbursement Agreement.

WHEREAS, the Company will obtain up to $550 million in senior secured credit facilities, consisting of a $150 million senior secured revolving credit facility (the “ Revolving Facility ”) and a $400 million senior secured term loan facility (the “ Term Facility ” and, together with the Revolving Facility, the “ Senior Facilities ”), having the terms set forth in the Credit Agreement, dated the date hereof (the “ Credit Agreement ”), by and among the Company, Citibank, N.A., as administrative agent, collateral agent and issuing bank, the other lenders party thereto and Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A., Deutsche Bank AG New York Branch and RBC Capital Markets, as joint lead arrangers and joint lead bookrunners.

WHEREAS, the Company will (i) issue an aggregate principal amount of senior unsecured notes (the “ Senior Notes ”) or any other debt securities issued pursuant to an offering by the Company or any of its direct or indirect subsidiaries undertaken to finance the Acquisition (the “ Securities ”), generating up to €240 million in gross proceeds in a Rule 144A offering or other private placement, or (ii) to the extent the Company does not receive such amount of gross proceeds of Senior Notes or the Securities on or prior to the Closing Date (as defined herein), borrow up to €240 million (minus the amount of gross proceeds from any Senior Notes or Securities issuance on or prior to the Closing Date) of senior unsecured increasing rate loans under a new senior unsecured credit facility (the “ Senior Bridge Facility ”, the Senior Bridge Facility together with the Senior Facilities, the “ Facilities ”) and which may, under their terms, be converted to term loans (“ Senior Unsecured Term Loans ”) or exchanged for debt securities. The financing transactions referred to in this paragraph and the immediately preceding paragraph hereof shall be referred to herein as the “ Debt Financing .”

WHEREAS, substantially concurrently with the Tender Effectiveness, the Company desires to issue, sell and deliver to the Investor, and the Investor desires to purchase and acquire from the Company, pursuant to the terms and subject to the conditions set forth in this Agreement, the number of shares of the Company’s Series A Perpetual Convertible Preferred Stock, par value $0.01 per share (the “ Series A Preferred Stock ”), set forth herein having the powers, preferences and rights, and the qualifications, limitations and restrictions, as set forth in the form of Certificate of Designations of the Company’s Certificate of Incorporation attached hereto as Exhibit A (the “ Certificate of Designations ”) and, to the extent necessary, a number of shares of the Company’s Series B Perpetual Preferred Stock, par value $0.01 per share (the “ Series B Preferred Stock ” and, together with the Series A Preferred Stock, the “ Preferred Stock ”), set forth herein having the powers, preferences and rights, and the qualifications, limitations and restrictions, as set forth in the Certificate of Designations; provided that in no event shall the number of shares of Series A Preferred Stock (on an as-converted basis) be in excess of 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing (and, for the avoidance of doubt, to the extent that the number of shares of Series A Preferred Stock (on an as-converted basis) exceeds 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing, such number of shares of Series A Preferred Stock shall be reduced to that number of whole shares that constitutes less than 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing and any such reduction shall result in a commensurate increase in the number of shares of Series B Preferred Stock to be issued at the Closing); provided, further , that if at the time of the Closing the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, with respect to the purchase of the shares of the Preferred Stock has not expired or been earlier terminated or approval of the purchase of the shares of the Preferred Stock by the Federal Economic Competition Commission of Mexico has not been received, then the Investor shall purchase and acquire from the Company an aggregate of 33,000 shares of Series A Preferred Stock for a purchase price per share equal to $1,000 and an aggregate purchase price of $33 million and the Investor

2

shall purchase and acquire from the Company the Subordinated Notes (as defined herein), and the Company shall issue, sell and deliver to the Investor $117 million in aggregate principal amount of Subordinated Notes at a purchase price equal to 100% of the aggregate principal amount of Subordinated Notes.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions . (a) As used in this Agreement (including the Recitals hereto), the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided that the Corporation and its Subsidiaries shall not be deemed to be Affiliates of any Holder or any of their Affiliates. For the purposes of this definition, “ control ”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Alternative Closing ” shall have the meaning set forth in Section 2.01(b) .

“ Anticorruption Laws ” shall have the meaning set forth in Section  3.10 .

“ Balance Sheet Date ” shall have the meaning set forth in Section 3.05(c) .

“ Bankruptcy and Equity Exception ” shall have the meaning set forth in Section 3.03(a) .

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day except a Saturday, a Sunday or other day on which the SEC or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

“ Bylaws ” means the Bylaws of the Company, as may be amended and restated from time to time.

“ Capitalization Date ” shall have the meaning set forth in Section 3.02(a) .

“ Certificate of Designations ” shall have the meaning set forth in the Recitals to this Agreement.

3

“ Certificate of Incorporation ” means the Certificate of Incorporation of the Company, as may be amended and restated from time to time.

“ Closing ” shall have the meaning set forth in Section 2.02(a) .

“ Closing Date ” shall have the meaning set forth in Section 2.02(a) .

“ Code ” means the United States Internal Revenue Code of 1986, as amended.

“ Combination Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company Charter Documents ” means the Certificate of Incorporation and the Bylaws.

“ Company Plan ” means each “employee benefit plan” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and each other plan, program, contract, arrangement, agreement, or policy relating to stock options, stock purchases, other equity-based compensation, bonus, incentive, deferred compensation, employment, severance, retention, change in control, termination, fringe benefits, disability, medical, life, paid time off, relocation or other benefits or compensation, in each case sponsored, maintained or contributed to or required to be contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has any Liabilities.

“ Company Preferred Stock ” shall have the meaning set forth in Section 3.02(a) .

“ Company SEC Documents ” shall have the meaning set forth in Section 3.05(a) .

“ Company Securities ” shall have the meaning set forth in Section 3.02(b) .

“ Company Stock Plan ” means the Superior Industries International, Inc. Amended and Restated 2008 Equity Incentive Plan, as amended from time to time.

“ Contract ” shall have the meaning set forth in Section 3.03(b) .

“ Conversion Shares ” means the Common Stock issuable upon the conversion or exchange of the Preferred Shares, including any increase in the stated value of the Preferred Shares pursuant to the issuance of dividends in accordance with the Certificate of Designations.

4

“ Debt Financing ” shall have the meaning set forth in the Recitals to this Agreement.

“ DGCL ” means the General Corporation Law of the State of Delaware.

“ ERISA ” means the Employee Retirement Security Income Act of 1974, as amended.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Facilities ” shall have the meaning set forth in the Recitals to this Agreement.

“ FCPA ” shall have the meaning set forth in Section  3.10 .

“ GAAP ” means generally accepted accounting principles in the United States, consistently applied.

“ Government Official ” shall have the meaning set forth in Section  3.10 .

“ Governmental Entity ” means any federal, state or local, domestic or foreign governmental or regulatory (including any stock exchange) authority, agency, court, commission or other entity or self-regulatory organization.

“ Investor Rights Agreement ” means the investor rights agreement between the Company and the Investor in the form attached hereto as Exhibit B .

“ Law ” means any statute, law, ordinance, treaty, rule, code, regulatory or other binding directive issued, promulgated or enforced by any Governmental Entity.

“ Liabilities ” means, collectively, all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due.

“ Liens ” means any pledges, liens, charges, mortgages, encumbrances or security interests of any kind or nature.

“ Material Adverse Effect ” means any circumstance, development, effect, change, event, occurrence or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (1) the business, results of operations, assets, Liabilities or financial condition of the Company and its Subsidiaries taken as a whole or (2) the ability of the Company and its Subsidiaries to timely consummate the Transactions or to perform their respective material obligations under the Related Agreements.

5

“ Money Laundering Laws ” shall have the meaning set forth in Section  3.12 .

“ Non-Recourse Party ” shall have the meaning set forth in Section  7.05 .

“ NYSE ” means the New York Stock Exchange and its successors.

“ Offer ” shall have the meaning set forth in the Recitals to this Agreement.

“ Option ” means an unexercised option to purchase shares of Common Stock granted under a Company Stock Plan or otherwise.

“ Outside Date ” shall have the meaning set forth in Section  5.09 .

“ Person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or Governmental Entity or other entity.

“ Preferred Shares ” shall have the meaning set forth in Section 2.01(a) .

“ Preferred Stock ” shall have the meaning set forth in the Recitals to this Agreement.

“ Purchase ” shall have the meaning set forth in Section 2.01(a) .

“ Purchase Price ” shall have the meaning set forth in Section 2.01(a) .

“ Related Agreements ” means the Certificate of Designations, the Investor Rights Agreement and any other agreements between or among the Company, the Investor and any of their respective Affiliates entered into to give effect to the transactions contemplated by this Agreement.

“ Representative ” means, with respect to any Person, the directors, officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives of such Person.

“ Revolving Facility ” shall have the meaning set forth in the Recitals to this Agreement.

“ SEC ” means the Securities and Exchange Commission.

“ SEC Reports ” means all reports, schedules, forms, statements and other documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated by reference therein.

“ Securities ” shall have the meaning set forth in the Recitals to this Agreement.

6

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Senior Bridge Facility ” shall have the meaning set forth in the Recitals to this Agreement.

“ Senior Facilities ” shall have the meaning set forth in the Recitals to this Agreement.

“ Senior Notes ” shall have the meaning set forth in the Recitals to this Agreement.

“ Series A Preferred Stock ” shall have the meaning set forth in the Recitals to this Agreement.

“ Series B Preferred Stock ” shall have the meaning set forth in the Recitals to this Agreement.

“ Significant Holder ” shall have the meaning set forth in the Recitals to this Agreement.

