EXHIBIT 10.1

Exhibit 10.1

CERTAIN INFORMATION CONTAINED IN THIS AGREEMENT HAS BEEN OMITTED BY MEANS OF REDACTING A PORTION OF THE TEXT AND REPLACING IT WITH [***] BECAUSE IT IS BOTH: (I) NOT MATERIAL AND (II) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

This Voting and Support Agreement (this “Agreement”), dated as of October 15, 2026, is entered into by and among (i) Penske Automotive Group, Inc., a Delaware corporation (the “Company”), (ii) Motown Acquisition Corp., a Delaware corporation (“Buyer”), and (iii) the Persons listed on Exhibit A hereto (collectively, the “Stockholders” and each, individually, a “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, the Company and Buyer are entering into an Agreement and Plan of Merger (as may be amended from time to time, the “Merger Agreement”), which provides for the merger of Buyer with and into the Company (the “Merger”), with the Company surviving the Merger as the Surviving Corporation;

WHEREAS, as of the date hereof, each Stockholder is the record holder and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of the number of shares of Company Common Stock set forth opposite such Stockholder’s name on Exhibit A hereto under the heading “Owned Shares,” being all of the shares of Company Common Stock owned of record or beneficially by such Stockholder as of the date hereof (as adjusted pursuant to *Section *11, collectively, the “Owned Shares”); and

WHEREAS, as a material inducement to, and as a condition to, the willingness of the Company to enter into the Merger Agreement, each Stockholder is entering into this Agreement with the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each Stockholder, the Company and Buyer hereby agree as follows:

1.            Agreement to Vote the Covered Shares.

1.1.      From the date hereof until the Termination Date (as defined below), at every meeting of the Company’s stockholders, however called, including any postponement, recess or adjournment thereof, or in any other circumstance in which the vote, consent or other approval of the Company’s stockholders is sought, each Stockholder agrees to, and if applicable, to cause its controlled Affiliates to, affirmatively vote (including via proxy) or execute consents, with respect to (or cause to be voted (including via proxy) or consents to be executed with respect to), and not to withdraw or modify any such vote or consent with respect to, all of such Stockholder’s Owned Shares and any additional shares of Company Common Stock or other voting securities of the Company acquired by such Stockholder or its respective controlled Affiliates after the date hereof and prior to the Termination Date (as adjusted pursuant to Section 11, collectively, and together with the Owned Shares, the “Covered Shares”), to the extent such Covered Shares are entitled to vote, as follows: (a) in favor of (i) the adoption of the Merger Agreement and the approval of the Merger, (ii) the approval of any proposal to adjourn or postpone any Company Stockholders Meeting to a later date to the extent such adjournment or postponement is permitted or required in accordance with Section 5.13(b) of the Merger Agreement, (iii) the proposal to approve, on a non-binding, advisory basis, the compensation that may become payable to the Company’s named executive officers in connection with the consummation of the Merger, and (iv) the approval of any other matter required by applicable Law to be voted upon by the Company’s stockholders in connection with the Transactions, and (b) against (i) any proposal, action or agreement that would reasonably be expected to result in a breach of any covenant, representation, warranty or other obligation or agreement of the Company contained in the Merger Agreement or that would reasonably be expected to result in the failure of any condition set forth in Sections 6.01 or 6.02 of the Merger Agreement to be satisfied prior to the Outside Date, (ii) any Takeover Proposal or any other proposal made in opposition to or in competition with, or which is inconsistent with, the Merger Agreement or the Transactions, (iii) any recapitalization, reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving the Company (except as contemplated by the Merger Agreement) and (iv) any other action, agreement or proposal which would reasonably be expected to prevent, materially impede or materially delay the consummation of the Transactions (clauses (a) and (b) collectively, the “Supported Matters”). Each Stockholder agrees to, and agrees to cause its applicable controlled Affiliates to, be present, in person or by proxy, at every meeting of the Company’s stockholders, including any postponement, recess or adjournment thereof, at which any Supported Matter is to be considered or voted upon (in the manner described in this *Section *1) so that all of such Stockholder’s Covered Shares will be counted for purposes of determining the presence of a quorum at each such meeting, or otherwise cause such Stockholder’s Covered Shares to be counted as present thereat for purposes of establishing a quorum at each such meeting. For the avoidance of doubt, (A) except with respect to the Supported Matters, no Stockholder has any obligation to vote such Stockholder’s Covered Shares in any particular manner and, with respect to matters other than the Supported Matters, each Stockholder shall be entitled to vote such Stockholder’s Covered Shares (or abstain with respect to any matter) in its sole discretion, and (B) nothing in this Agreement shall require a Stockholder to exercise, settle, convert or exchange any Equity-Based Award owned of record or beneficially by such Stockholder at any time.

