Recapitalization Support Agreement between Superior Industries International, Inc. and Consenting Term Loan Lenders (July 8, 2025)

“Ad Hoc Term Loan Lender Group” means the ad hoc group of certain holders of Term Loan Obligations represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP.

“Administrative Agent” means Oaktree Fund Administration, LLC, as administrative agent under the Existing Credit Agreement.

“Affiliate” means “Affiliate” as defined in the Merger Agreement.

“Alternative Transaction” means any new money investment, restructuring, reorganization, merger, amalgamation, acquisition, consolidation, dissolution, winding up, assignment for the benefit of creditors, debt investment, equity investment, joint venture, partnership, sale, plan proposal, liquidation, tender offer, recapitalization, plan of reorganization, share exchange, business combination, or similar transaction involving the Company or the debt, equity, or other interests in any one or more Company Party that, in each case, is not the Transaction. For the avoidance of doubt, the Merger shall not constitute an Alternative Transaction.

“Board” means the board of directors of Superior.

“Bridge Loan Obligations” means, without duplication, (a) the “Obligations” as defined in the Existing Credit Agreement solely related to the Amendment No. 2 Delayed Draw Term Loans and (b) any incremental “Obligations” as defined in and under the Existing Credit Agreement incurred by the Company with respect to additional Amendment No. 2 Delayed Draw Term Loans or any other tranche of Loans under the Existing Credit Agreement following the Support Effective Date.

“Business Day” means any day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, NY are authorized or required by law or executive order to close.

“Certificate of Designations” means “Certificate of Designations” as defined in the TPG Voting Agreement.

“Claim” means a “claim,” as defined in section 101(5) of the Bankruptcy Code, as against the Company Parties.

“Collateral Agent” means JPMorgan Chase Bank, N.A., as collateral agent under the Existing Credit Agreement.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Plan in the Chapter 11 Cases and, as applicable, approving the Disclosure Statement and Solicitation, that is reasonably acceptable to the Requisite Consenting Term Loan Lenders.

“Consenting Parties” means, collectively, the Consenting Term Loan Lenders and, solely during the TPG Support Period, TPG.

“Consenting Party Advisors” means, collectively, the Consenting Term Loan Lender Advisors and, solely during the TPG Support Period, TPG Counsel.

“Consenting Term Loan Lender Advisors” means, collectively, (i) the Consenting Term Loan Lender Counsel and (ii) Riveron RTS, LLC, as financial advisor to the Ad Hoc Term Loan Lender Group.

“Consenting Term Loan Lender Counsel” means Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Ad Hoc Term Loan Lender Group.

“DIP Financing” shall mean “DIP Facility” as such term is defined in the Recapitalization Term Sheet.

“DIP Obligations” shall mean “DIP Facility Claims” as such term is defined in the Recapitalization Term Sheet.

“DIP Orders” shall mean (i) the interim order authorizing the Debtors’ use of cash collateral and approving the DIP Financing (if any) and (ii) the final order authorizing the Debtors’ use of cash collateral and approving the DIP Financing (if any), in each case reasonably acceptable to the Requisite Consenting Term Loan Lenders.

“Disclosure Statement” means the disclosure statement in respect of the Plan, including all exhibits and schedules thereto.

“Disclosure Statement Order” means the order approving the Disclosure Statement and the Solicitation Materials that is reasonably acceptable to the Requisite Consenting Term Loan Lenders.

“Effective Time” means (i) the time at which all conditions to the effectiveness of the Plan (in the event that the Transaction is implemented through a Chapter 11 Structure) have been satisfied or waived in accordance with the terms thereof and the Plan is consummated or (ii) the “Effective Time,” as such term is defined in the Merger Agreement (in the event that the Transaction is implemented through an Out-of-Court Structure).

“Entity” means an “entity,” as defined in section 101(15) of the Bankruptcy Code.

“Existing Common Equity” means the shares of common stock, par value $0.01 per share, of Superior, issued and outstanding as of immediately prior to the Effective Time.

“Existing Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of August 14, 2024 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), by and among Superior, as borrower, the Administrative Agent, the Collateral Agent, and the lenders from time to time party thereto.

“Existing Credit Agreement Agents” means, collectively, the Administrative Agent and the Collateral Agent.

“Existing Preferred Equity” means the shares of preferred stock, par value $0.01 per share, of Superior, issued and outstanding as of immediately prior to the Effective Time.

“Existing Revolving Credit Agreement” means that certain Revolving Credit Agreement, dated as of December 15, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time), among Superior, as borrower, the other borrowers from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, collateral agent, lender and issuing bank, and the other lenders and issuing banks from time to time party thereto.

“Existing Revolving Credit Agreement Amendment” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Existing Revolving Credit Facility” means the revolving credit facility under the Existing Revolving Credit Agreement.

“First Day Pleadings” means the substantive “first day” pleadings, including all orders pursuant thereto, that the Debtors determine are necessary or desirable to file with the Bankruptcy Court to seek various relief in connection with the commencement of the Chapter 11 Cases, including the orders relating thereto.

“In-Court Preferred Shareholder Equity Distribution” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Interest” means any equity interest of the Company, including all ordinary shares, units, common stock, preferred stock, membership interest, partnership interest, or other instrument, evidencing any fixed or contingent ownership interest in the Company, whether or not transferable, including any option, warrant, or other right, contractual or otherwise, to acquire any such interest in the Company, that existed immediately prior to the Effective Time.

“Merger” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Merger Agreement” means the merger agreement attached hereto as Exhibit D (as may be amended, supplemented, or otherwise modified from time to time in accordance with the terms thereof).

“Merger Sub” means “Merger Sub” as defined in the Merger Agreement.

“New Equity” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“New Organizational Documents” means the forms of certificates of incorporation, certificates of formation, bylaws, limited liability company agreements, and other forms of organizational documents, as applicable, of Superior TopCo, which shall contain the terms set forth on the term sheet annexed hereto as Exhibit E (the “Governance Term Sheet”) in the event that the Transaction is implemented through the Out-of-Court Structure and shall contain substantially similar terms to those set forth on the Governance Term Sheet with any necessary conforming changes to account for the Chapter 11 Structure in the event that the Transaction is implemented through the Chapter 11 Structure.

“New Revolving Credit Facility” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Other Term Loan Obligations” means the “Obligations” as defined in the Existing Credit Agreement, other than those constituting Bridge Loan Obligations.

“Out-of-Court Milestones” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Out-of-Court Preferred Shareholder Equity Distribution” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Parent” means “Parent” as defined in the Merger Agreement.

“Permitted TPG Transfer” means a Transfer (as defined below) of any of TPG’s Claims or Interests, including the Owned Shares (as defined below), by TPG to an Affiliate of TPG, in each case other than any portfolio company of TPG, and provided that, in each case, (x) TPG gives the Company written notice no less than five (5) Business Days prior to the time of such Transfer stating the name and address of the transferee and identifying the Claims and/or Interests being transferred to the transferee and (y) such transferee executes a joinder (in substantially the form of the TPG Joinder) evidencing written agreement to be fully bound by the provisions hereof as if such transferee were an original signatory to the TPG Joinder.

“Plan” means, in the event that the Transaction is implemented through a Chapter 11 Structure, the prepackaged or prearranged chapter 11 plan of reorganization for the Debtors implementing the Transaction, including all appendices, exhibits, schedules, and supplements thereto, as may be modified from time to time in accordance with the terms hereof and thereof.

“Petition Date” means the date on which the Chapter 11 Cases, if any, are commenced.

“Qualified Marketmaker” means an Entity that (i) holds itself out to the public or the applicable private markets as standing ready in the ordinary course of business to purchase from customers and sell to customers Claims against or Interests in the Company Parties (or enter with customers into long and short positions in Claims against or Interests in the Company Parties), in its capacity as a dealer or marketmaker in Claims against or Interests in the Company Parties and (ii) is, in fact, regularly in the business of making a market in claims against or interests in issuers or borrowers (including debt securities or other debt).

“Recapitalization Term Sheet” shall have the meaning ascribed to it in the Recitals.

“Requisite Consenting Parties” means, as of the date of determination, the Requisite Consenting Term Loan Lenders and, solely during the TPG Support Period, TPG.

“Requisite Consenting Term Loan Lenders” means, as of the date of determination, the Required Lenders (as such term is defined in the Existing Credit Agreement).

“Restructuring Proceeding” means the appointment of an administrator, liquidator, provisional liquidator, bankruptcy or proposal trustee, receiver, administrative receiver, or similar officer in respect of any Company Party, or the winding up, liquidation, provisional liquidation, dissolution, administration, reorganization, composition, compromise, or arrangement of or with any Company Party, or any equivalent or analogous appointment or proceedings under the law of any other jurisdiction.

“Revolving Lenders” means the lenders party to the Existing Revolving Credit Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Solicitation Materials” means collectively, the Disclosure Statement and the related solicitation materials.

“Subject Contracts” means the Contracts set forth on Section 7.2(e) of the Company Disclosure Letter (each as defined in the Merger Agreement).

“Subscription Agreement” means that certain Subscription Agreement, by and between Superior and SUP Parent Holdings, LLC, a Delaware limited liability company.