“ Subordinated Notes ” shall have the meaning set forth in Section 2.01(b) .

“ Subsidiary ” means, with respect to any Person, another Person, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than 50% of the equity interests of which) is owned directly or indirectly by such first Person.

“ Target ” shall have the meaning set forth in the Recitals to this Agreement.

“ Tender Documents ” shall have the meaning set forth in the Recitals to this Agreement.

“ Tender Effectiveness ” shall have the meaning set forth in the Recitals to this Agreement.

“ Term Facility ” shall have the meaning set forth in the Recitals to this Agreement.

“ Transaction Documents ” means this Agreement and the Related Agreements.

“ Transactions ” means the transactions contemplated by this Agreement and the Related Agreements.

7

“ Undertaking Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

ARTICLE II

Purchase and Sale

SECTION 2.01. Purchase and Sale . (a) On the terms and subject to the conditions set forth in this Agreement, subject to Section 2.01(b) , the Investor shall purchase and acquire from the Company an aggregate of the lesser of (i) 150,000 shares of Series A Preferred Stock and (ii) a number of shares of Series A Preferred Stock that equals (on an as-converted basis) 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing and, to the extent the number of shares of Series A Preferred Stock purchased by the Investor is less than 150,000, an aggregate number of shares of Series B Preferred Stock equal to the difference between 150,000 and the number of shares of Series A Preferred Stock purchased by the Investor (the “ Preferred Shares ”), and the Company shall issue, sell and deliver to the Investor, such number of Preferred Shares, for a purchase price per Preferred Share equal to $1,000; provided that in no event shall the number of shares of Series A Preferred Stock (on an as-converted basis) be in excess of 19.99% of the outstanding shares of the Company’s stock at the time of Closing (and, for the avoidance of doubt, to the extent that the number of shares of Series A Preferred Stock (on an as-converted basis) exceeds 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing, such number of shares of Series A Preferred Stock shall be reduced to that number of whole shares that constitutes less than 19.99% of the outstanding shares of the Company’s Common Stock at the time of Closing and any such reduction shall result in a commensurate increase in the number of shares of Series B Preferred Stock to be issued at the Closing). The aggregate purchase price of the Preferred Shares shall be up to $150,000,000 (the “ Purchase Price ”). The purchase of the Preferred Shares pursuant to this Section  2.01 is referred to as the “ Purchase ”.

(b) Alternative Closing . If at the time of the Closing the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, with respect to the purchase of the Preferred Shares has not expired or been earlier terminated or approval of the purchase of the Preferred Shares by the Federal Economic Competition Commission of Mexico has not been received, the Closing shall occur as provided for herein and subject to the terms and conditions provided for herein, provided that, upon the Closing the Investor shall purchase and acquire from the Company an aggregate of 33,000 shares of Series A Preferred Stock for a purchase price per share equal to $1,000 and an aggregate purchase price of $33,000,000 and the Investor shall purchase and acquire from the Company $117,000,000 in aggregate principal amount of subordinated PIK notes (with such amounts to be adjusted as required to correspond to changes in the applicable exchange rate between Mexican pesos and U.S. dollars between the date hereof and the Closing), on the terms and conditions set forth in the Proposed Subordinated Notes Terms attached as Exhibit D hereto (the “ Subordinated Notes ”), and the Company shall issue, sell and deliver to the Investor $117,000,000 in aggregate principal amount of Subordinated Notes at a purchase price equal to 100% of the

8

aggregate principal amount of Subordinated Notes (the “ Alternative Closing ”). In the event that the Alternative Closing shall occur (i) all references to the “ Purchase Price ,” “ Purchase ” and “ Preferred Shares ” shall be deemed modified to give effect to this paragraph and (ii) the Investor Rights Agreement shall be modified as agreed by the parties thereto to give effect to this paragraph.

SECTION 2.02. Closing . (a) The closing of the purchase by the Investor of the Preferred Shares (the “ Closing ”) shall take place at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, on the date the conditions set forth in Section  6.02 are satisfied, or at such other place, time and date as shall be agreed between the Company and the Investor (the “ Closing Date ”). The Closing shall be deemed to occur and be effective as of 12:01 a.m., New York City time, on the Closing Date.

(b) At the Closing, to effect the purchase and sale of the Preferred Shares, (i) the Investor shall pay to the Company, by wire transfer to a bank account designated in writing by the Company at least two Business Days prior to the Closing Date, in immediately available funds, the Purchase Price for the Preferred Shares, (ii) the Company shall deliver to the Investor evidence of the Preferred Shares in book entry, (iii) the Company shall duly adopt and caused to be filed with the Secretary of State of the State of Delaware the Certificate of Designations and any related filings, forms or applications, (iv) each of the Company and the Investor shall execute and deliver to the other the Investor Rights Agreement, (v) the Company shall take all actions reasonably necessary to implement the provisions of Section 1(a)(ii) of the Investor Rights Agreement and to cause the Board, effective as of the Closing, to be composed as set forth therein and (vi) the Company shall perform in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing, to the extent not complied with prior to the Closing.

ARTICLE III

Representations and Warranties of the Company

Except as set forth in the Company SEC Documents the Company represents and warrants to the Investor as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation and warranty is made as of such date) that:

SECTION 3.01. Organization; Standing . (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and corporate authority necessary to carry on its business as it is now being conducted except (other than with respect to the Company’s due organization and valid existence) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company is duly licensed or qualified to do business and is in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or good standing necessary, except where the

9

failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. True and complete copies of the Company Charter Documents (as amended to the date hereof) are included in the Company SEC Documents.

(b) Each of the Company’s Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the Laws of the jurisdiction of its organization, except where the failure to be so organized, existing or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. Each of the Company’s Subsidiaries is duly licensed, qualified to do business and in good standing (where such concept is recognized under applicable Law) in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing, qualification or good standing necessary, except where the failure to be so licensed, qualified or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.02. Capitalization . (a) The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (“ Company Preferred Stock ”), of which any shares of Series A Preferred Stock, par value $0.01 per share, and any shares of Series B Preferred Stock, par value $0.01 per share, to be issued to the Investor pursuant to this Agreement will be authorized as of the Closing Date. At the close of business on March 31, 2017, 2017 (the “ Capitalization Date ”), (i) 24,898,375 shares of Common Stock were issued and outstanding, (ii) 1,449,048 shares of Common Stock were held by the Company in its treasury, (iii) 2,084,800 shares of Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, (iv) 231,625 shares of Common Stock were subject to outstanding Options, and (iv) no shares of Company Preferred Stock were issued or outstanding. Since the Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has (A) issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company Securities or dividends paid thereon, other than in connection with the vesting, settlement or exercise of the Options referred to above that were outstanding as of the Capitalization Date or as expressly contemplated by this Agreement, or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of the Company’s capital stock.

(b) Except as described in Section  3.02(a) , as of the Capitalization Date, there were no (i) outstanding shares of capital stock of, or other equity or voting interests in, the Company, (ii) outstanding securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, (iii) outstanding options, warrants, stock appreciation rights, phantom stock rights, rights or other commitments or agreements to acquire from the Company or any Subsidiary, or that obligate the Company or any Subsidiary to issue, any capital stock of, or other equity or voting interests (or voting debt) in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Company, or

10

(iv) obligations of the Company or any Subsidiary to grant, extend or enter into any subscription, warrant, right, convertible or exchangeable security or other similar agreement or commitment relating to any capital stock of, or other equity or voting interests in, the Company (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as “ Company Securities ”). Except with respect to the Company Stock Plans, there are no outstanding agreements of any kind which obligate the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Company Securities, or obligate the Company to grant, extend or enter into any such agreements relating to any Company Securities, including any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any Company Securities. None of the Company or any Subsidiary of the Company is a party to any stockholders’ agreement, voting trust agreement, registration rights agreement or other similar agreement or understanding relating to any Company Securities or any other agreement relating to the disposition, voting or dividends with respect to any Company Securities. All outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. The Preferred Shares and the Conversion Shares will be, when issued, duly authorized and validly issued, fully paid and nonassessable and issued in compliance with all applicable federal and state securities Laws, and such shares will not be issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right, and will be free and clear of all Liens, except restrictions imposed by the Securities Act and any applicable state securities Laws. The Preferred Shares and the Conversion Shares, if and when issued, will have the terms and conditions and entitle the holders thereof to the rights set forth in the Company Charter Documents, as amended by the Certificate of Designations. The shares of Common Stock issuable upon conversion of the Preferred Shares have been duly reserved for issuance.

(c) All of the outstanding shares of capital stock of, or other equity or voting interests in, each material Subsidiary of the Company (except for directors’ qualifying shares or the like) are owned directly or indirectly, beneficially and of record, by the Company free and clear of all Liens. Each outstanding share of capital stock of each material Subsidiary of the Company, which is held, directly or indirectly, by the Company, is duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights, and, except as set forth in the Transaction Documents, there are no subscriptions, options, warrants, rights, calls, contracts or other commitments, understandings, restrictions or arrangements relating to the issuance, acquisition, redemption, repurchase or sale of any shares of capital stock or other equity or voting interests of any material Subsidiary of the Company, including any right of conversion or exchange under any outstanding security, instrument or agreement, any agreements granting any preemptive rights, subscription rights, anti-dilutive rights, rights of first refusal or similar rights with respect to any securities of any Subsidiary of the Company.