1.2.        From the date hereof until the Termination Date, in the event that any Stockholder or any of its controlled Affiliates acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional shares of Company Common Stock or other voting interests with respect to the Company (whether by purchase, upon exercise or conversion of any securities or otherwise), such shares of Company Common Stock or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement and Exhibit A hereto shall be deemed amended accordingly, and such shares of Company Common Stock or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly notify the Company and Buyer of any such event.

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2.           Termination. This Agreement shall terminate automatically and without further action by, or liability or obligation on the part of, the parties hereto upon the earliest to occur of: (i) the valid termination of the Merger Agreement in accordance with its terms; (ii) the mutual written consent of the Company, Buyer and the Stockholders; and (iii) the Effective Time (the earliest such date set forth in clauses (i) through (iii), the “Termination Date”); provided that the provisions set forth in this Section 2, Section 10, and Sections 13 through 29 hereof shall survive the termination of this Agreement; provided, further, that, subject to Section 7.03 of the Merger Agreement, the termination of this Agreement shall not prevent any party hereto from seeking any remedies (at law or in equity) against any other party hereto for that party’s Fraud or Willful Breach of this Agreement occurring prior to such termination. For the purposes hereof, (a) “Fraud” means the actual, knowing and intentional common law fraud (and not a constructive fraud, negligent misrepresentation or omission or any form of fraud premised on recklessness or negligence) of any Person as finally determined by a court of competent jurisdiction in the making of the representations and warranties set forth in Section 5, *Section *6 or *Section *7 of this Agreement, and (b) “Willful Breach” means a breach of any representation or warranty or failure to perform or comply with any covenant, in each case that is the consequence of a deliberate action or omission (including a failure to cure circumstances) by a party to this Agreement with the knowledge that the taking of, or failure to take, such act would, or would reasonably be expected to, result in a breach of this Agreement.

3.           Certain Covenants.

3.1.         Transfers. Beginning on the date hereof until the Termination Date, each Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, such Stockholder shall not, and shall cause its Affiliates and their respective Representatives not to, directly or indirectly, (i) tender any Covered Shares into any tender or exchange offer, (ii) offer, sell, transfer, assign, exchange, pledge, hypothecate, hedge, gift, loan, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any Contract, option, agreement, understanding or other arrangement with respect to the Transfer of, any Covered Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares, in each case, that is inconsistent with this Agreement, or (iv) commit or agree to take any of the foregoing actions. Any Transfer in violation of this Section 3.1 shall be void ab initio. Notwithstanding anything to the contrary in this Agreement, any Stockholder may Transfer any or all of the Covered Shares, in accordance with applicable Law, (A) to such Stockholder’s Affiliates, or (B) to any custodian or nominee for the purpose of holding such Covered Shares for the account of such Stockholder; provided, that, prior to and as a condition to the effectiveness of such Transfer contemplated by the foregoing clauses (A) and (B), each Person to whom any of such Covered Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Buyer and the Company a counterpart of this Agreement in a form reasonably acceptable to Buyer and the Company pursuant to which such transferee shall be bound by all of the terms and provisions hereof in which case such transferee shall be deemed a Stockholder hereunder, and the transferor shall remain liable for all of its obligations hereunder. From the date hereof until the Termination Date, subject to the immediately preceding sentence, the Stockholders shall retain all of the Owned Shares. At all times from the date of this Agreement until the Termination Date, each Stockholder hereby authorizes the Company or its counsel to impose stop orders to prevent the Transfer of any Covered Shares in violation of this Agreement; provided that the Company shall promptly cause any such stop orders to be removed upon the valid termination of this Agreement in accordance with Section 2.

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3.2.        Regulatory Matters.

(a)          Subject to Section 3.2(c), each Stockholder shall, and shall cause its Affiliates to, use their respective reasonable best efforts, to (i) take such actions (and refrain from taking such actions) and agree or commit to take such actions (and agree or commit to refrain from taking such actions) as are necessary or appropriate to enable Buyer to comply with its obligations pursuant to Section 5.03 of the Merger Agreement and Section 5.03 of the Buyer Disclosure Letter and (ii) consistent with the time frames set forth in Section 5.03 of the Merger Agreement, supply and provide information that, to such Stockholder’s knowledge, is complete and accurate in all material respects to any Governmental Authority requesting such information in connection with filings or notifications under, or relating to, applicable Laws (collectively, the “Regulatory Filings”) that are required or advisable as a result of, or pursuant to, the Merger Agreement and the related financings and transactions, including information required or requested to be provided to any antitrust, regulatory, financial, national security or other Governmental Authorities in connection with any approvals reasonably sought in connection with the Transactions (collectively, the “Regulatory Disclosures”). Notwithstanding anything to the contrary herein, the Stockholders may designate any Regulatory Disclosures that contain sensitive, legally privileged, or confidential information in respect of the Stockholders or any of their Affiliates as exclusive to the Stockholders and the Stockholders may provide that any such sensitive, legally privileged, or confidential information may only be provided on a counsel-only basis or directly to the applicable Governmental Authority requesting such information. No Stockholder shall make any filings or notifications in connection with the Merger pursuant to any Antitrust Laws without the Company’s and Buyer’s prior written consent (not to be unreasonably withheld, delayed or conditioned). Neither Buyer nor the Company will file any Regulatory Filings that contain information with respect to a Stockholder or its Affiliates without first providing such Stockholder and its counsel a reasonable opportunity to review and comment thereon, and will give good faith consideration to all reasonable additions, deletions or changes suggested by such Stockholder and its counsel.