“Superior TopCo” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Support Period” means the period commencing on the Support Effective Date and ending on the date on which this Agreement is terminated in accordance with Section 9.

“Take Back Term Loans” shall have the meaning ascribed to it in the Recapitalization Term Sheet.

“Term Loan Lenders” means the lenders party to the Existing Credit Agreement.

“Term Loan Obligations” means the Bridge Loan Obligations and the Other Term Loan Obligations.

“TPG” means TPG Growth III Sidewall, L.P.

“TPG Counsel” means Kirkland & Ellis LLP and Kirkland & Ellis International LLP.

“TPG Joinder Agreement” means the joinder agreement attached hereto as Exhibit C.

“TPG Joinder Effective Time” means the “Joinder Effective Time” as defined in the TPG Joinder Agreement.

“TPG Support Period” means the period commencing upon the TPG Joinder Effective Time and ending on the date on which this Agreement is terminated as to TPG in accordance with Section 9.

“TPG Voting Agreement” means that certain Voting and Support Agreement, by and between the Superior and TPG.

“Voting Deadline” means the deadline to submit votes to accept or reject the Plan.

“Weil” means Weil Gotshal & Manges LLP, as counsel to the Company Parties.

The definitive documents and agreements related to or otherwise utilized to implement, effectuate, or govern the Transaction (collectively, the “Definitive Documents”) shall include (i) the New Organizational Documents, (ii) all necessary documentation to effect the issuance of the New Equity, (iii) all necessary documentation to effect the conversion of such amount of Other Term Loan Obligations as set forth in the Recapitalization Term Sheet to Take Back Term Loans, (iv) all necessary documentation to effect the exchange of any Other Term Loan Obligations not converted to Take Back Term Loans for New Equity, (v) all necessary documentation to effect the conversion of the Bridge Loan Obligations (in the event that the Transaction is implemented through an Out-of-Court Structure) to Take Back Term Loans, (vi) all necessary documentation to effect the conversion of the DIP Obligations, if applicable (in the event that the Transaction is implemented through a Chapter 11 Structure) to Take Back Term Loans, if applicable, (vii) all necessary documentation to effect the amendment and restatement of the Existing Credit Agreement (or a new credit agreement) and all other necessary documentation to effect the issuance of the Take Back Term Loans, (viii) all necessary documentation to effect the Merger (in the event that the Transaction is implemented through an Out-of-Court structure), (ix) all necessary documentation to effect the retirement, cancelation, release, and extinguishment of the Existing Preferred Equity and the Existing Common Equity, respectively, (x) all necessary documentation to effect the exchange of the Existing Preferred Equity for the Out-of-Court Preferred Shareholder Equity Distribution (in the event that the Transaction is implemented through an Out-of-Court Structure) or the Chapter 11 Preferred Shareholder Equity Distribution (in the event that the Transaction is implemented through a Chapter 11 Structure), (xi) the TPG Voting Agreement and all other voting support agreements between the Company and holders of Existing Common Equity, (xii) the Subscription Agreement, (xiii) the Subject Contracts, (xiv) the Existing Revolving Credit Agreement Amendment, (xv) all necessary documentation to effect a New Revolving Credit Facility, as applicable, (xvi) all

The Definitive Documents not executed on or prior to the Support Effective Date or in a form attached to this Agreement shall, after the Support Effective Date, remain subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent in all respects with the terms of this Agreement and otherwise shall be in form and substance reasonably acceptable to the Company and to the Requisite Consenting Term Loan Lenders; provided, that, solely during the TPG Support Period, the provisions of the Definitive Documents specifying the Out-of-Court Preferred Shareholder Equity Distribution or the In-Court Preferred Shareholder Equity Distribution shall additionally be reasonably acceptable to TPG.

Commencement of Chapter 11 Cases; Chapter 11 Milestones.

Subject to the consent of the Requisite Consenting Term Loan Lenders, the Transaction shall be implemented through a Chapter 11 Structure if reasonably necessary or desirable to effectuate and consummate the Transaction, in the event that (A) the Merger Agreement has been terminated or (B) the Out-of-Court Milestones have not been satisfied by the Company or otherwise extended or waived in writing (with email among counsel being sufficient) by the Requisite Consenting Term Loan Lenders.

If the Merger Agreement has been terminated or the Company fails to satisfy an Out-of-Court Milestone during the Support Period and such milestone has neither been extended nor waived in writing (with email among counsel being sufficient) by the Requisite Consenting Term Loan Lenders, each Debtor shall file with the Bankruptcy Court a voluntary petition for relief under chapter 11 of the Bankruptcy Code and any and all other documents necessary to commence the Chapter 11 Cases by no later than the date that is fifteen (15) Business Days following the termination of the Merger Agreement or the Company’s failure to satisfy such Out-of-Court Milestone, respectively (the “Commencement Deadline”).

If the Transaction is implemented through a Chapter 11 Structure, the following milestones shall apply to this Agreement unless extended or waived in writing (with email among counsel being sufficient) by the Requisite Consenting Term Loan Lenders (the “Chapter 11 Milestones”):

In the event of prepackaged Chapter 11 Cases, no later than seven Business Days prior to the Petition Date, the Company shall commence the Solicitation;

In the event of prepackaged Chapter 11 Cases, no later than two Business Days prior to the Petition Date, the Company shall complete the Solicitation;

No later than the Commencement Deadline, the Petition Date shall have occurred;

In the event of prepackaged or prearranged Chapter 11 Cases, no later than one day after the Petition Date, the Debtors shall have filed the Plan, Disclosure Statement, and motion seeking approval of the DIP Financing, if applicable;

No later than five days after the Petition Date, the Bankruptcy Court shall have entered an interim DIP Order, if applicable;

No later than 30 days after the Petition Date, the Bankruptcy Court shall have entered a final DIP Order, if applicable; and

(1) In the event of prepackaged Chapter 11 Cases, no later than 60 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order and the Disclosure Statement Order, or (2) in the event of prearranged Chapter 11 Cases, no later than 60 days after the Petition Date, the Bankruptcy Court shall have entered the Disclosure Statement Order, and no later than 120 days after the Petition Date, the Bankruptcy Court shall have entered the Confirmation Order.

Voting; Support. Each Consenting Term Loan Lender (severally and not jointly) agrees that, for the duration of the Support Period applicable to such Consenting Term Loan Lender, such Consenting Term Loan Lender shall:

in the event that the Transaction is implemented through a Chapter 11 Structure, (A) timely vote or cause to be voted any and all of its Claims and Interests to accept the Plan, to the extent it is entitled to vote on the Plan, by delivering or causing to be delivered its duly authorized, executed, and completed ballot or ballots, and elect to opt in to or not opt out of, as applicable and to the extent it is permitted to make such an election under the Plan, the releases set forth in the Plan on a timely basis, and, in any event, in each case within four (4) Business Days following the later of

negotiate and cooperate in good faith with the other Parties with respect to the pursuit, approval, execution, delivery, implementation, and consummation of the Transaction, negotiate in good faith with the other Parties the form of Definitive Documents not executed or in a form attached to this Agreement as of the Support Effective Date, and execute and deliver the Definitive Documents (when in final form and to the extent it is required to be a party thereto);

use commercially reasonable efforts to timely take all actions, to the extent practicable and consistent with the terms of this Agreement, that are reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement,

not directly or indirectly, through any Entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Transaction or any action or agreement that could reasonably be expected to result in or constitute an Alternative Transaction;

not direct the Existing Credit Agreement Agents in relation to its Claims to take any action inconsistent with such Consenting Term Loan Lender’s obligations under this Agreement and, if any Existing Credit Agreement Agent in relation to its Claims takes any action inconsistent with such Consenting Term Loan Lender’s obligations under this Agreement, such Consenting Term Loan Lender shall use its commercially reasonable efforts to cause and direct (if reasonably requested by the Company) such Existing Credit Agreement Agent to cease, withdraw, and refrain from taking any such action;

not object to, or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede, the Transaction; and

to the extent any legal, structural or other impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; and

promptly provide written notice to the Company of a breach of this Agreement by any Party of which such Consenting Term Loan Lender has actual knowledge.