SECTION 3.03. Authority; Noncontravention ; Voting Requirements . (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the Related Agreements and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery

11

and performance by the Company of this Agreement and the Related Agreements, and the consummation by it of the Transactions, have been duly authorized and approved by the Board, and, except for filing the Certificate of Designations with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the Related Agreements and the consummation by it of the Transactions. This Agreement has been, and the Related Agreements will be on the Closing Date, duly executed and delivered by the Company and, assuming due authorization, execution and delivery hereof and thereof by the Investor, this Agreement constitutes, and the Related Agreements will on the Closing Date constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

(b) Neither the execution and delivery of this Agreement nor any of the Related Agreements by the Company, nor the consummation by the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of (A) the Company Charter Documents or (B) any similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section  3.04 are obtained prior to the Closing Date and the filings referred to in Section  3.04 are made, (x) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would constitute a violation or default) under any of the terms, conditions or provisions of any material loan or credit agreement, debenture, note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or other agreement, arrangement or understanding (each, a “ Contract ”) to which the Company or any of its Subsidiaries is a party or accelerate any obligations or rights under or give a right of termination of (whether or not with notice, lapse of time or both) any such Contract, (y) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to the Company or any of its Subsidiaries or (z) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, except, in the case of clause (ii) , as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

SECTION 3.04. Governmental Approvals . Except for (a) the filing of the Certificate of Designations with the Secretary of State of the State of Delaware pursuant to the DGCL, (b) the approval of the Conversion Shares for listing on NYSE, subject to official notice of issuance, and (c) the filing with the SEC of such current reports and other documents, if any, required to be filed with the SEC under the Exchange Act or Securities Act in connection with the Transactions, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Entity or any stock market or stock exchange on which shares of Common Stock are listed for trading are necessary for the execution and delivery of this Agreement and the Related Agreements by the Company, the performance by the Company of its obligations

12

hereunder and thereunder and the consummation by the Company of the Transactions, other than such consents, approvals, filings, licenses, permits, authorizations, declarations or registrations the failure of which to obtain, make or give, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 3.05. Company SEC Documents; Undisclosed Liabilities . (a) The Company has filed with the SEC, on a timely basis, all required reports, schedules, forms and other documents by the Company with the SEC pursuant to the Securities Act or the Exchange Act since January 1, 2014 (collectively, the “ Company SEC Documents ”). As of their respective SEC filing date, the Company SEC Documents complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date hereof, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted, or will have omitted, to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the certifications and statements relating to the Company SEC Documents required by: (A) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (B) 18 U.S.C. §1350 (Section 906 of the Sarbanes Oxley Act) is accurate and complete, and complies as to form and content with all applicable Laws.

(b) The consolidated financial statements of the Company (including all related notes or schedules) included or incorporated by reference in the Company SEC Documents (i) complied, as of their respective dates of filing with the SEC, in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) present fairly, in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods covered thereby (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments), and(iii) have been prepared in all material respects in accordance with GAAP (except, in the case of unaudited quarterly financial statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods covered thereby (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X).

(c) Neither the Company nor any of its Subsidiaries has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto) except liabilities (i) reflected or reserved against in the balance sheet (or the notes thereto) of the Company and its Subsidiaries as of December 25, 2016 (the “ Balance Sheet Date ”) included in the Company SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as expressly contemplated by this Agreement or otherwise incurred in connection with the Transactions or (iv) as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

13

(d) The Company has established and maintains, and at all times since December 11, 2014 has maintained, disclosure controls and procedures and a system of internal controls over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Since January 1, 2014, neither the Company nor, to the Company’s knowledge, the Company’s independent registered public accounting firm, has identified or been made aware of any “significant deficiency” or “material weakness” (as defined by the Public Company Accounting Oversight Board) in the design or operation of the Company’s internal controls over financial reporting which would reasonably be expected to adversely affect in any material respect the Company’s ability to record, process, summarize and report financial data, in each case which has not been subsequently remediated. The Company is, and has been at all times since January 1, 2014, in compliance in all material respects with the applicable listing requirements and corporate governance rules and regulations of NYSE, and has not received any notice asserting any non-compliance with the listing requirements of NYSE.

SECTION 3.06. No Broker . Except for fees payable to Evercore Partners Inc. (which fees are payable by the Company), no agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s, finder’s, financial advisor’s or any other commission or similar fee, or the reimbursement of expenses in connection therewith, in connection with any of the Transactions based upon arrangements made by, or on behalf of, the Company or any of its Subsidiaries.

SECTION 3.07. Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and listed on NYSE, and the Company has taken no action designed to (or which, to the knowledge of the Company, is reasonably likely to) have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from NYSE, nor has the Company received, as of the date hereof, any notification that the SEC or NYSE is contemplating terminating such registration or listing.

SECTION 3.08. Investment Company Act . The Company is not, and immediately after receipt of payment for the Preferred Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.09. No Rights Agreement . The Company is not party to a stockholder rights agreement, “poison pill” or similar antitakeover agreement or plan and no takeover statutes currently in effect in any jurisdiction in which the Company operates are applicable.

SECTION 3.10. Illegal Payments; FCPA Violations . During the past five (5) years, none of the Company, any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, agent or employee of the Company or any of its Subsidiaries has: (i) in violation of any Anticorruption Law, paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of the Company, any payment or gift given to any person acting in an official capacity for any Governmental Entity, to any political party or official thereof, or to any candidate for

14

political office (each, a “ Government Official ”) with the purpose of (w) influencing any act or decision of such Government Official in his official capacity; (x) inducing such Government Official to perform or omit to perform any activity related to his legal duties; (y) securing any improper advantage; or (z) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, in each case, in order to assist the Company or its Affiliates in obtaining or retaining business for or with, or in directing business to, the Company or its Affiliates; (ii) made any illegal contribution to any political party or candidate; (iii) intentionally established or maintained any unrecorded fund or asset or made any false entries on any books or records for any purpose; (iv) taken any action that would violate the U.S. Foreign Corrupt Practices Act (the “ FCPA ”), the UK Bribery Act 2010 or any other applicable anti-bribery or anti-corruption law under any applicable jurisdictions (collectively, “ Anticorruption Laws ”); or (v) paid, caused to be paid, agreed to pay, or offered, directly or indirectly, in connection with the business of the Company, any bribe, kickback or other similar payment or gift to any supplier or customer in violation of an Anticorruption Law. The Company has not received any notice alleging any such violations or conducted any internal investigation with respect to any actual, potential or alleged violation of Anticorruption Laws.

SECTION 3.11. Economic Sanctions . The Company and its Subsidiaries are not in contravention of and, during the past five (5) years, have not engaged in any conduct sanctionable under U.S. economic sanctions laws, including laws administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, 31 C.F.R. Part V, the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act, the Iran Threat Reduction and Syria Human Rights Act, the Iran Freedom and Counter-Proliferation Act of 2012, and any executive order issued pursuant to any of the foregoing.

SECTION 3.12. Compliance with Money Laundering Laws . The operations of the Company and its Subsidiaries are and, during the past five years, have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “ Money Laundering Laws ”) and no Action by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

SECTION 3.13. Tender Documents . Attached hereto as Exhibit C is a true, accurate and complete form of the Tender Documents, as agreed by the parties thereto as of the execution and delivery of this Agreement.

15

ARTICLE IV

Representations and Warranties of the Investor

The Investor represents and warrants to the Company:

SECTION 4.01. Organization and Authority . The Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite limited partnership power and authority to carry on its business as presently conducted.

SECTION 4.02. Authorization; Enforceability . The Investor has all requisite corporate, limited liability company or other power and authority to execute and deliver this Agreement and the Investor Rights Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the Investor Rights Agreement by the Investor and the consummation of the Transactions, and compliance with the provisions of this Agreement and the Investor Rights Agreement, by the Investor have been duly authorized by all necessary action on the part of the Investor. This Agreement has been and, as of the Closing Date, the Investor Rights Agreement will be, duly executed and delivered by the Investor and, assuming the due authorization, execution and delivery hereof and thereof by the Company, constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, subject, as to enforceability, to the Bankruptcy and Equity Exception.

SECTION 4.03. No Conflict . The execution and delivery by the Investor of this Agreement and, as of the Closing Date, the Investor Rights Agreement do not and will not, and the consummation of the Transactions and compliance with the provisions of this Agreement and the Investor Rights Agreement will not, conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any right or benefit on the part of any third party under, or result in the creation of any Lien upon any of the properties or assets of the Investor under (i) the organizational or governing documents of the Investor or (ii) assuming that the authorizations, consents and approvals referred to in Section  4.04 are obtained prior to the Closing Date and the filings referred to in Section  4.04 are made, (A) any term, condition or provision of any Contract to which the Investor or any of its Affiliates is a party or by which any of its properties or assets are bound and that is material to the business of the Investor and its Affiliates, taken as a whole, (B) any Law that is material to the Investor and its Affiliates, taken as a whole, or (C) any judgment, permit, concession, grant or franchise, in each case, applicable to the Investor or any of its Affiliates or any of its properties or assets, other than, in the case of clause (ii) above, any such conflicts, violations, breaches, defaults, rights, losses or Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on the Investor’s ability to consummate the Transactions.

SECTION 4.04. Government Filings . Except for the filing by the Company of the Certificate of Designations with the Secretary of State of the State of

16

Delaware pursuant to the DGCL, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Entity is necessary for the execution and delivery of this Agreement and the other Transaction Documents by the Investor, the performance by the Investor of its obligations hereunder and thereunder and the consummation by the Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Investor’s ability to consummate the Transactions.