(b)         Each Stockholder represents, warrants and covenants to Buyer and the Company that: (i) none of the information supplied in writing by such Stockholder specifically for inclusion or incorporation by reference in the Regulatory Disclosures will contain a material misstatement of fact or a material omission of fact necessary to make the information provided not misleading; and (ii) such Stockholder does not and will not permit any entity under the “control” (defined in Section 721 of the Defense Production Act, as amended, including all implementing regulations thereof) of a People’s Republic of China national, or any entity under the “control” of a Russian Federation national, to obtain through any Affiliate, control with respect to the Company.

(c)         Each Stockholder shall (i) promptly keep Buyer and the Company informed of any material communication received by or on behalf of such Stockholder from a Governmental Authority in connection with the Transactions and permit Buyer and the Company to review and discuss in advance (and to consider in good faith any comments made by Buyer or the Company, as applicable, in relation to) any proposed draft notifications, formal notifications, filing (provided, however, that filings made under the HSR Act need not be shared), submission or other written substantive communication made in connection with the Transactions to a Governmental Authority, and (ii) to the extent permitted by the applicable Governmental Authority, promptly give Buyer and the Company reasonable prior notice of such meeting and the opportunity to attend and participate in any meeting (whether in person, by telephone or videoconference) with or before any Governmental Authority in respect of the Transactions. However, the Stockholders may designate any non-public information provided to any Governmental Authority as restricted to “outside counsel” only and any such information shall not be shared with employees, officers or directors or their equivalents of the other party without approval of the party providing the non-public information; provided, however, that the Stockholders may redact any valuation and related information, or information that is protected by legal privilege, before sharing any information provided to any Governmental Authority with the other parties on an “outside counsel” only basis.

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(d)        Each Stockholder shall, and shall cause its Affiliates to, use their respective reasonable best efforts to consummate and make effective the Transactions and to cause the conditions to the Closing set forth in the Merger Agreement to be satisfied as promptly as reasonably practicable, and in any event, prior to the Outside Date. Notwithstanding anything to the contrary in this Section 3.2, the obligations of each Stockholder and its Affiliates under this Section 3.2 shall be subject in all respects to the limitations set forth in Section 5.03(d) of the Merger Agreement applicable to Investor Group Members and their respective Affiliates.

3.3.       Additional Covenants. Each Stockholder shall permit Buyer and the Company to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document Buyer or the Company determines to be desirable or required by applicable Law in connection with the Merger and any other Transactions, such Stockholder’s identity and ownership of Covered Shares and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement.

4.            Proxy Statement; Schedule 13E-3 and Schedules 13D.

 (a)           As promptly as reasonably practicable (but in any event within 30 Business Days) after the execution of the Merger Agreement, the Company will prepare (with Buyer’s reasonable cooperation) and file with the SEC a preliminary proxy statement to be sent to the stockholders in connection with the Company Stockholders Meeting (the proxy statement, including any amendments or supplements thereto, the “Proxy Statement”). The Company, Buyer and the Stockholders shall cooperate to, concurrently with the preparation and filing of the Proxy Statement, jointly prepare and file with the SEC a Rule 13e-3 Transaction Statement on Schedule 13E-3 (such transaction statement, including any amendment or supplement thereto, the “Schedule 13E-3”) relating to the Merger and the other transactions contemplated by the Merger Agreement. The Stockholders shall promptly provide information reasonably requested by the Company or Buyer in connection with the preparation of the Proxy Statement and the Schedule 13E-3. The information supplied by such Stockholder for inclusion or incorporation by reference in the Proxy Statement or the Schedule 13E-3 or any other Required Regulatory Approvals will not, at the time that such information is provided, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. The Company and Buyer shall (i) provide the Stockholders and their counsel a reasonable opportunity to review drafts of the Proxy Statement and the Schedule 13E-3 prior to filing the Proxy Statement and the Schedule 13E-3 with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by the Stockholders, their counsel and their other Representatives. Each Stockholder and its applicable Affiliates shall (i) provide the Company and its counsel a reasonable opportunity to review drafts of all required disclosure statements on Schedule 13D or any amendments or supplements thereto, as applicable (such disclosure statements, including any amendments or supplements thereto, the “Schedule 13D Filings”), relating to the Company, the Merger Agreement, this Agreement and the transactions contemplated hereby and thereby (including the Merger) prior to filing such materials with the SEC and (ii) consider in good faith all comments thereto reasonably proposed by the Company, its counsel and their respective Representatives.

