PREMIUM FUEL PROGRAM RULES & BENEFITS FOR ASSOCIATE DEALERS EFFECTIVE JULY 1, 2013

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1 213 FOR ASSOCIATE DEALERS ENROLLMENT Each Associate Dealer must enroll and be accepted into the Premium FUEL Program before quarterly bonuses or support materials can be earned. 1. Complete the Associate Dealer enrollment form and forward it to your Authorized Kumho Distributor (referred to herein as Distributor ). Once you designate a Distributor, only purchases direct from that Distributor will count toward your volume requirements. 2. Return the enrollment form to your Distributor. Your Distributor will send the enrollment form to Kumho Tire USA to activate your membership in this program. Your enrollment date is the date the enrollment form is signed by the appropriate Kumho sales representative. 3. You will receive confirmation of your enrollment, your official start date, and your opening support package after your enrollment has been accepted by Kumho Tire USA. ASSOCIATE DEALER PROGRAM BENEFITS Minimum Opening Order Units UNITS UNITS 15+ UNITS Quarterly Volume Reward Requirements Minimum 12 units Minimum 75 units Minimum 15 units Quarterly Bonus $5 per tire Up to $7 per tire Up to $1 per tire Showroom Display Materials Will be provided Will be provided Will be provided Qualifying Tires *Select ECSTA tires ONLY All qualifying tires below All qualifying tires below *ECSTA XS (KU36), ECSTA LE Sport (KU39), ECSTA LX Platinum (KU27), ECSTA 4X (KU22) and ECSTA STX (KL12). QUARTERLY BONUS STRUCTURE Bonuses will be earned by purchasing a minimum of 12 units of a combination of the following patterns of Kumho products: PRODUCT LINE UNITS UNITS 15+ UNITS ECSTA XS (KU36) $5./tire $7./tire $1./tire ECSTA LE Sport (KU39) $5./tire $7./tire $1./tire ECSTA LX Platinum (KU27) $5./tire $7./tire $1./tire ECSTA 4X (KU22) $5./tire $7./tire $1./tire ECSTA STX (KL12) $5./tire $7./tire $1./tire Solus KH16 NEW! $6./tire $7.5/tire ECSTA PA31 NEW! ECSTA AST (KU25) NEW! Solus KR21 NEW! ECO Solus KL21 NEW! Road Venture APT (KL51) NEW! Road Venture AT (KL78) NEW! Road Venture MT (KL71) NEW! BONUS WILL BE EARNED UPON REACHING A MINIMUM 12 UNITS IN A QUARTER (Minimum 12 units in a quarter for qualifying ECSTA tires: ECSTA XS (KU36), ECSTA LE Sport (KU39), ECSTA LX Platinum (KU27), ECSTA 4X (KU22) and ECSTA STX (KL12). Each quarter, purchased quantities of the eligible products will be multiplied by the per unit bonus to determine the quarterly premium fuel bonus. Quarterly Bonus is paid only if the volume requirements per quarter are achieved. Quarterly bonuses are paid by check or via Direct Deposit directly to the Associate Dealer business entity. Bonuses earned will be paid in the second month after the close of each quarter. Each quarter will stand on its own in regard to the bonuses earned. 1

2 213 FOR ASSOCIATE DEALERS ANNUAL BONUS CATCH-UP STRUCTURE The Premium FUEL Bonus attainment is administered quarterly, with bonuses paid out based on individual quarterly purchases. An annual catch-up bonus will be paid based on combining non-qualifying unit balances that did not reach quarterly requirements. See the table below for example: EXAMPLE QUARTERLY UNITS QUARTERLY BONUS ANNUAL UNITS TOTAL Quarter 1 6 No 6 Quarter 2 15 Yes (at 15+ unit level) 21 Quarter 3 7 No 28 Quarter 4 7 No 35 YEAR-END CATCH-UP BONUS YES 2 (at unit level) Year end catch-up bonus applies to 2 of the 35 qualifying units at the end of the year. (This is minus the 15 qualifying units in Q2 that were already paid out.) Left over units are paid out at the unit level. ($5-$7 per tire.) Volume requirements are accrued based on purchases of eligible Kumho brand products through your designated Distributor. Level requirements are based