SECTION 4.05. Purchase for Investment . The Investor acknowledges that the Preferred Shares will not have been registered under the Securities Act or under any state or other applicable securities laws. The Investor (a) acknowledges that it is acquiring the Preferred Shares (and the Conversion Shares) pursuant to an exemption from registration under the Securities Act solely for investment and for the Investor’s own account, not as nominee or agent, and with no present intention or view to distribute any of the Preferred Shares (or the Conversion Shares) to any Person in violation of the Securities Act, (b) will not sell or otherwise dispose of any of the Preferred Shares or the Conversion Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable state securities laws, (c) is knowledgeable, sophisticated and experienced in financial and business matters, has previously invested in securities similar to the Preferred Shares and the Conversion Shares, fully understands the limitations on transfer and the restrictions on sales of such Preferred Shares and Conversion Shares and is able to bear the economic risk of its investment and afford the complete loss of such investment and (d) is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act).

SECTION 4.06. No Other Company Representations or Warranties . Except for the representations and warranties expressly set forth in Article III and such representations and warranties set forth in the other Transaction Documents, the Investor hereby acknowledges that neither the Company nor any of its Subsidiaries, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company or any of its Subsidiaries or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects, including with respect to any information provided or made available to the Investor or any of its Representatives or any information developed by the Investor or any of its Representatives.

SECTION 4.07. Arm ’ s Length Transaction . The Investor is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Transactions. Additionally, without limiting the representations and warranties of the Company in Article III, the Investor (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) shall be responsible for making its own independent investigation and appraisal of the Transactions.

17

SECTION 4.08. Private Placement Consideration . The Investor understands and acknowledges that: (a) its representations and warranties contained herein are being relied upon by the Company as a basis for availing itself of such exemption and other exemptions under the securities Laws of all applicable states and for other purposes, (b) no U.S. state or federal agency has made any finding or determination as to the fairness of the terms of the sale of the Preferred Shares or any recommendation or endorsement thereof and (c) the Preferred Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under applicable securities Laws such Preferred Shares (and the Conversion Shares) may be resold without registration under the Securities Act only in certain limited circumstances.

SECTION 4.09. No Broker . No agent, broker, investment banker, financial advisor or other firm or Person is or will be entitled to any broker’s, finder’s, financial advisor’s or any other commission or similar fee, or the reimbursement of expenses in connection therewith, in connection with any of the Transactions based upon arrangements made by, or on behalf of, the Investor or any of its Affiliates or any of their respective officers, directors, employees or agents.

SECTION 4.10. Financial Capability . The Investor currently has capital commitments sufficient to, and on each Closing Date will have available funds necessary to, consummate each Closing on the terms and conditions contemplated by this Agreement.

ARTICLE V

Additional Agreements

SECTION 5.01. Conduct of the Business . (a) Except as otherwise contemplated by this Agreement or the other Transaction Documents, as required by applicable Law, from the date hereof to the Closing, unless the Investor otherwise consents thereto in writing (such consent not to be unreasonably withheld), the Company and its Subsidiaries shall conduct their respective businesses in all material respects in the ordinary course of business consistent with past practice and shall use commercially reasonable efforts consistent with past practice to preserve the relationships of the Company and its Subsidiaries with their respective material customers, material suppliers, employees, consultants, contractors and others having material relationships with the Company and such Subsidiaries and maintain the business operations, organization and goodwill of the Company.

(b) Without limiting the generality of Section 5.01(a) , except as otherwise expressly required by this Agreement, or, solely with respect to clause (v)  below, as required by applicable Law, from the date hereof to the

18

Closing, unless the Investor otherwise consents thereto in writing, the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly:

(i) establish a record date for, declare, set aside for payment or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company, other than the Company’s regular quarterly cash dividend on the Common Stock of up to $0.18 per share of Common Stock per quarter with record and payment dates consistent with the quarterly record and payment dates in 2016;

(ii) redeem, repurchase or otherwise acquire any of the Company’s capital stock or other equity or voting interests, or any rights, warrants or options to acquire any shares of its capital stock or other equity or voting interests of the Company or any of its Subsidiaries, other than repurchases of capital stock in the ordinary course of business pursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof;

(iii) amend the Company Charter Documents (other than filing the Certificate of Designations as provided hereunder), the committee charter of the Compensation Committee of the Board or any corporate governance policy of the Company pertaining to members of the Board, in each case in a manner that would affect the Investor in an adverse manner as a holder of the Preferred Shares;

(iv) authorize, issue, split, combine, subdivide or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, or other equity or voting interests of the Company other than (A) the authorization and issuance of the Preferred Shares in accordance with this Agreement and the Certificate of Designations and any Conversion Shares and (B) issuances of capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company in the ordinary course of business pursuant to any Company Plan (or agreement thereunder) in effect as of the date hereof;

(v) change any of the methods of accounting, accounting practices or policies in any material respect of the Company or any of its Subsidiaries, other than such changes as required by GAAP or a Governmental Entity;

(vi) merge or consolidate the Company or any of its Subsidiaries with any Person;

(vii) (A) file, or consent by answer or otherwise to the filing against the Company or any of its Subsidiaries of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, insolvency, reorganization, moratorium or other similar Law of any jurisdiction, (B) make an assignment for the benefit of the creditors of the Company or any of its Subsidiaries, (C) consent to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any of its Subsidiaries or with respect to any substantial part of its or their property, (D) dissolve, liquidate or wind up the Company or (E) take any corporate action for the purpose of any of the foregoing;

19

(viii) (A) acquire, in a single transaction or a series of related transactions, any business or Person, by merger or consolidation, purchase of assets, properties, claims or rights or equity interests, or by any other manner, for an aggregate purchase price (when taken together with all such acquisitions) in excess of $100 million, other than the acquisition of the Target;

(ix) take any action that causes, or would reasonably be expected to cause, the Common Stock to cease to be eligible for listing on NYSE; or

(x) agree, authorize, resolve or recommend, whether in writing or otherwise, to do, or take any action reasonably likely to lead to or result in, any of the foregoing.

SECTION 5.02. Public Announcements . The Company and the Investor agree that the initial public announcement by the parties or any of their Affiliates of the execution and delivery of this Agreement and the transactions contemplated hereby shall be in such form or forms as shall be mutually agreed by the Company and the Investor. Subject to each party’s disclosure obligations imposed by Law or the rules of any stock exchange upon which its securities are listed or any similar organization (in which case the party required to make the communication, release or announcement shall allow the other party reasonable time to comment thereon in advance of such release or public disclosure), neither the Company nor the Investor will make (a) any public news release or other public disclosure or (b) any other written widespread communication or general disclosure to any employees, suppliers, consultants, contractors or other persons with whom such party has material relationships, in each case with respect to the Transaction Documents or the transactions contemplated thereby, without receiving the other’s consent (which consent shall not be unreasonably withheld) to such communication or the communication plan with respect thereto. Notwithstanding the foregoing, the Investor and its Affiliates shall be entitled to communicate in the ordinary course and in a non-public manner with their respective investors and financing sources relating to the Transaction Documents and the transactions contemplated thereby, in each case subject to customary confidentiality obligations between the Investor and such other Persons.

20

SECTION 5.03. Access to Information; Confidentiality Agreement . Subject to applicable Law and any confidentiality arrangements in favor of any third party, from the date hereof until the Closing, the Company shall, and shall cause each of its Subsidiaries to, afford the Investor and its Representatives reasonable access upon reasonable advance request by the Investor and during normal business hours during the period prior to the earlier of the Closing and the termination of this Agreement to (i) all their respective properties, assets, books, records, agreements, permits, documents, information, officers and employees (in each case, excluding, without limiting the foregoing, information and materials protected by any attorney-client or other similar doctrine or privilege or by data privacy Laws) and (ii) such additional financial and operating data and other information regarding the Company (or copies thereof) as the Investor may from time to time reasonably request; provided that (x) such access shall not unreasonably disrupt the operations of the Company or its Subsidiaries and (y) the Company shall not be required to disclose any privileged information of the Company.

SECTION 5.04. Reasonable Best Efforts .

(a) Subject to the terms and conditions set forth in this Agreement, each of the Company and the Investor shall, and shall cause its Affiliates to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties hereto in doing, all things necessary, proper or advisable to ensure that the conditions set forth in Article  VI are satisfied, and to consummate the Transactions as promptly as practicable, including, using reasonable best efforts to contest (i) any Action brought, or threatened to be brought, by any Governmental Entity seeking to enjoin, restrain, prevent, prohibit or make illegal the consummation of any of the Transactions or to impose any terms or conditions in connection with the Transactions and (ii) any judgment that enjoins, restrains, prevents, prohibits or makes illegal the consummation of any of the Transactions or imposes any terms or conditions in connection with the Transactions. Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as the other party or parties may reasonably request to consummate or implement the Transactions or to evidence such events or matters.

SECTION 5.05. Corporate Action . At any time that any Preferred Shares are outstanding, the Company shall from time to time take all lawful action within its control to cause the authorized capital stock of the Company to include a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion requirements of all of the Preferred Shares then outstanding.

SECTION 5.06. Adjustment of Conversion Price or Conversion Shares . If any occurrence since the date of this Agreement until the Closing Date would have resulted in an adjustment to the Conversion Price or the number of Conversion Shares (each as defined in the Certificate of Designations) pursuant to the Certificate of Designations if the Preferred Shares had been issued and outstanding since the date of this Agreement, the Company shall adjust the Conversion Price or the number of Conversion Shares, effective as of the Closing, in the same manner as would have been required by the Certificate of Designations if the Preferred Shares had been issued and outstanding since the date of this Agreement.