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 (b)          Assistance. The Company, Buyer and the Stockholders will use their respective reasonable best efforts to furnish all information concerning such party and its controlled Affiliates to the other parties that is reasonably necessary for the preparation and filing of the Proxy Statement, the Schedule 13E-3 and all Schedule 13D Filings and will otherwise reasonably assist and cooperate with the other parties in the preparation, filing and distribution of the Proxy Statement, the Schedule 13E-3 and all Schedule 13D Filings and the resolution of any comments thereto received from the SEC.

5.           Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Buyer and the Company as follows:

5.1.        Due Authority. Such Stockholder is a legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of formation. Such Stockholder has all requisite corporate or other similar power and authority and has taken all corporate or other similar action necessary (including approval by the board of directors or applicable corporate bodies) to execute, deliver, comply with and perform its obligations under this Agreement in accordance with the terms hereof and to consummate the transactions contemplated hereby, and no other action on the part of or, if such Stockholder is not a natural Person, vote of holders of any equity securities of such Stockholder is necessary to authorize the execution and delivery of, compliance with and performance by such Stockholder of this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due execution and delivery of this Agreement by all of the other parties hereto, constitutes a legal, valid and binding agreement of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Enforceability Exception.

5.2.       No Conflict. The execution and delivery of, compliance with and performance of this Agreement by such Stockholder do not and will not (i) if an entity, conflict with or result in any violation or breach of any provision of the certificate of incorporation, bylaws, certificate of formation or operating agreement or similar organizational documents of such Stockholder, (ii) conflict with or result in a violation or breach of any applicable Law, (iii) require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which such Stockholder is entitled, under any Contract binding upon such Stockholder, or to which any of its properties, rights or other assets are subject or (iv) result in the creation of an Encumbrance (other than Permitted Encumbrances) on any of the properties or assets (including intangible assets) of such Stockholder, except in the case of clauses (i), (ii), (iii) and (iv) above, any such violation, breach, conflict, default, termination, acceleration, cancellation, loss or Encumbrance that would not, individually or in the aggregate, reasonably be expected to restrict in any material respect, prohibit or impair in any material respect the consummation of the Merger or the performance by such Stockholder of its obligations under this Agreement.

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5.3.          Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement or the performance by such Stockholder of its obligations hereunder, except (a) as required by the rules and regulations promulgated under the Exchange Act, the Securities Act, or state securities, takeover, and “blue sky” Laws, (b) compliance with any applicable requirements of the HSR Act and any other Antitrust Laws or FDI Laws set forth on Section 3.05 of the Company Disclosure Letter, (c) the applicable rules and regulations of the SEC or any applicable stock exchange, or (d) as would not, individually or in the aggregate, reasonably be expected to prohibit or, in any material respect, restrict, impair or delay the consummation of the Transactions or the performance by such Stockholder of its obligations under this Agreement.

5.4.        *Ownership of the Owned Shares*. Such Stockholder is, as of the date hereof, the record holder and beneficial owner of the Owned Shares, all of which are free and clear of any and all Encumbrances, other than those (i) created by this Agreement, (ii) arising under applicable securities Laws, or (iii) set forth on Schedule 5.4. Other than any Equity-Based Awards owned of record or beneficially by such Stockholder, such Stockholder does not own, of record or beneficially, any shares of capital stock of the Company, or other rights to acquire shares of capital stock of the Company, in each case other than the Owned Shares and any rights or obligations arising under the Merger Agreement or any Equity Commitment Letter to acquire shares of Buyer or the Surviving Corporation in connection with the transactions contemplated thereby. Such Stockholder has the sole right to dispose of the Owned Shares, and none of the Owned Shares is subject to any pledge, disposition, transfer or other agreement, arrangement or restriction, except as set forth on Schedule 5.4 or otherwise contemplated by this Agreement. Except as set forth on Schedule 5.4, as of the date hereof, such Stockholder has not entered into any agreement to Transfer any Owned Shares, and no Person has a right to acquire any of the Owned Shares held by such Stockholder. Notwithstanding anything to the contrary in this Agreement, the Merger Agreement or any other Ancillary Document, nothing set forth on Schedule 5.4 would, individually or in the aggregate, reasonably be expected to prohibit or, in any material respect, restrict, impair or delay the consummation of the Merger or the performance by such Stockholder of its obligations under this Agreement.

5.5.      Absence of Litigation. As of the date hereof, there is no Action pending against or, to the knowledge of such Stockholder, threatened against or affecting such Stockholder or any of its Affiliates (other than the Company and its Subsidiaries) that would reasonably be expected to prevent, materially delay or materially impair the ability of such Stockholder to perform its obligations under this Agreement.