Transfers. Each Consenting Term Loan Lender agrees that, for the duration of the Support Period, such Consenting Term Loan Lender shall not tender, sell, transfer, exchange, encumber, loan, issue, pledge, hypothecate, assign, or otherwise dispose of (each, a “Transfer”), directly or indirectly, in whole or in part, any of its Claims or Interests, as applicable, or any option thereon or any right or interest therein or any other claims against or interests in the Company (including grant any proxies or powers of attorney, deposit any Claims against or Interests into a voting trust, or entry into a voting agreement with respect to any such Claims or Interests), unless the transferee thereof either (i) is a Consenting Term Loan Lender or (ii) at or before the time of such Transfer executes a joinder agreement, the form of which is attached hereto as Exhibit B (the “Joinder Agreement”), and agrees to be bound by all of the terms of this Agreement applicable to Consenting Term Loan Lenders (including with respect to any and all Claims, Interests, or other claims or interests it already may hold against or in the Company prior to such Transfer), and delivers an executed copy thereof within three (3) Business Days following the settlement of such Transfer to Weil and the Consenting Term Loan Lender Counsel, in which event (A) the transferee (including the Consenting Term Loan Lender transferee, if applicable) shall be deemed to be a Consenting Term Loan Lender hereunder to the extent of such transferred rights and obligations and (B) the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent of such transferred rights and obligations. Each Consenting Term Loan Lender agrees that any Transfer of any Claims or Interests that does not comply with the terms and procedures set forth herein shall be deemed void ab initio, and the Company and each other Consenting Term Loan Lender shall have the right to enforce the voiding of such Transfer. Notwithstanding anything to the contrary herein, a Consenting Term Loan Lender may Transfer its Claims or Interests to an entity that is acting in its capacity as a Qualified Marketmaker without the requirement that the Qualified Marketmaker become a Party; provided, however, that (x) in the event that the Transaction is implemented through a Chapter 11 Structure, such Qualified Marketmaker must Transfer such right, title, or interest by the earlier of five Business Days following its receipt thereof and, if received prior to the Voting Deadline, five Business Days prior to the Voting Deadline, (y) any subsequent Transfer by such Qualified Marketmaker of the right, title, or interest in such Claims or Interests is to a transferee that executes a Joinder Agreement in accordance with the foregoing clause (ii). Without limitation of the foregoing, if the Qualified Marketmaker fails to comply with this Section 6(b), such Qualified Marketmaker shall comply with the obligations of a Consenting Term Loan Lender under Section 6(a) of this Agreement.

Additional Claims and Interests. To the extent any Consenting Term Loan Lender (i) acquires additional Claims or Interests, (ii) holds or acquires any other claims or interests against the Company entitled to vote on the Plan, or (iii) Transfers any Claims or Interests as permitted by Section 6(b) hereof, then, in each case, such Consenting Term Loan Lender shall notify Weil and the Consenting Term Loan Lender Counsel within three (3) Business Days following such transaction. Each such Consenting Term Loan Lender agrees that such additional Claims, Interests, or other claims and interests shall be subject to this Agreement and the Recapitalization Term Sheet and that, for the duration of the Support Period applicable to such Consenting Term Loan Lender, it shall vote (or cause to be voted) any such additional Claims, Interests, or other claims or interests entitled to vote on the Plan (to the extent still held by it or on its behalf at the time of such vote) in a manner consistent with Section 6(a) hereof.

Additional Provisions Regarding the Consenting Term Loan Lenders’ Commitments. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement shall: (a) affect the ability of any Consenting Term Loan Lender to consult with any other Consenting Term Loan Lender, the Company Parties, or any other party in interest, including in any of the Chapter 11 Cases in event that the Transaction is implemented through a Chapter 11 Structure (including any official committee and the Office of the United States Trustee); (b) impair or waive the rights of any Consenting Term Loan Lender to assert or raise any objection permitted under this Agreement; (c) prevent any Consenting Term Loan Lender from enforcing this Agreement or any Definitive Document, including the DIP Orders and, in the case of the Consenting Term Loan Lenders, the Definitive Documents governing the DIP Financing (in each case in accordance therewith), or contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or any Definitive Document, including by filing an objection or initiating a contested matter or other proceeding with the Bankruptcy Court in the event that the Transaction is implemented through a Chapter 11 Structure, or exercising its rights or remedies reserved herein or in the Definitive Documents, including upon the occurrence and continuance of an “Event of Default” under the DIP Orders or, in the case of the Consenting Term Loan Lenders, the Definitive Documents governing the DIP Financing (in accordance with the DIP Orders and such Definitive Documents) in the event that the Transaction is implemented through a Chapter 11 Structure; (d) prevent any Consenting Term Loan Lender from taking any action that is required by applicable law (as determined by such Consenting Term Loan Lender in good faith after consultation with legal counsel, which may be internal counsel), provided, that if such Consenting Term Loan Lender proposes to take any action that is otherwise materially inconsistent with this Agreement and is reasonably expected to have an adverse impact on the Transaction in order to comply with applicable law, such

Covenants. Each of the Company Parties agrees that, for the duration of the Support Period, the Company shall:

use commercially reasonable efforts to (A) support the Transaction, as contemplated under this Agreement and the Recapitalization Term Sheet, (B) take any and all actions reasonably necessary to implement and consummate the Transaction in a timely manner, and take any and all actions reasonably necessary in furtherance of the Transaction, as contemplated under this Agreement and the Recapitalization Term Sheet, (C) negotiate in good faith and execute and deliver the Definitive Documents, and (D) subject to the terms of the Merger Agreement (in the event that the Transaction is implemented through an Out-of-Court Structure), obtain, file, submit, or register any and all required governmental, regulatory, and third-party approvals that are necessary for the consummation of the Transaction in consultation with the Consenting Term Loan Lenders;

subject to Section 31 hereof, not directly or indirectly (A) seek, solicit, support, propose, assist, encourage, vote for, consent to, enter, or participate in any discussion regarding the negotiation or formulation of an Alternative Transaction, (B) publicly announce its intention not to pursue the Transaction, or (C) object to, impede, delay, or take any other action that is

not execute any Definitive Document that is materially inconsistent with the terms of this Agreement unless such inconsistency has been approved in writing by the Requisite Consenting Term Loan Lenders (including by virtue of the execution of the same);

not amend, waive, or modify any Definitive Document or any provision thereof in any manner that is materially inconsistent with the terms of this Agreement unless such amendment, waiver, or modification has been approved in writing by the Requisite Consenting Term Loan Lenders (including by virtue of the execution of the same Definitive Document);

not file any Definitive Document, motion, or pleading with the Bankruptcy Court (in the event that the Transaction is implemented through a Chapter 11 Structure) or any other court (including any modifications or amendments thereof) that is materially inconsistent with this Agreement or is otherwise not in form and substance reasonably acceptable to the Requisite Consenting Term Loan Lenders;

following the termination of the Merger Agreement, comply with the covenants contained in Section 6.1 of the Merger Agreement (in each case, subject to the requirements, qualifications and limitations set forth therein or in the corresponding section of the Company Disclosure Letter), which shall be deemed incorporated herein by reference and shall survive any termination of the Merger Agreement for the duration of the Support Period, unless such compliance is waived by the Requisite Consenting Term Loan Lenders in their sole discretion;

not agree to or permit any termination, material amendment, replacement or other material modification of or supplement to, or waive any of its rights under the TPG Voting Agreement, and take all practically available action to enforce all of its rights under the TPG Voting Agreement;

in the event that the Transaction is implemented through a Chapter 11 Structure, (A) consult with the Consenting Term Loan Lenders as to the tax structure to be implemented with respect to the Transaction and (B) implement a tax structure for the Transaction that is tax efficient for the Consenting Term Loan Lenders and the Company;

as reasonably requested, confer with, and provide timely responses to all reasonable diligence requests sent to any of the Company Parties by the Consenting Term Loan Lenders or their respective representatives that are subject to confidentiality obligations with respect to the Company on a continuing and rolling basis during the Support Period, including with respect to (A) updates regarding the material business and financial performance of any of the Company Parties, including with respect to customer discussions and liquidity, (B) the status of obtaining any necessary or desirable authorizations from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body, exchange, or other third party, and (C) the general status and progress of the Transaction, including progress in relation to the documentation and negotiations of the Definitive Documents; provided, however, that (1) such requests shall be directed solely to the Company’s counsel, investment banker, or financial advisor, including the Company’s chief transformation officer, and (2) such requests shall be subject to applicable confidentiality obligations with respect to the Company;

maintain good standing and legal existence under the laws of the state or other jurisdiction in which each Company Party is incorporated, organized, or formed;

promptly provide written notice to the Consenting Parties and the Consenting Party Advisors of (A) any event or circumstance that has occurred or has failed to occur, or is reasonably likely to occur or fail to occur, of which the Company has actual knowledge, that would be reasonably likely to cause any condition precedent contained in this Agreement or any Definitive Document reasonably likely not to occur or become impossible to satisfy, (B) any event or circumstance that has occurred, or that is reasonably likely to occur, that would permit any Party to terminate, or that would result in the termination of, this Agreement, (C) any matter or circumstance that is, or is reasonably likely to be, a material impediment to the implementation or consummation of the Transaction, (D) a breach of this Agreement by any Party, (E) any representation or statement made by a Company Party under this Agreement having been, or proving to have been, incorrect or misleading in any material respect when made, (F) the receipt of any written notice from any governmental authority or third party alleging that the consent of such party is or may be required in connection with the transactions contemplated by the Transaction, or (G) receipt of any written notice of any proceeding commenced or, to the actual knowledge of the Company, threatened against the Company relating to or involving or otherwise affecting in any material respect the transactions contemplated by this Agreement or the Transaction, including any Restructuring Proceeding other than the Chapter 11 Cases;

promptly notify the Consenting Parties and the Consenting Party Advisors in writing following the receipt of notice of any material governmental or third-party complaints, litigations, investigations, or hearings (or communications indicating that the same may be contemplated or threatened);