21

SECTION 5.07. NYSE Listing of Shares . To the extent the Company has not done so prior to the date of this Agreement, the Company shall promptly apply to cause the Conversion Shares to be approved for listing on NYSE, subject to official notice of issuance. At or prior to the Closing, the Company shall take all lawful action within its control to cause shares of Common Stock issuable upon conversion of the Preferred Shares at the Conversion Price (as defined in the Certificate of Designations) specified in the Certificate of Designations (after giving effect to any adjustment thereto in accordance with Section  5.06 hereof) to have been approved for listing on NYSE, subject to official notice of issuance.

SECTION 5.08. Use of Proceeds . The Company shall use the proceeds from the issuance and sale of the Preferred Shares (a) to fund the consummation of the Offer and (b) to pay any costs, fees and expenses incurred by it in connection with the Transactions.

SECTION 5.09. Expenses . Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that the Company shall, at the earliest of (i) the Closing and (ii) 11:59 p.m., New York City time, September 30, 2017 (the “ Outside Date ”); (including in the event that Closing shall not have occurred, including as a result of the termination of this Agreement), reimburse the Investor for its and its Affiliates’ reasonable and documented out-of-pocket third-party costs and expenses incurred in connection with the Transactions (including travel expenses and the fees and expenses of consultants, legal counsel, accountants and financial advisors in connection therewith); provided further that the maximum amount of such costs and expenses to be reimbursed by the Company shall not exceed $500,000 in the aggregate.

SECTION 5.10. Investor Rights Agreement; Board Composition .

(a) At the Closing, the Company and the Investor shall enter into, execute and deliver to each other the Investor Rights Agreement.

(b) At the Closing, the Company shall take all actions reasonably necessary to implement the provisions of Section 1(a)(ii) of the Investor Rights Agreement and to cause the Board, effective as of the Closing, to be composed as set forth therein.

SECTION 5.11. Anti-takeover Laws . The Company shall ensure that the Transactions shall not have the effect of causing Section 203 of the DGCL any relevant corporate takeover statute or other similar statute or Laws to be applicable to the Transactions and, to the extent there is such a statute, to take all actions required to exempt the Transactions from such statutes or Laws.

22

SECTION 5.12. Notification of Certain Matters . Notwithstanding anything else herein to the contrary, the Company and Investor shall give prompt written notice to the other of (a) any notice or other communication from any Person alleging that any consent, waiver or approval from, or notification requirement to, such Person is or may be required in connection with the Transactions and (b) all effects, changes, events and occurrences arising subsequent to the date of this Agreement which could reasonably be expected to result in any breach of a representation or warranty or covenant of the Company in this Agreement that would, if occurring or continuing on the Closing Date, cause any of the conditions set forth in Article VI not to be satisfied.

SECTION 5.13. Debt Financing . At or prior to the Closing, the Company shall consummate the Debt Financing and the funding thereof in accordance with the terms thereof and of the Credit Agreement.

SECTION 5.14. Tax Treatment . Absent a change in Law or a contrary determination (as defined in Section 1313(a) of the Code), unless otherwise required by applicable Law (as reasonably determined by a party hereto), the parties (a) agree not to treat the Preferred Shares (based on their terms as set forth in the Certificate of Designations, as in effect on the date hereof) as “preferred stock” within the meaning of Section 305 of the Code or as described in Treasury Regulation Section 1.305-5 (each as in effect on the date hereof) for United States federal income tax and withholding tax purposes and (ii) shall not take any position for such tax purposes inconsistent with such treatment.

ARTICLE VI

Effectiveness and Conditions to Closing

SECTION 6.01. Effectiveness . This Agreement will be effective and enforceable in accordance with its terms upon receipt by the parties of an executed counterpart of this Agreement by each party hereto and the satisfaction of each of the following conditions (the “ Effective Date ”):

(a) the Investor’s receipt of the following, each of which shall be originals, facsimiles or copies in .pdf format (followed promptly by originals):

(b) the representations and warranties of the Company set forth in Article  III hereof shall be true and correct (without giving effect to any limitation or qualification as to “materiality” or “Material Adverse Effect” set forth in such representations and warranties) as of the Effective Date (except to the extent that any such representation or warranty speaks to an earlier date, in which case such representation or warranty shall so be true and correct as of such earlier date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material Adverse Effect.

23

SECTION 6.02. Conditions to the Obligations of the Company and the Investor . The obligations of the Company and the Investor to effect the Transactions are subject to the satisfaction on or prior to the Closing Date of the following conditions:

(a) all conditions in Section 6.01 shall have been satisfied; and

(b) the Tender Effectiveness shall have occurred.

ARTICLE VII

Termination; Survival

SECTION 7.01. Termination . In the event that (i) the Closing does not occur on or before the Outside Date or (ii) the Tender Letter of Credit has been terminated (for reasons other the the Tender Effectiveness and the funding of the commitments under the Senior Facilities and the Senior Bridge Facilities (or the issuance of any Senior Notes in lieu thereof)), then this Agreement and each party’s obligations hereunder shall automatically terminate unless the Investor shall, in its discretion, agree in writing to an extension.

SECTION 7.02. Effects of Termination . In the event of the termination of this Agreement as provided for in Section  7.01 , this Agreement shall forthwith become wholly void and of no further force and effect without any liability or obligation on the part of the Company or the Investor, except that the Confidentiality Agreement and the provisions of Section  5.09 , this Section  7.02 and Article  VIII (other than Section  8.04 ) shall survive any termination of this Agreement; provided further that the termination of this Agreement shall not relieve any party hereto from any liability for any intentional breach by a party of the terms and provisions of this Agreement.

SECTION 7.03. Survival . All of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The representations and warranties made herein shall survive for twelve (12) months following the Closing Date and shall then expire; provided that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representation or warranty to the extent that any good faith allegation of such inaccuracy or breach is made in writing prior to such expiration by a Person entitled to make such claim pursuant to the terms and conditions of this Agreement; and provided further that all representations and warranties contained in this Agreement shall survive until the resolution of a pending claim in the event a claim surrounding such representation or warranty has been brought before the expiry thereto pursuant to this provision. For the avoidance of doubt, claims may be made with respect to the breach of any representation, warranty or covenant until the applicable survival period therefor as described above expires.

24

SECTION 7.04. Limitation on Damages . Notwithstanding any other provision of this Agreement, except in the case of fraud or intentional and willful breach, no party shall have any liability to the other in excess of the Purchase Price, and no party shall be liable for any speculative, special or punitive damages with respect to this Agreement.

SECTION 7.05. Non-Recourse . This Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto, including entities that become parties hereto after the date hereof or that agree in writing for the benefit of the Company to be bound by the terms of this Agreement applicable to the Company, and, subject only to the specific contractual provisions hereof, no former, current or future equityholders, controlling persons, directors, officers, employees, agents or Affiliates of any party hereto or any former, current or future equityholder, controlling person, director, officer, employee, general or limited partner, member, manager, advisor, agent or Affiliate of any of the foregoing (each, a “ Non-Recourse Party ”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Notices . All notices, requests, permissions, waivers or other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand or sent by facsimile sent, postage prepaid, by registered, certified or express mail or overnight courier service and shall be deemed given when so delivered by hand, by facsimile (which is confirmed), or if mailed, three days after mailing (one Business Day in the case of express mail or overnight courier service) to the parties at the following addresses or facsimiles (or at such other address or facsimile for a party as shall be specified by like notice):

(a) If to the Company:

Superior Industries International, Inc.

26600 Telegraph Road, Suite 400

Southfield, Michigan 48033

Attn: Kerry A. Shiba

Fax: (248) 352-6989

Email: kshiba@supind.com

25

with a copy to (which copy alone shall not constitute notice):

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, IL 60601-9703

Attn: Bruce A. Toth, Esq.

Fax: (312) 558-5700

Email: btoth@winston.com

(b) If to the Investor:

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attention:        Office of General Counsel

                c/o Mark Robilotti

Facsimile:       (817) 871-4001

with a copy to (which copy alone shall not constitute notice):

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention:        Richard Aftanas

Facsimile:       (212) 446-4900

SECTION 8.02. Amendments, Waivers, etc. This Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the party against whom such amendment or waiver shall be enforced. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, shall not constitute a waiver by such party of its right to exercise any such other right, power or remedy or to demand such compliance.

SECTION 8.03. Counterparts and Facsimile . This Agreement may be executed in two or more identical counterparts (including by facsimile or electronic transmission), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and, subject to Section 6.01, shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered (by facsimile, electronic transmission or otherwise) to the other party.

26

SECTION 8.04. Further Assurances . Each party hereto shall execute and deliver after the Closing such further certificates, agreements and other documents and take such other actions as any other party hereto may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and to consummate or implement the Transactions.

SECTION 8.05. Governing Law; Specific Enforcement; Submission to Jurisdiction; Waiver of Jury Trial . (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made and to be performed entirely within such state, without regard to the conflicts of law principles of such state.

(b) The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, in each case without proof of damages or otherwise (and each party hereto hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(c) Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any state or federal court within the State of Delaware), for the purposes of any Action or other proceeding arising out of this Agreement and the rights and obligations arising hereunder, and irrevocably and unconditionally waives any objection to the laying of venue of any such Action or proceeding in any such court, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action or proceeding has been brought in an inconvenient forum. Each party hereto agrees that service of any process, summons, notice or document by registered mail to such party’s respective address set forth in Section  8.01 shall be effective service of process for any such Action or proceeding.

(d) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, CLAIM OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, CLAIM OR OTHER PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT

27

AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION  8.05(d) .

SECTION 8.06. Interpretation . When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The word “or” shall not be exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if”. The words “made available to the Investor” and words of similar import refer to documents delivered in person or electronically to the Investor prior to the date hereof. All references to “$” mean the lawful currency of the United States of America. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Except as specifically stated herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Except as otherwise specified herein, references to a Person are also to its successors and permitted assigns. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

SECTION 8.07. Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the greatest extent possible.