5.6.        Finder’s Fee. Except as set forth in Section 4.09 of the Buyer Disclosure Letter, no broker, investment bank, financial advisor or other Person is entitled to any broker’s, finder’s, financial adviser’s or similar fee or commission payable by the Company or its Subsidiaries on or prior to the Closing in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of such Stockholder.

6.           Representations and Warranties of the Company. The Company hereby represents and warrants to the Stockholders and Buyer as follows:

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6.1.       Due Authority. The Company is a legal entity duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. The Company has all requisite corporate power and authority and has taken all corporate action necessary (including approval by the Company Board (acting on the recommendation of the Special Committee) and the Special Committee) to execute, deliver, comply with and perform its obligations under this Agreement in accordance with the terms hereof and to consummate the transactions contemplated hereby, and no other corporate action by the Company or vote of holders of any class of the capital stock of the Company is necessary to approve and adopt this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by all of the other parties hereto, constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally.

6.2.        No Conflict. The execution and delivery of, compliance with and performance by the Company of this Agreement do not and will not, other than as provided in the Merger Agreement with respect to the Merger and the other transactions contemplated thereby, (i) conflict with or result in any violation or breach of any provision of the certificate of incorporation, bylaws, certificate of formation or operating agreement of the Company or the similar organizational documents of any of its Subsidiaries, (ii) conflict with or result in a violation or breach of any applicable Law, (iii) require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which the Company and any of its Subsidiaries are entitled, under any Contract binding upon the Company or any of its Subsidiaries, or to which any of their respective properties, rights or other assets are subject or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above, any such violation, breach, conflict, default, termination, acceleration, cancellation, loss, or Encumbrance that would not reasonably be expected to restrict, prohibit or impair the performance by the Company of its obligations under this Agreement.

6.3.       Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation by the Company of the transactions contemplated hereby, except (a) as required by the rules and regulations promulgated under the Exchange Act, the Securities Act, or state securities, takeover, and “blue sky” Laws, (b) Transaction Regulatory Filings, (c) the applicable rules and regulations of the SEC or any applicable stock exchange, or (d) as would not, individually or in the aggregate, reasonably be expected to prohibit or, in any material respect, restrict, impair or delay the consummation of the Transactions or the performance by the Company of its obligations under this Agreement.

6.4.       Absence of Litigation. As of the date hereof, there is no Action pending against or, to the knowledge of the Company, threatened against or affecting the Company that would reasonably be expected to prevent, materially delay or materially impair the ability of the Company to perform its obligations under this Agreement.

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7.           Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Stockholders and the Company as follows:

7.1.       Due Authority. Buyer is a legal entity duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation. Buyer has all requisite corporate power and authority and has taken all corporate action necessary (including approval by the board of directors or applicable corporate bodies) to execute, deliver, comply with and perform its obligations under this Agreement in accordance with the terms hereof and to consummate the transactions contemplated hereby, and no other corporate action by Buyer or vote of holders of any class of the capital stock of Buyer is necessary to approve and adopt this Agreement. This Agreement has been duly executed and delivered by Buyer and, assuming the due execution and delivery of this Agreement by all of the other parties hereto, constitutes a legal, valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally.

7.2.        No Conflict. The execution and delivery of, compliance with and performance by Buyer of this Agreement do not and will not, other than as provided in the Merger Agreement with respect to the Transactions, (i) conflict with or result in any violation or breach of any provision of the certificate of incorporation, bylaws, certificate of formation or operating agreement of Buyer or the similar organizational documents of any of its Subsidiaries, (ii) conflict with or result in a violation or breach of any applicable Law, (iii) require any consent by any Person under, constitute a default, or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation or acceleration of any right or obligation or the loss of any benefit to which Buyer and any of its Subsidiaries are entitled, under any Contract binding upon Buyer or any of its Subsidiaries, or to which any of their respective properties, rights or other assets are subject or (iv) result in the creation of any Encumbrance (other than Permitted Encumbrances) on any of the properties or assets (including intangible assets) of Buyer or any of its Subsidiaries, except in the case of clauses (ii), (iii) and (iv) above, any such violation, breach, conflict, default, termination, acceleration, cancellation, loss, or Encumbrance that would not reasonably be expected to restrict, prohibit or impair the performance by Buyer of its obligations under this Agreement.

7.3.       Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority, is required by or with respect to Buyer in connection with the execution and delivery of this Agreement or the consummation by Buyer of the transactions contemplated hereby, except (a) as required by the rules and regulations promulgated under the Exchange Act, the Securities Act, or state securities, takeover, and “blue sky” Laws, (b) compliance with any applicable requirements of the HSR Act and any other Antitrust Laws or FDI Laws set forth on Section 3.05 of the Company Disclosure Letter, (c) the applicable rules and regulations of the SEC or any applicable stock exchange, or (d) as would not, individually or in the aggregate, reasonably be expected to prohibit or, in any material respect, restrict, impair or delay the consummation of the Transactions or the performance by Buyer of its obligations under this Agreement.