subject to Section 31 hereof, (A) not object to, delay, impede, or take any other action that is intended to interfere with the implementation or consummation of the Transaction and (B) use commercially reasonable efforts to actively and timely oppose and object to the efforts of any person seeking in any manner to object to, delay, impede, or take any other action to interfere with the implementation or consummation of the Transaction (including, if applicable, the Debtors’ timely filing of objections or written responses in any of the Chapter 11 Cases if the Transaction is implemented through a Chapter 11 Structure); provided, that for so long as the Merger Agreement is in full force and effect, nothing in this clause (xii) shall prohibit any Company Party from taking any of the actions expressly permitted by Section 6.2 of the Merger Agreement;

in the event that the Transaction is implemented through a Chapter 11 Structure, reasonably consult with and obtain the reasonable consent of the Requisite Consenting Term Loan Lenders regarding which Company Parties will be Debtors;

in the event that the Transaction is implemented through a Chapter 11 Structure, provide draft copies of all Chapter 11 Pleadings that the Debtors intend to file with the Bankruptcy Court to Consenting Term Loan Lender Counsel as soon as reasonably practicable but in any event at least two calendar days prior to the date when the Debtors intend to file any such pleading or other document (provided that if delivery of such motions, orders, or materials at least two days in advance is not reasonably practicable prior to filing, such motion, order, or material shall be delivered as soon as reasonably practicable prior to filing), and shall consult in good faith with the Consenting Term Loan Lenders and Consenting Term Loan Lender Counsel regarding the form and substance of any such proposed filing with the Bankruptcy Court;

to the extent any legal, structural or other impediment arises that would prevent, hinder, or delay the consummation of the Transaction, use commercially reasonable efforts to take actions reasonably necessary to address any such impediment with the reasonable consent of the Requisite Consenting Term Loan Lenders, including negotiating in good faith appropriate additional or alternative provisions to address any such impediment;

in the event that the Transaction is implemented through a Chapter 11 Structure, not enter into any agreement with respect to, or take any action in support of, postpetition financing that is inconsistent with this Agreement absent the consent of the Requisite Consenting Term Loan Lenders;

in the event that the Transaction is implemented through a Chapter 11 Structure, support, defend, and seek Bankruptcy Court approval of the DIP Financing, including by responding to any objections received (formal or informal) that contest such relief;

in the event that the Transaction is implemented through a Chapter 11 Structure, subject to professional responsibilities, timely file with the Bankruptcy Court a written objection to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of an examiner with expanded powers or a trustee, (B) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (C) dismissing any of the Chapter 11 Cases, or (D) modifying or terminating the Company’s exclusive right to file or solicit acceptances of a plan of reorganization;

not file any motion, application, or adversary proceeding or otherwise take any action (or support any such motion, application, or adversary proceeding filed or commenced, or any such action taken, by any third party) challenging the validity, enforceability, extent, or priority of, or seeking avoidance or subordination of, any portion of the Claims arising under the Existing Credit Agreement, including the Term Loan Obligations and any other Claims arising under the Existing Credit Agreement, or any lien or security interest relating thereto; and

pay in cash all reasonable and documented fees and expenses of the respective Consenting Term Loan Lender Advisors in accordance with the fee arrangements or agreements between the Company and the respective Consenting Term Loan Lender Advisors (or as otherwise required under the Existing Credit Agreement); provided, that, if the Transaction is implemented through a Chapter 11 Structure, the Company shall pay in cash (A) immediately prior to the Petition Date, all such reasonable and documented fees and expenses of the respective Consenting Term Loan Lender Advisors accrued prior to the Petition Date for which invoices or receipts are furnished by the respective Consenting Term Loan Lender Advisors at least one Business Day prior thereto, (B) after the Petition Date, subject to any applicable orders of the Bankruptcy Court but without the need to file fee or retention applications, all such reasonable and documented fees and expenses incurred by the respective Consenting Term Loan Lender Advisors from time to time prior to (to the extent not previously paid), on, and after the Petition Date, and (C) at the Effective Time, all such reasonable and documented fees and expenses of the respective Consenting Term Loan Lender Advisors incurred and outstanding in connection with the Transaction (including any estimated fees and expenses estimated to be incurred through the Effective Time).

In the event that the Transaction is implemented through an Out-of-Court Structure, notwithstanding anything to the contrary herein, in the event of any conflict or inconsistency between the provisions of Section 7(a) and the terms of the Merger Agreement, the terms of the Merger Agreement shall govern. Following execution of the Merger Agreement and subject to the foregoing sentence, during the period in which the Merger Agreement remains in full force and effect, the undertakings, representations, commitments, warranties, and covenants of each of the Company Parties set forth herein, including in Section 7(a) shall be in addition to the undertakings, representations, commitments, warranties, and covenants of each of the Company Parties set forth in the Merger Agreement, and termination of the Merger Agreement shall have no effect on the undertakings, representations, commitments, warranties, and covenants of each of the Company Parties set forth herein, including in Section 7(a).

Covenants. TPG agrees that, for the duration of the TPG Support Period, TPG shall:

in the event that the Transaction is implemented through a Chapter 11 Structure, not object to or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay or impede the Solicitation, approval of and entry of orders regarding the Definitive Documents (including the DIP Orders and the Disclosure Statement), or the confirmation and consummation of the Plan and the Transaction;

negotiate and cooperate in good faith with the other Parties with respect to the pursuit, approval, execution, delivery, implementation, and consummation of the Transaction, negotiate in good faith with the other Parties the form of Definitive Documents not executed or in a form attached to this Agreement as of the Support Effective Date, and execute and deliver the Definitive Documents (when in final form and to the extent it is required to be a party thereto);

use commercially reasonable efforts to timely take all actions, to the extent practicable and consistent with the terms of this Agreement, that are reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement,

not directly or indirectly, through any Entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Transaction or any action or agreement that could reasonably be expected to result in or constitute an Alternative Transaction;

not object to, or take any other action that is inconsistent with or that would reasonably be expected to prevent, interfere with, delay, or impede, the Transaction;

to the extent any legal, structural or other impediment arises that would prevent, hinder, or delay the consummation of the Transaction, negotiate in good faith appropriate additional or alternative provisions to address any such impediment; and

promptly provide written notice to the Company of a breach of this Agreement by any Party of which TPG has actual knowledge.

Additional Claims and Interests. During the TPG Support Period, to the extent TPG (i) acquires additional Claims or Interests or (ii) holds or acquires any other claims or interests against the Company entitled to vote on the Plan, TPG shall notify Weil and the Consenting Term Loan Lender Counsel within three (3) Business Days following such transaction. TPG agrees that such additional Claims, Interests, or other claims and interests shall be subject to this Agreement and the Recapitalization Term Sheet.

This Agreement will automatically terminate upon the Effective Time. This Agreement may be terminated prior to the Effective Time as follows: (i) with respect to all Parties, by the Company Parties at any time after the occurrence of any Company Termination Event (as defined below) other than the occurrence of the Company Termination Event set forth in Sections 9(d)(ii), 9(d)(iii), or 9(d)(iv); (ii) solely with respect to TPG following the TPG Joinder Effective Time, by the Company at any time after the occurrence of the Company Termination Event set forth in Sections 9(d)(ii) , 9(d)(iii), or 9(d)(iv); (iii) solely with respect to TPG following the TPG Joinder Effective Time, by the Requisite Consenting Term Loan Lenders at any time after the occurrence of the Term Loan Lender Termination Events set forth in Sections 9(b)(ii), 9(b)(iii), 9(b)(iv), 9(b)(xvi), or 9(b)(xxi); (iv) with respect to all Parties, by the Requisite Consenting Term Loan Lenders at any time after the occurrence of any Term Loan Lender Termination Event other than the occurrence of the Term Loan Lender Termination Events set forth in Sections 9(b)(ii), 9(b)(iii), 9(b)(iv), 9(b)(xvi), or 9(b)(xxi); and (v) solely with respect to TPG following the TPG Joinder Effective Time, by TPG at any time after the occurrence of any TPG Termination Event (as defined below), in each case, one (1) Business Day following the delivery of written notice to the other Parties, delivered in accordance with Section 25 hereof. No Party may terminate this Agreement based on a Term Loan Lender Termination Event, Company Termination Event, or TPG Termination Event, as applicable, caused by such Party’s breach of this Agreement (unless such breach arises as a result of another Party’s prior breach of this Agreement).