SECTION 8.08. No Third-Party Beneficiaries . Except as provided in Section  7.05 or Section 5.03(c) , this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing expressed or referred to in this Agreement will be

28

construed to give any Person, other than the parties to this Agreement and such permitted assigns, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement, whether as third party beneficiary or otherwise.

SECTION 8.09. Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that the Investors may assign their respective rights under this Agreement and the Related Agreements, in whole or in part, to any of their respective Affiliates without the prior written consent of the Company; provided that such Investor will remain liable for all of its obligations under this Agreement; provided further that the Company may grant a security interest in all of its right, title and interest in and to this Agreement in favor of the Tender Issuing Bank pursuant to the Reimbursement Agreement as collateral security for its obligations thereunder.

SECTION 8.10. Acknowledgment of Securities Laws . The Investor hereby acknowledges that it is aware, and that it will advise its Affiliates and Representatives who are provided material non-public information concerning the Company or its securities, that the United States securities Laws prohibit any Person who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communication of such information to any other Person under circumstances in which it is reasonably foreseeable that such Person is likely to purchase or sell such securities.

SECTION 8.11. Entire Agreement . This Agreement (including the Exhibits hereto), together with the other Transaction Documents, constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties, with respect to the subject matter hereof and thereof.

[Remainder of page intentionally left blank]

29

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[ Signature page to Investment Agreement ]

IN WITNESS WHEREOF, the parties hereto have executed this Investment Agreement as of the day and year first above written.

[ Signature page to Investment Agreement ]

EXHIBIT A

FORM OF CERTIFICATE OF DESIGNATIONS

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

SERIES A PERPETUAL CONVERTIBLE PREFERRED STOCK

AND

SERIES B PERPETUAL CONVERTIBLE PREFERRED STOCK

OF

SUPERIOR INDUSTRIES INTERNATIONAL, INC.

(Pursuant to Section 151 of the

Delaware General Corporation Law)

Superior Industries International, Inc., a corporation organized and existing under the laws of the State of Delaware (the “ Corporation ”), hereby certifies that, pursuant to authority vested in the Board of Directors of the Corporation by Article Four of the Certificate of Incorporation of the Corporation (the “ Certificate of Incorporation ”), the following resolutions were adopted on [●], 2017 by the Board of Directors of the Corporation (the “ Board ”) pursuant to Section 151 of the Delaware General Corporation Law:

“RESOLVED that, pursuant to authority vested in the Board of Directors of the Corporation by Article Four of the Certificate of Incorporation, out of the total authorized number of 1,000,000 shares of preferred stock, par value $0.01 per share, there shall be designated a series of [●] shares which shall be issued in and constitute a single series to be known as the Series A Perpetual Convertible Preferred Stock (the “ Series A Preferred Stock ” and a series of [●] shares which shall be issued in and constitute a single series to be known as the Series B Perpetual Convertible Preferred Stock (the “ Series B Preferred Stock ” and, together with the Series A Preferred Stock, the “ Preferred Stock ”). The shares of Preferred Stock shall have the voting powers, designations, preferences and other special rights, and the qualifications, limitations and restrictions thereof, set forth below:

1.     Certain Definitions .

As used in this Certificate of Designations, Preferences and Rights of Series A Perpetual Convertible Preferred Stock and Series B Perpetual Convertible Preferred Stock of Superior Industries International, Inc. (the “ Certification of Designations ”), the following terms shall have the respective meanings set forth below:

“ Affiliate ”, means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by, or under direct or indirect common control with, such specified Person; provided that the Corporation and its subsidiaries shall not be deemed to be Affiliates of any Holder or any of their Affiliates. For the purposes of this definition, “ control ”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing.

“ Approved Stock Plan ” means any employee benefit plan, equity incentive plan or other issuance, employment agreement or option grant or similar agreement which has been approved by the Board, pursuant to which the Corporation’s securities may be issued to any employee, consultant, officer or director for services provided to the Corporation. For the avoidance of doubt, Approved Stock Plan shall include all shares reserved for issuance pursuant to such Approved Stock Plan, and any increases to such share reserve that occur automatically or by stockholder approval on or after the Closing Date.

“ Bloomberg ” means Bloomberg Financial Markets and its successors.

“ Board ” means the board of directors of the Corporation.

“ Business Day ” means any day except a Saturday, a Sunday or other day on which the U.S. Securities and Exchange Commission or banking institutions in New York, New York are authorized or required by law, regulation or executive order to be closed.

“ Closing Date ” means the date of the initial closing of the purchase and sale of Preferred Stock pursuant to Section [2.02] of the Investment Agreement.

“ Closing Price ” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price, of shares of Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal United States securities exchange or automated quotation system on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a United States securities exchange or automated quotation system, the last quoted bid price for the Common Stock in the over-the-counter market as reported by OTC Market Group, Inc. or any similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by an Independent Financial Advisor retained by the Corporation for such purpose.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Corporation, including the stock into which the Preferred Stock is convertible, and any securities into which the Common Stock may be reclassified.

“ Common Stock Equivalents ” means any securities of the Corporation or its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“ Conversion Price ” means $28.162, subject to adjustment as provided herein.

-2-

“ Conversion Rate ” means, as of any date, the rate determined by dividing the Stated Value by the Conversion Price in effect on such date.

“ Conversion Shares ” means the shares of Common Stock into which the Preferred Stock is convertible.

“ Convertible Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

“ Current Market Price ” means, for each share of Common Stock as of any applicable record date for any issuance, distribution, dividend or other action, the arithmetic average of the VWAP per share of Common Stock for each of the thirty (30) consecutive full Trading Days ending on the Trading Day before the record date with respect to such issuance, distribution, dividend or other action, as the case may be, appropriately adjusted to take into account the occurrence during such period of any event described in Section  9 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

“ Excluded Securities ” means: (i) capital stock, Options or Convertible Securities issued to directors, officers, employees or consultants of the Corporation in connection with their service as directors of the Corporation, their employment by the Corporation or their retention as consultants by the Corporation pursuant to an Approved Stock Plan in existence on the date immediately preceding the Closing Date, (ii) shares of Common Stock issued upon the conversion or exercise of Options or Convertible Securities that were issued and outstanding on the date immediately preceding the Closing Date, provided such securities are not amended after the Closing Date to increase the number of shares of Common Stock issuable thereunder or to lower the exercise or conversion price thereof, (iii) securities issued pursuant to the Investment Agreement and securities issued upon the exercise or conversion of those securities or in respect of any dividends on such securities and (iv) shares of Common Stock issued or issuable by reason of a dividend, stock split or other distribution on shares of Common Stock (but only to the extent that such a dividend, split or distribution results in an adjustment in the Conversion Price pursuant to the other provisions of this Certificate of Designations).

“ Fair Market Value ” means: (i) with respect to any asset constituting cash or cash equivalents, the amount of such cash or cash equivalents, and (ii) with respect to any security or other property (other than cash or cash equivalents), the fair market value of such security or other property, as determined by board of directors of the Corporation or an authorized committee thereof, in each case acting in good faith, (x) after consultation with an Independent Financial Advisor, as to any security or other property with a Fair Market Value of less than $10,000,000, or (y) after receipt of a valuation opinion from an Independent Financial Advisor in all other cases.

“ Holder ” or “ Holders ” means the holder or holders of the Preferred Stock.

“ Independent Financial Advisor ” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing; provided , however , that such firm or consultant is not an Affiliate of the Corporation and is reasonably acceptable to the Required Holders.

-3-

“ Investment Agreement ” means that certain investment agreement, dated on or about March [22], 2017, by and among the Corporation and the investor party thereto.

“ Investor Rights Agreement ” means that certain investor rights agreement, dated on or about [●], 2017, by and among the Corporation and the investor(s) party thereto.

“ Junior Securities ” means the Common Stock and all other Common Stock Equivalents of the Corporation other than Parity Stock or those securities which are explicitly senior to the Preferred Stock in dividend rights or liquidation preference.

“ Liquidation Preference ” means an amount per share equal to the greater of (i) the Stated Value plus any accrued and unpaid dividends and (ii) such amount as would have been payable had all shares of Preferred Stock been converted into Common Stock immediately prior to a Liquidation.

“ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

“ Option Value ” means the value of an Option based on the Black and Scholes Option Pricing model obtained from the “OV” function on Bloomberg determined as of the day prior to the public announcement of the applicable Option for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of the applicable Option as of the applicable date of determination, (ii) an expected volatility equal to the greater of (a) 100% and (b) the 100-day volatility obtained from the “HVT” function on Bloomberg as of the day immediately following the public announcement of the issuance of the applicable Option, (iii) the underlying price per share used in such calculation shall be the highest Weighted Average Price of the Common Stock on any Trading Day during the period beginning on the day prior to the execution of definitive documentation relating to the issuance of the applicable Option and ending on the day of the public announcement of such issuance and (iv) a 360-day annualization factor.

“Parity Stock” means any class or series of Capital Stock hereafter authorized that expressly ranks on a parity basis with the Preferred Stock as to dividend rights, rights of redemption and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation. “Parity Stock” shall include the Series B Preferred Stock and any rights, options or warrants exercisable or exchangeable for or convertible into Parity Stock.

“ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, an association, joint stock company, an estate, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

“ Principal Market ” means the New York Stock Exchange.