on a per location basis. If purchases for multi-location Associate Dealers are reported as a combined total, Kumho will divide the purchases equally among the locations to determine the per location quarterly and annual unit achievement. Indoor signage and showroom displays are only a one-time reward per location. Bonuses will not be paid on any Kumho brand products other than those listed in the table on the front of this document. Associate Dealers enrolling in the program after the start of a quarter will be eligible to qualify for full bonus on all purchases made during the quarter of enrollment. ASSOCIATE DEALER REQUIREMENTS Enrollment in the Kumho Associate Dealer Program is subject to the approval of Kumho Tire USA. Associate Dealers must be retail dealers only. Internet based online stores without a physical retail store premise are not eligible to sign as Associate Dealers. Associate Dealers with more than 1% in wholesale sales are not eligible to participate in this program. Associate Dealers with more than 1% in automobile sales are not eligible to participate in this program. Only Associate Dealers in good standing with current distributor are eligible to participate in this program. Direct Kumho Retail Dealers are not eligible to participate in this program. RECEIVING YOUR REWARDS PROOF OF PURCHASE: Your designated Kumho Distributor will provide the required paperwork to confirm your valid purchases and the base dollar amount of the qualified patterns on which your bonus will be paid. Distributors have 3 days from the close of each quarter to provide the required information. NON-BONUS REWARDS Associate Dealers are eligible to receive showroom point-of-purchase displays and indoor signage when they enroll in the Premium Fuel Program. Associate Dealers must contact their designated Kumho Distributor to receive displays and signage. TRANSFERRING DISTRIBUTORS Associate Dealers must select the Kumho Distributor they designate to enroll through for this program. Associate Dealers can change their designated Kumho Distributor only once per calendar year. To change your designated Distributor, contact the Kumho Premium Fuel Program Coordinator, at or FUEL@KumhoTireUSA.com to request a transfer form. Once the appropriate Kumho sales representative approves the form, the change will be effective two weeks from the date the form is approved. Your current designated Distributor will be notified of the change request. KUMHO RESERVES THE RIGHT TO MODIFY OR CANCEL THIS PROGRAM AT ANY TIME. WE RESERVE THE RIGHT TO AUDIT THE WHOLESALERS RECORDS THAT RELATE TO THE SALES REPORTED ON THIS PROGRAM. UNDER NO CIRCUMSTANCES SHALL ANYTHING CONTAINED IN THE ASSOCIATE DEALER PROGRAM BE CONSTRUED TO IMPLY THAT ANY DEALER WILL REMAIN AS AN AUTHORIZED KUMHO DISTRIBUTOR. IN THE EVENT OF ANY DISPUTE REGARDING THIS ASSOCIATE DEALER PROGRAM AND THE DESIGNATION OF DISTRIBUTORS AND ASSOCIATE DEALERS, KUMHO RESERVES THE RIGHT TO DESIGNATE AUTHORIZED DISTRIBUTORS AND ASSOCIATE DEALERS. 2

3 ASSOCIATE DEALER INFORMATION ASSOCIATE DEALER ENROLLMENT FORM AND AGREEMENT Each Associate Dealer location must fill out a separate enrollment form. Please attach a photograph of each location. PLEASE PRINT LEGIBLY. RETURN TO: Kumho Tire USA Premium FUEL Program 1299 Sixth Street Rancho Cucamonga, CA Fax FUEL@KumhoTireUSA.com DEALER BILL TO ACCOUNT NUMBER DEALER NAME DATE FEDERAL TAX ID NUMBER DEALER ADDRESS PHONE (REQUIRED) FAX BANK INFORMATION Please consider Direct Deposit as an alternative to receiving your Premium FUEL rebate checks via the U.S. Postal Service. Direct Deposit gives you access to your money earlier than check deposits. There is no waiting for checks to clear. Direct Deposit payments never get lost. Enroll in Direct Deposit by