A “Term Loan Lender Termination Event” shall mean any of the following:

the breach by any Company Party of any of the undertakings, representations, commitments, warranties, or covenants of the Company set forth herein in any material respect that remains uncured (if capable of being cured) for a period of five (5) Business Days after the receipt by any of the Company Parties of written notice (with email among counsel being sufficient) of such breach by the Requisite Consenting Term Loan Lenders pursuant to this Section 9 and in accordance with Section 25 (as applicable);

in each case during the TPG Support Period, the breach by TPG of any of its undertakings, representations, commitments, warranties, or covenants set forth herein in any material respect that remains uncured (if capable of being cured) for a period of five (5) Business Days after the receipt by TPG of written notice (with email among counsel being sufficient) of such breach by the Requisite Consenting Term Loan Lenders pursuant to this Section 9 and in accordance with Section 25 (as applicable);

in each case during the TPG Support Period, TPG Transfers, directly or indirectly, in whole or in part, any of its Claims or Interests (including the Owned Shares) or any option thereon or any right or interest therein or any other claims against or interests in the Company (including by granting any proxies or powers of attorney, depositing any Claims or Interests into a voting trust, or entering into a voting agreement with respect to any such Claims or Interests other than the TPG Voting Agreement) in each case other than with respect to a Permitted TPG Transfer;

in each case during the TPG Support Period, TPG fails to maintain sole voting and dispositive power over its Claims and Interests, including the Owned Shares, other than any Claims or Interests transferred after the TPG Joinder Effective Time pursuant to a Permitted TPG Transfer;

the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of, or prohibiting the Company from implementing, a material portion of the Transaction, and such ruling, judgment, or order has not been stayed, reversed, or vacated within fifteen days after such issuance;

any Company Party delivers a Fiduciary Out Notice (as defined herein) to the Consenting Term Loan Lenders or Consenting Term Loan Lender Counsel;

any Company Party enters into a definitive agreement with respect to an Alternative Transaction or publicly announces its intention to pursue an Alternative Transaction;

any Company Party executes a Definitive Document that is materially inconsistent with the terms of this Agreement unless (A) such inconsistency has been approved in writing by the Requisite Consenting Term Loan Lenders (including by the execution of such Definitive Document by such Requisite Consenting Term Loan Lenders or Parent) or (B) such Definitive Document is annulled, deemed invalid, or otherwise modified such that it is consistent with the terms of this Agreement within five (5) Business Days from its purported effectiveness;

any Definitive Document is amended, waived, or modified in any manner that is inconsistent with the terms of this Agreement unless (A) such amendment, waiver, or modification has been approved in writing by the Requisite Consenting Term Loan Lenders (including by the execution of such Definitive Document by such Requisite Consenting Term Loan Lenders or Parent) or (B) such amendment, waiver, or modification is annulled, deemed invalid, or otherwise modified such that it is consistent with the terms of this Agreement within five (5) Business Days from its purported effectiveness;

any Company Party (A) publicly revokes its support for the Transaction; provided, that any of the actions expressly permitted by Section 6.2 of the Merger Agreement, or, any termination of the Merger Agreement in accordance with its terms shall not be deemed to be a public revocation of support for the Transaction (other than a Change in Recommendation (as defined in the Merger Agreement)) or (B) withdraws the Plan (in the event that the Transaction is implemented through a Chapter 11 Structure), in each case without the prior written consent of the Requisite Consenting Term Loan Lenders;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court (A) enters an order denying confirmation of the Plan, (B) enters (1) an order confirming the Plan, (2) an order approving the DIP Financing, or (3) an order approving the Disclosure Statement, in each case in a form not acceptable to the Requisite Consenting Term Loan Lenders, or (C) after entry of the Confirmation Order, enters an order vacating the Plan or Confirmation Order, or modifying or otherwise amending the Plan or Confirmation Order in a manner not acceptable to the Requisite Consenting Term Loan Lenders;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file or solicit acceptances of a chapter 11 plan;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order sua sponte or grants relief in favor of, or, subject to any professional responsibilities, the Debtors fail to timely file a formal objection to, any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order, or any Company Party files a motion, pleading, application, adversary proceeding or cause of action with the Bankruptcy Court seeking the entry of an order (A) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (B)

in the event that the Transaction is implemented through a Chapter 11 Structure, the occurrence of an “Event of Default” under and as defined in the DIP Orders or the Definitive Documents governing the DIP Financing, if applicable, in each case that has not been waived or timely cured in accordance therewith;

in the event that the Transaction is implemented through a Chapter 11 Structure, (A) a Company Party files a motion or application seeking an order (without the prior written consent of the Requisite Consenting Term Loan Lenders) vacating or modifying either of the DIP Orders, (B) either of the DIP Orders is reversed, stayed, dismissed, vacated, reconsidered, modified or amended in a manner that is materially inconsistent with the terms of this Agreement without the consent of the Requisite Consenting Term Loan Lenders, (C) a motion for reconsideration, reargument, or rehearing with respect to either of the DIP Orders has been filed and the Company Parties have failed (subject to any professional responsibilities) to timely object to such motion, or (D) the Bankruptcy Court enters any order authorizing the Debtors’ entry into postpetition financing that is inconsistent with this Agreement absent the consent of the Requisite Consenting Term Loan Lenders;

in the event that the Transaction is implemented through a Chapter 11 Structure, in each case during the TPG Support Period, TPG files any motion or pleading with the Bankruptcy Court that is inconsistent with this Agreement and such motion has not been withdrawn or amended within five (5) Business Days of receipt by TPG of written notice from the Requisite Consenting Term Loan Lenders that such motion or pleading is inconsistent with this Agreement;

if any court of competent jurisdiction has entered a final, non-appealable judgement or order declaring this Agreement to be unenforceable;

in the event that the Transaction is implemented through a Chapter 11 Structure, the failure to meet a Chapter 11 Milestone that has not been waived or extended in a manner consistent with this Agreement;

if, as of 11:59 p.m. prevailing Eastern Time on the date that is 120 calendar days after the Petition Date in the event of prepackaged Chapter 11 Cases or 150 calendar days after the Petition Date in the event of prearranged Chapter 11 Cases, the Effective Time has not occurred, unless such deadline is waived or extended by the Requisite Consenting Term Loan Lenders in their sole discretion (the “Outside Date”);

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order granting relief terminating, annulling, or modifying the automatic stay imposed by section 362 of the Bankruptcy Code with regard to any material asset of the Company or that would materially and adversely affect the Company’s ability to operate the Company’s businesses in the ordinary course or to consummate the Transaction;

in each case during the TPG Support Period, TPG files a motion, application, or adversary proceeding or otherwise takes any action (or TPG supports any such motion, application, or adversary proceeding filed or commenced, or any such action taken, by any third party) challenging the validity, enforceability, extent, or priority of, or seeking avoidance or subordination of, any portion of the Claims arising under the Existing Credit Agreement, including the Term Loan Obligations and any other Claims arising under the Existing Credit Agreement, or any lien or security interest relating thereto;

if any of the Company Parties fail to pay the reasonable and documented fees and expenses of the Consenting Term Loan Lender Advisors in accordance with Section 7(a)(xxi), and such failure remains uncured for a period of five (5) Business Days after the receipt by any of the Company Parties of written notice (with email among counsel being sufficient) of such failure;

if any Company Party (A) voluntarily commences any Restructuring Proceeding, in each case other than the Chapter 11 Cases, with respect to any Company Party or for a substantial part of any Company Party’s assets, except as contemplated by this Agreement, (B) consents to the institution of, or, subject to any professional responsibilities, fails to contest in a timely manner, any involuntary proceeding or petition described in the preceding clause (A), or (C) makes a general assignment or arrangement for the benefit of creditors;

if the Company has not received duly executed copies of the Subject Contracts in form and substance reasonably acceptable to the Requisite Consenting Term Loan Lenders within seven (7) calendar days of the Support Effective Date or if any such duly executed Subject Contract is thereafter modified, amended, supplemented, or terminated in a manner not approved by the Requisite Consenting Term Loan Lenders;

the termination of the Merger Agreement in accordance with the terms thereof, other than any termination pursuant to Sections 8.1, 8.2(a), 8.2(b), 8.3(a), 8.4(d), 8.4(f), 8.4(g), or 8.4(h) thereof; and

the termination of this Agreement by any of the Company Parties or, following the TPG Joinder Effective Time, TPG.

A “TPG Termination Event” shall mean any of the following, in each case occurring after the TPG Joinder Effective Time:

the breach by any Company Party of any of the undertakings, representations, commitments, warranties, or covenants of the Company set forth herein in any material respect that adversely impacts TPG and that remains uncured (if capable of being cured) for a period of five (5) Business Days after the receipt by any of the Company Parties of written notice (with email among counsel being sufficient) of such breach by TPG pursuant to this Section 9 and in accordance with Section 25 (as applicable);

the breach by any Consenting Term Loan Lender of any of its undertakings, representations, commitments, warranties, or covenants of the Consenting Term Loan Lenders set forth herein in any material respect that adversely impacts TPG and that remains uncured (if capable of being cured) for a period of five (5) Business Days after the receipt by the Consenting Term Loan Lenders or Consenting Term Loan Lender Counsel of written notice (with email among counsel being sufficient) of such breach by TPG pursuant to this Section 9 and in accordance with Section 25 (as applicable); provided, however, that so long as the non-breaching Consenting Term Loan Lenders continue to hold or control at least two-thirds of then outstanding principal amount of the Term Loan Obligations, such termination shall not be effective;

any Company Party delivers a Fiduciary Out Notice to TPG or TPG Counsel;

any Company Party enters into a definitive agreement with respect to an Alternative Transaction or publicly announces its intention to pursue an Alternative Transaction;

any Company Party executes a Definitive Document with a provision over which TPG has consent rights that is materially inconsistent with the terms of this Agreement unless (A) such inconsistency has been approved in writing by TPG (including by the execution of such Definitive Document by TPG) or (B) such Definitive Document is annulled, deemed invalid, or otherwise modified such that it is consistent with the terms of this Agreement within five (5) Business Days from its purported effectiveness;