-4-

“ Redemption Right Event ” means the occurrence of any of the following events: (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Corporation, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of Common Stock representing more than 50% of the voting securities of the Corporation or the Corporation otherwise becomes aware of such ownership; (ii) the consummation of (a) any recapitalization, reclassification or change of the Common Stock (other than a change only in par value, from par value to no par value or from no par value to par value, or changes resulting from a subdivision or combination of Common Stock) as a result of which the Common Stock would be converted into, or exchanged for, or represent solely the right to receive, cash, stock, other securities, other property or assets or (b) any share exchange, consolidation or merger of the Corporation pursuant to which the Common Stock will be converted into, or exchanged for, or represent solely the right to receive, cash, stock, other securities, other property or assets; (iii) the Corporation sells all or substantially all of its assets; (iv) the stockholders of the Corporation approve or the Corporation otherwise adopts any plan or proposal for the liquidation, dissolution or winding-up of the Corporation; or (v) the Common Stock ceases to be listed on any of the New York Stock Exchange, the NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors) or another U.S. national securities exchange.

“ Redemption Value ” means a price per share of Preferred Stock equal to (a) for any redemption occurring prior to [●] ¹ , the product of the Stated Value and 1.75 and (b) for any redemption occurring on or after [●] ² , the greater of (x) the product of the Stated Value and 2.00 and (y) an amount equal to the number of shares of Common Stock such share of Preferred Stock is convertible into at the time of such redemption multiplied by the Current Market Price.

“ Required Holders ” means, as of any date, the holders of at least a majority of the Preferred Stock outstanding as of such date.

“ Stated Value ” means $1,000.00 per share, plus the sum of any Preferred Dividends paid in the form of an increase in the Stated Value of such share, plus the sum of all accumulated and unpaid Preferred Dividends and Participating Dividends.

“ Stockholder Approval ” means all approvals, if any, of the stockholders of the Corporation required for the removal of the Conversion Cap in compliance with the Rule 312.03 of the New York Stock Exchange Listed Company Manual or any successor rule.

“ Trading Day ” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded; provided that “ Trading Day ” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

-5-

“ VWAP ” per share of Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg (or, if Bloomberg ceases to publish such price, any successor service reasonably chosen by the Corporation) page “[●]” (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on such Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Day determined, using a volume-weighted average method, by an Independent Financial Advisor retained by the Corporation for such purpose).

2.     Dividends .

(a)    From and after the Closing Date, each Holder of Preferred Stock, in preference and priority to the holders of all other classes or series of stock, shall be entitled to receive, with respect to each share, or fraction of a share, of Preferred Stock then outstanding and held by such Holder, dividends accruing on a daily basis, commencing from the date of issuance of such share of Preferred Stock, at the rate of nine percent (9%) per annum of the Stated Value per whole share (or proportion thereof with respect to fractional shares) of such series of Preferred Stock (plus any accrued and unpaid dividends) (the “ Preferred Dividends ”); provided that each Holder of Series B Preferred Stock, in preference and priority to the holders of all other classes or series of stock, shall be entitled to receive, with respect to each share, or fraction of a share, of Series B Preferred Stock then outstanding and held by such Holder, dividends accruing on a daily basis, commencing from the date of issuance of such share of Series B Preferred Stock, at the rate of eleven percent (11%) per annum if Stockholder Approval is not obtained on or prior to the date that is 120 days after the Closing Date. The Preferred Dividends shall be cumulative, whether or not earned or declared, shall compound quarterly and shall be paid quarterly in arrears on the last day of March, June, September and December in each year, commencing [●], 2017. For the avoidance of doubt, dividends shall accrue daily on the Stated Value of each share of Preferred Stock as such Stated Value is increased by any payment of Preferred Dividends pursuant to the immediately succeeding sentence. The Preferred Dividends shall be paid, at the option of the Corporation, in the form of cash or an increase in the Stated Value of the Preferred Stock, or any combination thereof.

(b)    In the event that the Corporation shall at any time pay a dividend on or make a distribution in respect of the Common Stock in cash or any other class or series of capital stock of the Corporation, the Corporation shall, at the same time and on the same terms, pay or distribute to each Holder a dividend (or distribution) equal to the dividend that would have been payable to such Holder if the shares, or fraction of a share, of Preferred Stock held by such Holder had been converted into Common Stock on the date of determination of holders of Common Stock entitled to receive such dividend or distribution (the “ Participating Dividends ”).

(c)    Except as otherwise provided herein, if at any time the Corporation pays less than the total amount of dividends then accumulated with respect to the Preferred Stock, such payment shall be distributed pro rata among the Holders entitled thereto based upon the Stated Value on all shares of Preferred Stock held by each such Holder.

-6-

3.     Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”), after the satisfaction in full of the debts of the Corporation, the Holders of the Preferred Stock shall receive from the net assets of the Corporation, before any distribution or payment shall be made to the holders of any Junior Securities, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full, the greater of (a) the Liquidation Preference multiplied by the number of shares of Preferred Stock held by such Holders and (b) the per share amount of all cash, securities and other property (such securities or other property having a value equal to its fair market value as reasonably determined by the Board) that would be distributed in respect of the Common Stock such Holder would have received had it converted such Preferred Stock immediately prior to the date fixed for such Liquidation. The Corporation shall mail written notice of any such Liquidation not less than 45 days prior to the payment date stated therein, to each Holder. For the avoidance of doubt, subsections (i) , (ii) , (iii) and (v)  of the definition of Redemption Right Event shall not be deemed a Liquidation.

4.     Right of the Holders to Convert .

(a)    At any time from and after the Closing Date, each Holder shall have the right, at such Holder’s option, subject to the conversion procedures set forth in Section 8(a) , to convert each share of such Holder’s Preferred Stock at any time into that number of shares of Common Stock (or, in the case of Series B Preferred Stock, into that number of shares of Series A Preferred Stock and then converted into that number of shares of Common Stock) determined by dividing (i) the sum of (x) the Stated Value of such share of Preferred Stock and (y) any accrued and unpaid dividends by (ii) the Conversion Price. The right of conversion may be exercised as to all or any portion of such Holder’s Preferred Stock from time to time;  provided  that, in each case, no right of conversion may be exercised by a Holder in respect of fewer than [1,000] shares of Preferred Stock (unless such conversion relates to all shares of Preferred Stock held by such Holder). Notwithstanding anything herein to the contrary, prior to the receipt of any applicable Stockholder Approval, the Preferred Stock shall not, under any circumstances, be convertible into more than 19.99% of the number of shares of Common Stock outstanding immediately prior to the Closing Date (subject to proportionate adjustment as described herein) in connection with such conversion (such limitation, the “ Conversion Cap ”).

(b)    Any shares of Common Stock issued upon conversion of Preferred Stock (i) shall be duly authorized, validly issued, fully paid and nonassessable, (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (iii) shall be approved for listing on the New York Stock Exchange if shares of Common Stock generally are so listed (or another U.S. national securities exchange on which the Common Stock is then listed).

5.     Mandatory Conversion by the Corporation .

(a)    The Corporation shall have the right, at its option, to cause all, but not less than all, of the outstanding shares of the Preferred Stock to be converted into consideration equal to the consideration the Holder would have received upon a conversion effected pursuant to

-7-

Section  4 if, for the period of 30 consecutive Trading Days ending on the Trading Day preceding the date on which the Corporation sends a Notice of Mandatory Conversion, the VWAP of the Common Stock exceeds a 200% premium of the Conversion Price of the Preferred Stock (collectively, a “ Mandatory Conversion ”).

(b)    In order to effect a Mandatory Conversion, the Corporation shall send, by overnight courier, to the Holders as they appear in the records of the Corporation a notice of such conversion (such notice, a “ Notice of Mandatory Conversion ”). The Conversion Date for such Mandatory Conversion shall be a date selected by the Corporation and shall be no less than ten (10) Business Days and no greater than twenty (20) Business Days after the date on which the Corporation provides such Notice of Mandatory Conversion. In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion shall state, as appropriate:

(i)    the Conversion Date for the Mandatory Conversion; and

(ii)    the Conversion Price as in effect on the date of the Notice of Mandatory Conversion and the number of shares of Common Stock to be issued upon conversion of each share of Preferred Stock.

(c)    Any shares of Common Stock issued upon conversion of Preferred Stock (i) shall be duly authorized, validly issued, fully paid and nonassessable, (ii) shall rank pari passu with the other shares of Common Stock outstanding from time to time and (iii) shall be approved for listing on the New York Stock Exchange if shares of Common Stock generally are so listed (or another U.S. national securities exchange on which the Common Stock is then listed).

(d)    Subject to and in accordance with the provisions of this Section 5, immediately following receipt of the Stockholder Approval (the date thereof, the “ Automatic Conversion Date ”), each share of Series B Preferred Stock or corresponding fraction thereof will automatically convert into one share of Series A Preferred Stock or corresponding fraction thereof (the “ Automatic Conversion ”).

(e)    The Corporation shall notify the Holders of Series B Preferred Stock of the Automatic Conversion promptly following the Automatic Conversion Date, but in no event more than two Business Days thereafter, by delivery of written notice to such Holders and shall update the Register, effective as of the Automatic Conversion Date, to reflect the shares of Series A Preferred Stock held by such Holders as a result of the Automatic Conversion and shall, as promptly as practicable, but in no event more than two Business Days thereafter, issue and deliver or cause to be issued and delivered to each such Holder one or more certificates representing the number of validly issued, fully paid and non-assessable shares of Series A Preferred Stock to which such Holder shall be entitled.