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7.4.       Absence of Litigation. As of the date hereof, there is no Action pending against or, to the knowledge of Buyer, threatened against or affecting Buyer that would reasonably be expected to prevent, materially delay or materially impair the ability of Buyer to perform its obligations under this Agreement.

7.5.       Ownership Structure. Penske Corporation, a Delaware corporation (“PC”), and Mitsui & Co., Ltd., a Japanese corporation (“Mitsui Japan”), own beneficially and of record all of the outstanding shares of capital stock of Buyer, free and clear of all Encumbrances other than Encumbrances arising in connection with the Financing or under the Interim Investors Agreement, dated as of the date hereof (the “Interim Investors Agreement”), among Buyer, PC, Penske Automotive Holdings Corp., a Delaware corporation, Mitsui Japan and Mitsui & Co. (U.S.A.), Inc., a New York corporation, and transfer restrictions of general applicability as may be provided under the Securities Act or other applicable securities Laws; provided, in each case, that such Encumbrances would not, individually or in the aggregate, reasonably be expected to prohibit or, in any material respect, restrict, impair or delay the consummation of the Merger or the performance by such Stockholder of its obligations under this Agreement.  Except as contemplated by the Equity Commitment Letters, there are no options, warrants, rights, convertible or exchangeable securities, stock-based performance units or Contracts to which Buyer is a party or by which Buyer is bound obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or any security convertible or exchangeable for any shares of capital stock of, Buyer.  Buyer was formed solely for the purpose of engaging in the Transactions, has no liabilities or obligations of any nature other than those incident to its formation or pursuant to the Transactions and, prior to the Effective Time, will not engage in any other business activities other than those relating to the Transactions or those incident to its formation.

8.         **Stockholder Capacity. This Agreement is being entered into by each Stockholder solely in its capacity as a record and/or beneficial owner of the Owned Shares, and nothing in this Agreement shall restrict or limit, or require any Stockholder to attempt to restrict or limit, the ability of any Stockholder or any of its Affiliates or Representatives who is a director or officer of the Company or any of the Company’s Subsidiaries to take, or refrain from taking, any action in his or her capacity as a director or officer of the Company or any of its Affiliates, including the exercise of fiduciary duties to the Company or its stockholders, and any such action taken in such capacity or any such inaction shall not constitute a breach of this Agreement.

9.           Non-Survival of Representations, Warranties and Covenants. Other than the covenants and agreements in Section 2, Section 10, *Sections *13 through 18 and Sections 20 through 29, which shall survive the Termination Date in accordance with their terms, the representations, warranties and covenants contained herein shall not survive the Termination Date.

10.        Waiver of Appraisal and Dissenter Rights and Certain Other Actions. Each Stockholder hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, and agrees to cause to be waived and not to assert any appraisal rights, any dissenter’s rights and any similar rights under Section 262 of the DGCL or otherwise with respect to such Stockholder’s Covered Shares with respect to the Transactions. Without limiting any rights or remedies of the Stockholders, their Affiliates or Representatives under the Merger Agreement, this Agreement, the Limited Guarantees or the Equity Commitment Letters, each Stockholder agrees not to (and agrees to cause its Affiliates and their respective Representatives not to) commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any Action against Buyer, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any Action (x) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement or (y) alleging a breach of any fiduciary duty of the Company Board or the Special Committee in connection with this Agreement, the Merger Agreement, or the Transactions.

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11.        Certain Adjustments. In the event of a stock split, stock dividend or distribution, or any change in the Company Common Stock by reason of any split-up, reverse stock split, recapitalization, combination, reclassification, exchange of shares or the like, the terms “Company Common Stock,” “Covered Shares” and “Owned Shares” and each other economic or equity-based term or provision herein shall be (a) deemed to refer to and include, as applicable, such shares as well as all such stock dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction and (b) otherwise equitably adjusted to reflect the effect of such transaction or transactions during the term of this Agreement.

12.        Further Assurances. Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as Buyer or the Company may reasonably request to the extent necessary to perform such Stockholder's obligations under, and effect the transactions contemplated by, this Agreement.

13.         Notices. All notices and other communications under this Agreement must be in writing and will be deemed to have been duly delivered and received using one or a combination of the following methods: (i) one (1) Business Day after being sent for next Business Day delivery, fees prepaid, via a reputable nationwide overnight courier service; (ii) immediately upon delivery by hand; or (iii) on the date sent by email, in each case, to the following recipient:

(a)          if to the Stockholders:

Mitsui & Co., Ltd.