any provision of a Definitive Document over which TPG has consent rights is amended, waived, or modified in any manner that is inconsistent with the terms of this Agreement unless (A) such amendment, waiver, or modification has been approved in writing by TPG (including by the execution of such Definitive Document by TPG) or (B) such amendment, waiver, or modification is annulled, deemed invalid, or otherwise modified such that it is consistent with the terms of this Agreement within five (5) Business Days from its purported effectiveness;

any Company Party (A) publicly revokes its support for the Transaction, or (B) withdraws the Plan (in the event that the Transaction is implemented through a Chapter 11 Structure), in each case without the prior written consent of TPG;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court (A) enters an order denying confirmation of the Plan, (B) enters an order confirming the Plan that does not provide for the In-Court Preferred Shareholder Equity Distribution in accordance with the Recapitalization Term Sheet, or (C) after entry of the Confirmation Order, enters an order vacating the Plan or Confirmation Order, or modifying or otherwise amending the Plan or Confirmation Order in a manner that does not provide for the In-Court Preferred Shareholder Equity Distribution in accordance with the Recapitalization Term Sheet, in each case solely to the extent of its consent rights set forth in Section 5(b) hereof;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file or solicit acceptances of a chapter 11 plan;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order sua sponte or grants relief in favor of, or, subject to any professional responsibilities, the Debtors fail to timely file a formal objection to, any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order, or any Company Party files a motion, pleading, application, adversary proceeding or cause of action with the Bankruptcy Court seeking the entry of an order (A) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (B) dismissing any of the Chapter 11 Cases, (C) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases, (D) authorizing the rejection of this Agreement, or (E) for relief that (y) is materially inconsistent with this Agreement, the Definitive Documents or the Transaction and such materially inconsistent relief is not dismissed, vacated, or modified to be materially consistent with this Agreement, the Definitive Documents and the Transaction within five (5) Business Days following written notice thereof to the Company Parties by TPG or (z) would or would reasonably be expected to frustrate the purposes of this Agreement or any Definitive Document, including by preventing consummation of the Transaction;

if any of the Company Parties fail to pay the reasonable and documented fees and expenses of TPG Counsel in accordance with the Recapitalization Term Sheet and such failure remains uncured for a period of five (5) Business Days after the receipt by any of the Company Parties of written notice (with email among counsel being sufficient) of such failure;

if any court of competent jurisdiction has entered a final, non-appealable judgement or order declaring this Agreement to be unenforceable;

the occurrence of the Outside Date;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order granting relief terminating, annulling, or modifying the automatic stay imposed by section 362 of the Bankruptcy Code with regard to any material asset of the Company or that would materially and adversely affect the Company’s ability to operate the Company’s businesses in the ordinary course or to consummate the Transaction;

if any Company Party (A) voluntarily commences any Restructuring Proceeding, in each case other than the Chapter 11 Cases, with respect to any Company Party or for a substantial part of any Company Party’s assets, except as contemplated by this Agreement, (B) consents to the institution of, or, subject to any professional responsibilities, fails to contest in a timely manner, any involuntary proceeding or petition described in the preceding clause (A), or (C) makes a general assignment or arrangement for the benefit of creditors; and

the termination of this Agreement by the Requisite Consenting Term Loan Lenders or any of the Company Parties.

A “Company Termination Event” shall mean any of the following:

the breach by one or more of the Consenting Term Loan Lenders of any of the undertakings, representations, warranties, or covenants of the Consenting Term Loan Lenders set forth herein in any material respect that remains uncured for a period of five (5) Business Days after the receipt of written notice of such breach pursuant to this Section 9 and in accordance with Section 25 hereof (as applicable) provided, however, that so long as the non-breaching Consenting Term Loan Lenders continue to hold or control at least a two-thirds of the then outstanding principal amount of the Term Loan Obligations, such termination shall be effective only with respect to such breaching Consenting Term Loan Lender;

in each case during the TPG Support Period, the breach by TPG of any of its undertakings, representations, warranties, or covenants set forth herein in any material respect that remains uncured for a period of five (5) Business Days after the receipt of written notice of such breach pursuant to this Section 9 and in accordance with Section 25 hereof (as applicable);

in each case during the TPG Support Period, TPG Transfers, directly or indirectly, in whole or in part, any of its Claims or Interests (including the Owned Shares) or any option thereon or any right or interest therein or any other claims against or interests in the Company (including by granting any proxies or powers of attorney, depositing any Claims or Interests into a voting trust, or entering into a voting agreement with respect to any such Claims or Interests other than the TPG Voting Agreement) in each case other than with respect to a Permitted TPG Transfer;

in each case during the TPG Support Period, TPG fails to maintain sole voting and dispositive power over its Claims and Interests, including the Owned Shares, other than any Claims or Interests transferred after the TPG Joinder Effective Time pursuant to a Permitted TPG Transfer;

any Company Party delivers a Fiduciary Out Notice to the Consenting Term Loan Lenders;

the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of, or prohibiting the Company from implementing, a material portion of the Transaction, and such ruling, judgment, or order has not been stayed, reversed, or vacated within fifteen days after such issuance;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order sua sponte or grants relief in favor of, notwithstanding, subject to any professional responsibilities, the Debtors’ good faith efforts to timely file a formal objection to, any motion, pleading, application, adversary proceeding or cause of action filed with the Bankruptcy Court by a third party seeking the entry of an order (A) converting any of the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, (B) dismissing any of the Chapter 11 Cases, or (C) directing the appointment of an examiner with expanded powers or a trustee in any of the Chapter 11 Cases;

in the event that the Transaction is implemented through a Chapter 11 Structure, if Superior shall not have obtained a firm commitment for DIP Financing and the consensual use of cash collateral, as applicable, in form and substance reasonably satisfactory to Superior and acceptable to the Requisite Consenting Term Loan Lenders prior to the Petition Date;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court (A) enters an order denying confirmation of the Plan or (B) after entry of the Confirmation Order, enters an order vacating the Plan or Confirmation Order, or modifying or otherwise amending the Plan or Confirmation Order in a manner materially inconsistent with this Agreement, the Plan, or any other Definitive Documents then in effect;

in the event that the Transaction is implemented through a Chapter 11 Structure, the Bankruptcy Court enters an order terminating the Debtors’ exclusive right to file or solicit acceptances of a chapter 11 plan notwithstanding the Debtors’ good faith efforts to object to and defend against such termination and to timely seek extensions of such periods of exclusivity; and

the occurrence of the Outside Date.

Mutual Termination. This Agreement may be terminated at any time by the mutual written agreement of Superior and the Requisite Consenting Parties.

Effect of Termination.

The date on which termination of this Agreement is effective as to a Party (a “Terminated Party”) in accordance with this Section 9 shall be referred to as the “Termination Date,” and the provisions of this Agreement shall terminate on the Termination Date with respect to such Terminated Party, except as otherwise provided in Section 17 hereof.

Subject to the provisions contained in Section 9(a) and Section 17 hereof, upon the Termination Date, this Agreement shall forthwith become null and void and of no further force or effect with respect to a Terminated Party and each such Terminated Party shall, except as provided otherwise in this Agreement, be immediately released from its liabilities, obligations, commitments, undertakings, and agreements under or related to this Agreement and shall have all the rights and remedies that it would have had and shall be entitled to take all actions, whether with respect to the Transaction or otherwise, that it would have been entitled to take had it not entered into this Agreement, including all rights and remedies available to it under applicable law; provided, however, that in no event shall any such termination relieve a Terminated Party from liability for its breach or non-performance of its obligations hereunder prior to the date of such termination.

Limited Waiver of Automatic Stay. Each Company Party acknowledges and agrees and shall not dispute that after the commencement of Chapter 11 Cases, if applicable, the giving of notice of termination of this Agreement by any Party solely in accordance with the terms of this Agreement shall not be a violation of the automatic stay of section 362 of the Bankruptcy Code (and each Company Party hereby waives, to the fullest extent permitted by law, the applicability of the automatic stay to the giving of such notice, and if this Agreement is terminated as

Each Party, severally (and not jointly), represents and warrants to the other Parties that the following statements are true, correct, and complete as of the Support Effective Date (or, with respect to TPG, as of the TPG Joinder Effective Time or as of the date a Consenting Term Loan Lender becomes a Party to this Agreement by executing and delivering a Joinder Agreement):

such Party is validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, and has all requisite corporate, partnership, limited liability company, or similar authority to enter into this Agreement and carry out the transactions contemplated hereby and perform its obligations contemplated hereunder; and the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized by all necessary corporate, limited liability company, partnership or other similar action on its part;

the execution and delivery by such Party of this Agreement does not and will not (A) violate any material provision of law, rule, or regulation applicable to it or any of its subsidiaries or its charter or bylaws (or other similar governing documents) or those of any of its subsidiaries, or (B) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it or any of its subsidiaries is a party except, in the case of the Debtors, for the filing of the Chapter 11 Cases;

the execution and delivery by such Party of this Agreement does not and will not require any material registration or filing with, consent or approval of, or notice to, or other action, with or by, any federal, state or governmental authority or regulatory body, except (A) such filings as may be necessary and/or required by the SEC or other securities regulatory authorities under applicable securities laws and (B) if the Transaction is implemented through a Chapter 11 Structure, such filings as may be necessary and/or required by the Bankruptcy Court to consummate the Transaction, and all necessary approvals thereof, under the Bankruptcy Code; and

this Agreement is the legally valid and binding obligation of such Party, enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or a ruling of the Bankruptcy Court.