6.     Redemption at Option of the Corporation. The Corporation may, at its option, redeem, in whole at any time all shares of Preferred Stock at the time outstanding, by delivery of written notice to each Holder (the “ Corporation Redemption Notice ”) at least thirty (30) days prior to the proposed date of redemption (the “ Corporation Redemption Date ”) set forth in the Corporation Redemption Notice, at a redemption price to paid in cash for each share of Preferred Stock redeemed equal to the then applicable Redemption Value.

-8-

7.     Redemption at Option of Holder .

(a)    Upon the occurrence of any Redemption Right Event or on or after [●] ³ , any Holder may, upon notice to the Corporation, require that the Corporation redeem all or part of the shares of Preferred Stock at the time held by such Holder, by delivery of written notice to the Corporation (the “ Redemption Request ”) at least thirty (30) days prior to the proposed date of redemption (the “ Redemption Date ”) set forth in the Redemption Request, at a redemption price to paid in cash for each share of Preferred Stock redeemed equal to the then applicable Redemption Value.

(b)    Promptly following receipt of a Redemption Request under Section 7(a) and no later than twenty (20) days prior to a Redemption Date contemplated thereby, the Corporation shall mail a notice of optional redemption by first-class mail, postage prepaid to each Holder (other than the Holder(s) who submitted the applicable Redemption Request), which notice shall state the applicable Redemption Date and the applicable Redemption Value. Any Holder may then, in its sole discretion, exercise its redemption right (without waiver of any other redemption rights herein) with respect to all or any portion of the shares of Preferred Stock (the “ Redemption Securities ”) beneficially owned by such Holder by delivery to the Corporation of a written notice no less than five (5) days prior to the applicable Redemption Date stating (x) that such Holder is exercising the right of redemption described herein and (y) the number of shares of the Redemption Securities with respect to which such Holder is exercising its redemption right.

(c)    Upon a Redemption pursuant to Section  6 or this Section  7 , the Corporation shall pay the applicable Redemption Value in cash on the later of (i) the Corporation Redemption Date or Redemption Date, as applicable and (ii) upon the receipt of surrender of the certificates, if any, representing the shares of Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so reasonably require, and letters of transmittal and instructions therefor on reasonable terms as are included in the notice sent by the Corporation); provided that if such certificates are lost, stolen or destroyed, the Corporation may require the applicable Holder to execute an agreement reasonably satisfactory to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith, prior to paying such Redemption Value.

(d)    Shares of Preferred Stock to be redeemed on the Corporation Redemption Date or Redemption Date, as the case may be, will from and after the Corporation Redemption Date or Redemption Date, no longer be deemed to be outstanding; and all powers, designations, preferences and other rights of the holder thereof as a holder of shares of Preferred Stock (except the right to receive from the Corporation the applicable Redemption Value) shall cease and terminate with respect to such shares; provided that in the event that a share of Preferred Stock is not redeemed due to a default in payment by the Corporation or because the Corporation is

-9-

otherwise unable to pay the applicable Redemption Value in cash in full, such share of Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights as provided herein.

(e)    Any redemption of shares of Preferred Stock pursuant to Section  6 or Section  7 (such redemption, the “ Redemption ”) shall be payable out of any cash legally available therefor. At the time of the Redemption, the Corporation shall take all actions required or permitted under Delaware law to permit the Redemption and to make funds legally available for such Redemption. To the extent that the Corporation has insufficient funds to redeem all of the shares of Preferred Stock upon the Redemption, the Corporation shall use available funds to redeem a pro rata portion of such shares of Preferred Stock, to the extent permissible under Delaware law.

8.     Conversion Procedures and Effect of Conversion .

(a)     Conversion Procedure . A Holder must do each of the following in order to convert shares of Preferred Stock pursuant to this  Section 8(a) : (i) in the case of a conversion pursuant to  Section 4(a) , complete and manually sign the conversion notice in the form attached hereto as Exhibit A (the “ Conversion Notice ”) (which Conversion Notice may be conditioned on the completion of a Redemption Right Event or other corporate transaction as specified in such Conversion Notice), and deliver such notice to the Corporation; (ii) deliver to the Corporation the certificate or certificates (if any) representing the shares of Preferred Stock to be converted; (iii) if required, furnish appropriate endorsements and transfer documents; and (iv) if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Corporation pursuant to Section 14 . The foregoing clauses (ii), (iii) and (iv) shall be the only conditions applicable to the Holders in respect of the issuance of shares of Common Stock to the Holders in the event of a Mandatory Conversion pursuant to  Section 5 .

The “ Conversion Date ” means (A) with respect to conversion of any shares of Preferred Stock at the option of any Holder pursuant to  Section 4(a) , the date on which such Holder complies with the procedures in this Section 8(a) , (B) with respect to a Mandatory Conversion pursuant to Section 5(a) , the Mandatory Conversion Date and (C) with respect to an Automatic Conversion pursuant to Section 5(d) , the Automatic Conversion Date.

(b)     Effect of Conversion.  Effective immediately prior to the close of business on the Conversion Date applicable to any shares of Preferred Stock, Preferred Dividends and Participatory Dividends thereon shall no longer accrue or be declared on any such shares of Preferred Stock, and on conversion, such shares of Preferred Stock shall cease to be outstanding.

(c)     Record Holder of Underlying Securities as of Conversion Date.  The Person or Persons entitled to receive the Common Stock or Series A Preferred Stock, as applicable, issuable upon conversion of Preferred Stock on a Conversion Date shall be treated for all purposes as the record holder(s) of such shares of Common Stock or Series A Preferred Stock, as applicable, as of the close of business on such Conversion Date. As promptly as practicable on or after the Conversion Date and compliance by the applicable Holder with the relevant procedures contained in Section 8(a)  (and in any event no later than three (3) Trading Days thereafter), the Corporation shall issue the number of whole shares of Common Stock or

-10-

Series A Preferred Stock, as applicable, issuable upon conversion. Such delivery of shares of Common Stock or Series A Preferred Stock, as applicable, shall be made, at the option of the Corporation, in certificated form or by book-entry. Any such certificate or certificates shall be delivered by the Corporation to the appropriate Holder on a book-entry basis or by mailing certificates evidencing the shares to the Holders at their respective addresses as set forth in the Conversion Notice (in the case of a conversion pursuant to Section 4(a) ) or in the records of the Corporation (in the case of a Mandatory Conversion or Automatic Conversion). In the event that a Holder shall not by written notice designate the name in which shares of Common Stock or Series A Preferred Stock, as applicable, to be delivered upon conversion of shares of Preferred Stock should be registered, or the manner in which such shares should be delivered, the Corporation shall be entitled to register and deliver such shares in the name of the Holder and in the manner shown on the records of the Corporation.

(d)     No Fractional Shares . No fractional shares of Common Stock shall be issued upon conversion of the Preferred Stock into Common Stock. In the event a fractional share of Common Stock would be issued on conversion, the number of shares of Common Stock to be issued shall be rounded down to the nearest whole share.

9.     Adjustment of Conversion Price . The Conversion Price and the number of Conversion Shares shall be adjusted from time to time as follows:

(a)    If and whenever on or after the Closing Date, the Corporation issues or sells, or in accordance with this Section  9 is deemed to have issued or sold, any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Corporation, but excluding shares of Common Stock deemed to have been issued by the Corporation in connection with any Excluded Securities (the “ Additional Shares ”) for a consideration per share (the “ New Issuance Price ”) less than a price (the “ Applicable Price ”) equal to the Conversion Price in effect immediately prior to such issue or sale or deemed issuance or sale (the foregoing a “ Dilutive Issuance ”), then immediately after such Dilutive Issuance, the Conversion Price then in effect shall be reduced to a price determined as follows:

where

“A” equals the number of shares of Common Stock outstanding, including the Additional Shares deemed to be issued hereunder, immediately preceding the Dilutive Issuance;

“B” equals the Conversion Price in effect immediately preceding such Dilutive Issuance;

“C” equals the number of Additional Shares issued or deemed issued hereunder as a result of the Dilutive Issuance; and

“D” equals the aggregate consideration, if any, received or deemed to be received by the Corporation upon such Dilutive Issuance.

-11-

For purposes of determining the adjusted Conversion Price under this Section 9(a) , the following shall be applicable:

(i)     Issuance of Options . If the Corporation in any manner grants any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the granting or sale of such Option for such price per share. For purposes of this Section 9(a)( i ) , the “lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion, exercise or exchange of such Convertible Securities issuable upon exercise of any such Option” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such Option less any consideration paid or payable by the Corporation with respect to such one share of Common Stock upon the granting or sale of such Option, upon exercise of such Option and upon conversion exercise or exchange of any Convertible Security issuable upon exercise of such Option. No further adjustment of the Conversion Price or number of Conversion Shares shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise of such Options or upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities.

(ii)     Issuance of Convertible Securities . If the Corporation in any manner issues or sells any Convertible Securities and the lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Corporation at the time of the issuance or sale of such Convertible Securities for such price per share. For the purposes of this Section 9(a)(ii) , the “lowest price per share for which one share of Common Stock is issuable upon the conversion, exercise or exchange thereof” shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Corporation with respect to one share of Common Stock upon the issuance or sale of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security less any consideration paid or payable by the Corporation with respect to such one share of Common Stock upon the issuance or sale of such Convertible Security and upon conversion, exercise or exchange of such Convertible Security. No further adjustment of the Conversion Price or number of Conversion Shares shall be made upon the actual issuance of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities, and if any such issue or sale of such Convertible Securities is made upon exercise of any Options for which adjustment of the Preferred Stock has been or is to be made pursuant to other provisions of this Section 9(a) , no further adjustment of the Conversion Price or number of Conversion Shares shall be made by reason of such issue or sale.

-12-