2-1, Otemachi 1-chome,

Chiyoda-ku, Tokyo 100-8631, Japan

Attention:    Hidenori Yamano

Email:          [***]

with a copy to:

Mitsui & Co. (U.S.A.), Inc.

200 Park Avenue

New York, New York 10166

Attention:    Masahiro Suzuki

Email:          [***]

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

Debevoise & Plimpton LLP

66 Hudson Boulevard

New York, New York 10001

Attention:    William D. Regner; Ezra Borut

Email:          [***]

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(b)          if to Buyer:

Motown Acquisition Corp.

c/o Penske Corporation

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

Attention:    Lawrence N. Bluth

Email: [***]

with a copy to:

Mitsui & Co., Ltd.

2-1, Otemachi 1-chome,

Chiyoda-ku, Tokyo 100-8631, Japan

Attention:  Hidenori Yamano

Email:  [***]

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

Jones Day

250 Vesey Street

New York, New York 10281

Attention: Andrew M. Levine; Zachary R. Brecheisen; Justin T. Roland

Email: [***]

and

Debevoise & Plimpton LLP

66 Hudson Boulevard

New York, NY, 10001

Attention: William D. Regner; Ezra Borut

Email: [***]

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(c)          if to the Company (prior to the Effective Time) to:

Penske Automotive Group, Inc.

2555 S. Telegraph Road

Bloomfield Hills, MI 48302

Attention: Shane Spradlin

Email: [***]

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

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention:      Jeffrey D. Marell

     Lara B. Solomons

Email:            [***]

 [***]

and

Freshfields US LLP

3 World Trade Center

175 Greenwich Street

New York, NY 10007

Attention:     Damien Zoubek; Oliver Board

Email:          [***]

   [***]

14.         **Interpretation. Where a reference in this Agreement is made to a section or exhibit, such reference shall be to a section of or exhibit to this Agreement unless otherwise indicated. If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing the masculine gender shall include the feminine and neutral genders and vice versa, and the definitions of terms contained in this Agreement are applicable to the singular as well as the plural forms of such terms. The words “includes” or “including” shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder” and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words appear, the terms “or” and “either” are not exclusive, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply “if,” any reference to a Law shall include any rules and regulations promulgated thereunder, and any reference to any Law in this Agreement shall mean such Law as from time to time amended, modified or supplemented. Each reference to a “wholly owned Subsidiary” or “wholly owned Subsidiaries” of a Person shall be deemed to include any Subsidiary of such Person where all of the equity interests of such Subsidiary are directly or indirectly owned by such Person (other than directors qualifying shares, nominee shares or other equity interests that are required by Law to be held by a director or nominee). For all purposes under this Agreement, the Stockholders and Buyer shall be deemed not to be Affiliates of the Company and its Subsidiaries and vice versa.

15.       Entire Agreement. This Agreement (along with the documents referenced herein and any other agreement entered into in connection herewith by any of the parties hereto), the Confidentiality Agreement, the Limited Guarantees, the Equity Commitment Letters and the other Ancillary Documents collectively constitute the entire agreement, and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties hereto, with respect to the subject matter hereof.

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16.         No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except that each Non-Recourse Party referenced in Section 20 shall be an express third-party beneficiary of, and entitled to enforce, Section 20.

17.         Governing Law; Waiver of Jury Trial.

(a)          This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of Laws principles.

(b)          All Actions arising out of or relating to this Agreement or the Transactions will be heard and determined in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware).  The parties hereto hereby irrevocably (i) submit to the exclusive jurisdiction and venue of such courts in any such Action, (ii) waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Action, (iii) agree to not attempt to deny or defeat such jurisdiction by motion or otherwise request for leave from any such court, and (iv) agree to not bring any Action arising out of or relating to this Agreement or the Transactions in any court other than the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Action, any state or federal court within the State of Delaware), except for Actions brought to enforce the judgment of any such court.  The consents to jurisdiction and venue set forth in this Section 17 will not constitute general consents to service of process in the State of Delaware and will have no effect for any purpose except as provided in this paragraph and will not be deemed to confer rights on any Person other than the parties hereto.  Each party hereto agrees that service of process upon such party in any Action arising out of or relating to this Agreement will be effective if notice is given in accordance with Section 13 of this Agreement.  The parties hereto agree that a final judgment in any such Action will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing will restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

(c)       EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH (INCLUDING THE DEBT FINANCING) OR THE TRANSACTIONS CONTEMPLATED THEREBY.  EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (1) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (2) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (3) IT MAKES SUCH WAIVER VOLUNTARILY, AND (4) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 17.