Representations and Warranties of Consenting Term Loan Lenders. Each Consenting Term Loan Lender severally (and not jointly) represents and warrants to the other Parties that, as of the Support Effective Date (or such later date on which a Consenting Term Loan Lender becomes a Party to this Agreement by executing and delivering a Joinder Agreement), such Consenting Term Loan Lender (i) is the beneficial owner of the aggregate principal amount of Term Loan Obligations set forth below its name on the signature page hereto (or below its name on the signature page of a Joinder Agreement for any Consenting Term Loan Lender that becomes a party hereto after the date hereof), free and clear of any restrictions on transfer, liens or options, warrants, purchase rights, contracts, commitments, claims, demands, and other encumbrances created by it and does not own any other Claims or Interests or (ii) has, with respect to the beneficial owners of such Term Loan Obligations (A) sole investment or voting discretion with respect thereto, (B) full power and authority to vote on and consent to matters concerning such Term Loan Obligations or to exchange, assign, and transfer such Term Loan Obligations, and (C) full power and authority to bind or act on the behalf of, such beneficial owners.

Representations and Warranties of Each of the Company Parties. Each Company Party represents and warrants to the other Parties as of the Support Effective Date:

there is no pending or undisclosed agreement, understanding, negotiation, or discussion (in each case, whether oral or written) with respect to any Alternative Transaction; and

the aggregate principal amount of outstanding indebtedness (excluding any fees, costs, expenses and indemnities that may be owed by the applicable obligors) on account of the Term Loan Obligations is at least $537,316,165.

Other than as set forth in Section 13(b), this Agreement, including the Exhibits and Schedules, may not be waived, modified, amended, or supplemented except with the written consent of the Company and the Requisite Consenting Term Loan Lenders.

Notwithstanding Section 13(a):

any waiver, modification, amendment, or supplement to this Section 13 shall require the written consent of each Party;

any modification, amendment, or change to the definition of “Requisite Consenting Term Loan Lenders” shall additionally require the written consent of each Consenting Term Loan Lender;

in each case during the TPG Support Period, any waiver, modification, amendment, or supplement to the terms of this Agreement that has a material, disproportionate (as compared to the other Parties), and adverse effect on the rights (including, without limitation, consent rights) or obligations of TPG, including, for the avoidance of doubt, any such waiver, modification, amendment, or supplement effected prior to the TPG Joinder Effective Time, shall additionally require the prior written consent of TPG; provided, that any such waiver, modification, amendment, or supplement effected prior to the TPG Joinder Effective Time shall be deemed void ab initio during the TPG Support Period prior to TPG’s written consent to such waiver, modification, amendment, or supplement; and

in each case during the TPG Support Period, any waiver, modification, amendment, or supplement to the terms of this Agreement directly affecting the Out-of-Court Preferred Shareholder Equity Distribution or the In-Court Preferred Shareholder Equity Distribution including, for the avoidance of doubt, any such waiver, modification, amendment, or supplement effected prior to the TPG Joinder Effective Time, shall additionally require the prior written consent of TPG; provided, that any such waiver, modification, amendment, or supplement effected prior to the TPG Joinder Effective Time shall be deemed void ab initio during the TPG Support Period prior to TPG’s written consent to such waiver, modification, amendment, or supplement.

THIS AGREEMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF DELAWARE WITHOUT REGARD TO THE CONFLICT OR CHOICE OF LAW PRINCIPLES THEREOF.

Each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, in the event any dispute arises out of or is related to this Agreement or any of the transactions contemplated hereby, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that it will not bring any action, suit, arbitration or proceeding by or before any Governmental Entity (as defined in the Merger Agreement) (each, an “Action”) relating to this Agreement or any of the transactions contemplated hereby in any court other than the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom, (iv) waives any objection that it may now or hereafter have to the venue of any such Action in the Court of Chancery of the State of Delaware or, if such court lacks subject matter jurisdiction, any state or federal court located in the State of Delaware and any appellate court therefrom or that such Action was brought in an inconvenient court and agrees not to plead or claim the same and (v) consents to service being made through the notice procedures set forth in Section 25. Each of the parties hereto hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 25 shall be effective service of process for any Action in connection with this Agreement or the transactions contemplated hereby. Notwithstanding the foregoing, during the pendency of any of the Chapter 11 Cases, all proceedings contemplated by this Section 15(b) shall be brought in the Bankruptcy Court.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR

(1)If to Superior, to:

26600 Telegraph Road, Suite 400

Southfield, Michigan 48033, USA

Attention: David Sherbin, Sr. VP & General Counsel

[redacted]

With a copy to:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Gary Holtzer, Esq.

(Gary.Holtz ***@***)

 Garrett Fail, Esq.

( ***@***)

 Lauren Tauro, Esq.

( ***@***)

(2)If to a Consenting Term Loan Lender, or a transferee thereof, to the addresses set forth below the Consenting Term Loan Lender’s signature (or as directed by any transferee thereof), as the case may be, with copies to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Brian S. Hermann, Esq.

( ***@***)

 Jacob A. Adlerstein, Esq.

( ***@***)

 Kyle R. Satterfield, Esq.

( ***@***)

(3)In each case during the TPG Support Period, if to TPG, to the addresses set forth below the TPG’s signature to the TPG Joinder with copies to:

Kirkland & Ellis LLP

333 W. Wolf Point Plaza

Chicago, IL 60654

Attention: Chad J. Husnick, P.C.

( ***@***)

 David R. Gremling

( ***@***)

This Agreement is not and shall not be deemed to be a solicitation for votes in favor of the Plan in the Chapter 11 Cases or solicitation of an offer to buy securities. The acceptances of the Consenting Parties with respect to the Plan will not be solicited until such Consenting Party has received the Disclosure Statement and, as applicable, related ballots and Solicitation Materials. In addition, this Agreement does not constitute an offer to issue or sell securities to any Person or the solicitation of an offer to acquire or buy securities in any jurisdiction where such offer or solicitation would be unlawful.

Each Party acknowledges that it has had an opportunity to receive information from the Company and that it has been represented by counsel in connection with this Agreement and the transactions contemplated hereby. Accordingly, any rule of law or any legal decision that would provide any Party with a defense to the enforcement of the terms of this Agreement against such Party based upon lack of legal counsel shall have no application and is expressly waived.

Each Consenting Party acknowledges, agrees, and represents to the other Parties that it (i) is an “accredited investor” as such term is defined in Rule 501 of Regulation D of the Securities Act, (ii) understands that if it is to acquire any securities, as defined in the Securities Act, pursuant to the Transaction, such securities have not been registered under the Securities Act and that such securities are, to the extent not offered, solicited, or acquired pursuant to section 1145 of the Bankruptcy Code, being offered and sold pursuant to an exemption from registration contained in the Securities Act, based in part upon such Consenting Party’s representations contained in this Agreement and cannot be sold unless subsequently registered under the Securities Act or an exemption from registration is available, and (iii) has such knowledge and experience in financial and business matters to evaluate properly the terms and conditions of this Agreement and the Transaction and is capable of evaluating the merits and risks of the securities to be acquired by it (if any) pursuant to the Transaction and understands and is able to bear any economic risks with such investment.

[redacted]

Fax:

Attention:

KPG BTC Management LLC, such entities’ sole member

KPG BTC Management LLC, such entities’ managing member

/s/ Kevin Genda

Title: Authorized Signatory

Fax:

Attention:

Email:

CONSENTING LENDER

TCW Asset Management Company LLC, on behalf of certain of the funds and affiliates that it owns, manages, or advises listed on Schedule 5 hereto.

Fax:

Attention:

Email:

Subject to, and upon consummation of, the Transaction, each Consenting Term Loan Lender will consent to:

•  the conversion, on a dollar-for-dollar basis, to Take Back Term Loans of an amount of its Other Term Loan Obligations (inclusive of par plus accrued plus make-whole premium, collectively, the “Existing Term Loan Claims”) that will result in (x) the aggregate principal amount of funded debt (excluding, for the avoidance of doubt, unused revolver commitments, undrawn but outstanding letters of credit and obligations in respect of factoring facilities), preferred equity or other securities entitled to recover before the New Common Equity, in each case, of Reorganized Superior, and its subsidiaries immediately following the Effective Time less (y) the aggregate amount of unrestricted cash and cash equivalents of Reorganized Superior and its subsidiaries immediately following the Effective Time, not exceeding the Net Leverage Cap (as defined below) (collectively, the “Converted Term Loan Claims”);

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•  if the Transaction is implemented through the Out-of-Court Structure, the contribution of the balance of its Existing Term Loan Claims to New TopCo (as defined below), in exchange for the New Common Equity (as defined below), it being understood that, following consummation of the Merger, (a) New TopCo shall contribute such Existing Term Loan Claims to Reorganized Superior’s (as defined below) capital, in full satisfaction and extinguishment of such Existing Term Loan Claims and (b) the Consenting Term Loan Lenders will own, directly, 100% of the New Common Equity, subject to dilution by (a) the MIP (as defined below) and (b) the Out-of-Court Preferred Shareholder Equity Distribution (as defined below) solely to the extent that the

conditions set forth below with respect to the Existing Preferred Shareholder’s (as defined below) entitlement to such distribution are satisfied;

- or -

•  if the Transaction is implemented pursuant to the Chapter 11 Structure, as part of the Plan, the full satisfaction and extinguishment of the balance of its Existing Term Loan Claims in exchange for 100% of the New Common Equity, subject to dilution by (a) the MIP (as defined below) and (b) the In-Court Preferred Shareholder Equity Distribution (as defined below) solely to the extent that the conditions set forth below with respect to the Existing Preferred Shareholder’s (as defined below) entitlement to such distribution are satisfied.

Reorganized Superior shall issue new secured term loans on the following terms (the “Take Back Term Loans”):

•  Aggregate Principal Amount: an amount equal to the sum of (x) the Converted Term Loan Claims plus (y) the Converted Bridge/DIP Claims

•  Borrower: Reorganized Superior

•  Guarantors: Consistent with the Existing Credit Agreement

•  Tranching: Subject to ongoing discussion among the Consenting Term Loan Lenders, the Take Back Term Loans will include first-out and second-out tranches, which would be allocated to the Converted Bridge/DIP Claims and Converted Term Loan Claims, respectively

•  Interest Rate: SOFR + 800 bps, subject to a SOFR floor of 350 bps, which shall be paid in cash

•  OID: 3.0%, payable-in-kind upon funding

•  Call Protection: NC-5

•  Maturity: 5 years

•  Documentation: Take Back Term Loans (i) to be memorialized through an amendment and restatement of the Existing Credit Agreement (the “A&R Existing Credit Agreement”) and (ii) to have terms substantially similar to those applicable to the Existing Credit Agreement after giving effect to the Amendment (other than, for the avoidance of doubt, the economic terms set forth above)

The Existing Preferred Equity will be cancelled, released, and extinguished, and the holder of Existing Preferred Equity (the “Existing Preferred Shareholder”) will receive:

•  if the Transaction is implemented through the Out-of-Court Structure, as part of the Merger:

^○    3.5% of the New Common Equity, subject to dilution by the MIP (the “Out-of-Court Preferred Shareholder Equity Distribution”); and

^○   an aggregate amount equal to (a) the Aggregate Merger Consideration (as defined below) plus the aggregate consideration payable to the holders of Cash-Settled RSUs (as defined in the Merger Agreement) and Cash-Settled PSUs (as defined in the Merger Agreement) (assuming achievement of applicable performance metrics at the target level) in connection with the Merger, multiplied by (b) two

(2), in cash, without interest thereon;

- or -

•  if the Transaction is implemented through Chapter 11 Structure, either:

^○   if (A) the Existing Preferred Shareholder votes to accept the Plan and (B) all classes of creditors senior to the Existing Preferred Equity vote to accept, or are deemed to accept, the Plan, 1.75% of the New Common Equity, subject to dilution by the MIP (the “In-Court Preferred Shareholder Equity Distribution”), under the Plan;

- or -

^○   if (X) the Existing Preferred Shareholder votes to reject the Plan or (Y) any class of creditors votes to reject, or is deemed to reject, the Plan, no distribution or consideration under the Plan.

The Existing Common Equity will be cancelled, released, and extinguished, and each holder of Existing Common Equity (the “Existing Common Shareholders”) will receive:

•  if the Transaction is implemented through the Out-of-Court Structure, as part of the Merger, $0.09 per share of Existing Common Equity in cash, without interest thereon (the “Merger Consideration” and, the aggregate of such amount for all Existing Common Equity, the “Aggregate Merger Consideration”); provided, that the aggregate amount of (a) the Aggregate Merger Consideration plus (b) the aggregate consideration payable to the holders of Cash-Settled RSUs and Cash-Settled PSUs (assuming achievement of applicable performance metrics at the target level) in connection with the Merger shall not exceed $3.1 million;

- or -

•  if the Transaction is implemented through the Chapter 11 Structure, no distribution or consideration

•  If the Transaction is implemented through the Out-of-Court Structure, all other claims against the Company will be satisfied in the ordinary course of business or otherwise be unimpaired

•  If the Transaction is implemented pursuant to the Chapter 11 Structure, treatment of other claims shall be satisfactory to the Requisite Consenting Term Loan Lenders (and remains subject to ongoing diligence)

At the signing of the Recapitalization Support Agreement, the Company shall pay the accrued and unpaid, reasonable and documented fees and expenses of Kirkland & Ellis LLP and Kirkland & Ellis International LLP, as counsel to the Existing Preferred Shareholder (in such capacity, “Kirkland”), in each case incurred in connection with the Transaction (which, for the avoidance of doubt, shall include reasonable and documented fees and expenses incurred in connection with review and negotiation of the Recapitalization Support Agreement, this term sheet, the Merger Agreement, and the TPG Voting Agreement), subject in all respects to the TPG Counsel Fee Cap and the Repayment Obligation.

Upon the Effective Time, the Company shall pay the accrued and unpaid, reasonable and documented fees and expenses of Kirkland, in each case incurred in connection with the Transaction, which payments shall not, taken together with any reasonable and documented fees and expenses of Kirkland paid by the Company at the signing of the Recapitalization Support Agreement, exceed $1.5 million in the aggregate (the “TPG Counsel Fee Cap”); provided, that (1) the Company shall have no obligation to pay such reasonable and documented fees and expenses if (a) the Existing Preferred Shareholder breaches the TPG Voting Agreement, (b) following the TPG Joinder Effective Time, the Recapitalization Support Agreement is terminated as to the Existing Preferred Shareholder, or (c) the Existing Preferred Shareholder votes to reject the Plan if the Transaction is implemented through the Chapter 11 Structure (clauses (a), (b) and (c), collectively, the “Defaults”) and (2) the Existing Preferred Shareholder shall reimburse the Company, within three (3) Business Days after a Default, for any and all amounts paid to Kirkland prior to such time (the “Repayment Obligation”).

For the avoidance of doubt, the Company shall have no obligation to pay any amounts incurred by the Existing Preferred Shareholder (or its successors and assigns) in connection with its retention of Guggenheim Securities, LLC with respect to the Transaction.

The Transaction will be implemented either:

•  through the Out-of-Court Structure through a merger whereby a wholly-owned subsidiary (“Merger Sub”) of a newly formed entity (“New TopCo”) would merge with and into Superior, with Reorganized Superior being the surviving entity and a wholly-owned subsidiary of New TopCo (the “Merger”);

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•  through the Chapter 11 Structure if, among other things, (x) the Company fails to file its proxy statement in respect of the Merger (the “Proxy Statement”) on or prior to July 29, 2025, or (y) the Merger is not approved by the required vote at a duly called meeting of the shareholders of the Company (or any adjournment or postponement thereof) prior to (i) October 1, 2025, if the SEC informs the Company that it will not review the Proxy Statement or (ii) October 31, 2025, if the SEC informs the Company that it will review the Proxy Statement and issues any comments in such review (the foregoing clauses (x) through (y), collectively, the “Out-of-Court Milestones”).

If the Transaction is implemented through the Out-of-Court Structure, one (1) business day before the record date of the special meeting of the shareholders of Superior and, in any event, prior to the filing with the SEC and the mailing to the shareholders of the definitive proxy statement, Superior shall issue to New TopCo (or another entity designated by the Requisite Consenting Term Loan Lenders) a number of shares of Existing Common Equity (the “Lender Shares”) at the same price per share in cash as the price per share as the Merger Consideration.

The number of Lender Shares issued shall be (A) 7,600,000 shares of Existing Common Equity or (B) such other number of shares of Existing Common Equity as may be mutually agreed in writing by Superior and New TopCo; provided, that, the number of Lender Shares issued to New TopCo shall not exceed 20.00% of the voting power of

If the Transaction is implemented through the Chapter 11 Structure, the Plan and the A&R Existing Credit Agreement shall include reasonable and customary conditions precedent, including, without limitation:

•  the Recapitalization Support Agreement not having been terminated and remaining in full force and effect;

•  the Company’s execution of, at the option of the Requisite Consenting Term Loan Lenders, either (a) the Existing Revolving Credit Agreement Amendment, which shall be in form and substance reasonably acceptable to the Requisite Consenting Term Loan Lenders, or (b) all necessary documentation to effect a New Revolving Credit Facility that is reasonably acceptable to the Requisite Consenting Term Loan Lenders;

•  the Definitive Documents being consistent with the Recapitalization Support Agreement, including the consent rights set forth therein;

•  obtaining all necessary third-party, regulatory, and other governmental approvals and consents;

•  payment of all reasonable and documented fees and expenses of the respective Consenting Term Loan Lender Advisors in accordance with the fee arrangements or agreements between the Company and the respective Consenting Term Loan Lender Advisors and the terms of the Recapitalization Support Agreement; and

•  payment of the fees and expenses of TPG Counsel as contemplated in the Recapitalization Support Agreement and this term sheet.