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18.        Assignment; Successors. Other than as provided herein, neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party hereto without the prior written consent of the other parties hereto, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

19.        Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform the provisions of this Agreement (including any party hereto failing to take any actions that are required of it hereunder) in accordance with their specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) the parties hereto will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance and other equitable relief to prevent breaches (or threatened breaches) of this Agreement or to enforce specifically the terms and provisions hereof and without bond or other security being required, (b) if any party hereto is seeking injunctive relief, specific performance or other equitable relief pursuant hereto, the other parties hereto will not assert that a remedy of monetary damages would provide an adequate remedy for such breach, and (c) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the Company, Buyer or the Stockholders would have entered into this Agreement. Notwithstanding the foregoing, nothing herein shall (i) in any way limit a party’s right to pursue a claim for monetary damages arising out of any other party’s Fraud or Willful Breach of this Agreement, (ii) confer on any Person any right to specifically enforce the Merger Agreement, any Equity Commitment Letter, any Limited Guarantee or any obligation to fund the Equity Financing or consummate the Closing, except in accordance with the terms, conditions and limitations of the applicable agreement, letter or guarantee, or (iii) eliminate any requirement for approval of the Special Committee in accordance with the Merger Agreement. Notwithstanding anything to the contrary herein, any monetary damages payable by Buyer or any Stockholder, on the one hand, or the Company, on the other hand, arising under or in connection with this Agreement shall be subject in all respects to Section 7.03 of the Merger Agreement and the maximum aggregate monetary liability applicable to such Person, as set forth therein.

20.         **Non-Recourse. Each party agrees, on behalf of itself and its Related Parties, that this Agreement may only be enforced against, and any Action based upon, arising out of, or related in any manner to (i) this Agreement, (ii) the negotiation, execution or performance of this Agreement, and (iii) any breach or violation of this Agreement, in each case, may only be brought against the Persons that are expressly named as parties hereto and then only with respect to the specific obligations set forth herein with respect to such party. No Related Party of any party hereto that is not itself expressly named as a party hereto (each, a “Non-Recourse Party”) shall have any liability to any party hereto or any of its Related Parties for any obligations or liabilities of any party under this Agreement or for any Action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) based on, in respect of or by reason of the matters described in the immediately preceding clauses (i) through (iii). Each Non-Recourse Party shall be an express third party beneficiary of, and entitled to enforce, this Section 20. For the avoidance of doubt, nothing in this Section 20 shall limit or otherwise affect any rights or remedies against any Person under any other agreement to which such Person is a party.

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21.         Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circumstances will be interpreted so as reasonably to effect the intent of the parties hereto. The parties hereto further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

22.         Counterparts. This Agreement and any amendments hereto may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto, it being understood that all parties hereto need not sign the same counterpart. Any such counterpart, to the extent delivered by electronic delivery, will be treated in all manners and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No party hereto may raise the use of an electronic delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an electronic delivery, as a defense to the formation of a contract, and each party hereto forever waives any such defense, except to the extent such defense relates to lack of authenticity.

23.        Amendment; Waiver. This Agreement may be amended by the parties hereto, and the terms and conditions hereof may be waived, only by an instrument in writing signed on behalf of each of the parties hereto or, in the case of a waiver, by an instrument signed on behalf of the party waiving compliance; provided that any amendment or waiver by the Company shall require the prior approval of the Special Committee. No failure or delay on the part of a party in the exercise of any right or remedy hereunder shall impair such right or power or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right or power.

24.       **No Presumption Against Drafting Party. The Company, Buyer and the Stockholders acknowledge that each party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

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25.        Special Committee Approval. Notwithstanding anything to the contrary herein, prior to the Effective Time, no (i) amendment to or waiver of any provision of this Agreement or (ii) exercise or enforcement of the rights of the Company hereunder, solely to the extent such rights expressly relate to transactions contemplated hereby, shall be taken by or on behalf of the Company without the approval or authorization of the Special Committee.

26.         No Agreement until Executed. This Agreement shall not be effective unless and until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed and delivered by all parties hereto.

27.       Stockholder Obligations Several and Not Joint. The obligations of each Stockholder hereunder shall be several and not joint, and no Stockholder shall be liable for any breach of the terms of this Agreement by any other Stockholder. For the avoidance of doubt, no Stockholder hereunder shall have any liability for any breach of any other Support Agreement by any party thereto.

28.        No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Buyer any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All ownership and economic benefits of and relating to a Stockholder’s Covered Shares shall remain vested in and belong to the applicable Stockholder.

29.       Expenses. Whether or not the Merger is consummated, all costs and expenses, including fees, expenses and disbursements of legal, financial, tax, accounting, advisory, valuation or other advisors or consultants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs or expenses.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

[Signature Page to Voting and Support Agreement]

[Signature Page to Voting and Support Agreement]

[Signature Page to Voting and Support Agreement]

[Signature Page to Voting and Support Agreement]

Exhibit A

Owned Shares

Mitsui Support Agreement:

Schedule 5.4

Encumbrances and Other Arrangements

Mitsui & Co., Ltd.

Mitsui & Co. (U.S.A.), Inc.