filling out the information below and by attaching a voided check with the same information. NAME ON BANK ACCOUNT BANK ROUTING NUMBER BANK ADDRESS NAME OF BANK BANK ACCOUNT NUMBER * ASSOCIATE DEALER AGREEMENT/APPROVAL *REQUIRED FOR DIRECT DEPOSIT CONFIRMATION As a participating Premium FUEL Associate Dealer, I agree to all terms and guidelines of the Premium FUEL Associate Dealer Program. I understand that enrollment in Kumho s Associate Dealer Program can be revoked after each year if I am unable to maintain said terms and/or guidelines. I understand that Kumho has the right to change and/or revise said terms and/or guidelines at its discretion. I hereby authorize Kumho Tire USA, Inc. to send out quarterly Premium FUEL payment via direct deposit. ASSOCIATE DEALER - SIGNATURE ASSOCIATE DEALER - PRINT NAME DATE DESIGNATED DISTRIBUTOR INFORMATION Only units purchased from a designated Distributor will count toward your program requirements. DISTRIBUTOR NAME KUMHO BILL TO ACCOUNT NUMBER DISTRIBUTOR ADDRESS DISTRIBUTOR SALESPERSON PHONE FAX DISTRIBUTOR AGREEMENT/APPROVAL As a participating Kumho Distributor, I agree to all terms and guidelines of the Premium FUEL Associate Dealer Program. I understand that enrollment in Kumho s Associate Dealer Program can be revoked after each year if this location is unable to maintain said terms and/or guidelines. I understand that Kumho has the right to change and/or revise said terms and/or guidelines at its discretion. I understand that my Distributor location will be responsible for reporting all units and purchase costs for the above-named Associate Dealer. DISTRIBUTOR SALESPERSON - SIGNATURE DISTRIBUTOR PRINCIPAL/SALES MGR. - SIGNATURE DATE FOR OFFICE USE ONLY OFFICIAL ENROLLMENT DATE: QTR. YR. RECEIVED ENTERED INITIALS ACCOUNT NUMBER KUMHO SALES MGR. SIGNATURE DATE Please read and sign agreement on page 2. 1

4 1. RECITALS A. Kumho distributes Kumho-brand automobile and truck tires and related products ( Products ) through a dealership network established across the United States. Distributor is an Authorized Kumho Distributor of the Products. B. Kumho has a program in effect called the Premium FUEL Associate Dealer Program, as modified from time to time (the Program ), pursuant to which Kumho s Authorized Distributor sells Products through sub-dealers who are named as Authorized Associate Dealers. Under the Program, Kumho provides to Authorized Associate Dealers certain marketing, promotion and related services. C. Distributor and Associate Dealer desire that Kumho appoint Associate Dealer as an Authorized Associate Dealer, and Kumho is willing to effect such appointment on the terms and subject to the conditions of the Agreement. NOW, THEREFORE, in consideration of the foregoing, and for other valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 2. APPOINTMENT A. For the term of this Agreement, Kumho hereby appoints Associate Dealer a non-exclusive authorized Associate Dealer of the Products. B. Associate Dealer hereby agrees for the term of this Agreement to use its best efforts to advertise, promote, solicit customers for, sell and service the Products, and to perform all other obligations, including sales requirements, as may be required by the Program from time to time. Kumho hereby agrees for the term of the Agreement to use its reasonable best efforts to support and assist Associate Dealer in the promotion, sale and servicing of the Products in accordance with the Program. Kumho shall have the right to alter, amend or terminate the Program at any time in its sole discretion upon giving written notice to Dealer and Associate Dealer. C. Associate Dealer understands, acknowledges and agrees that Kumho shall retain the absolute right to designate other persons as Authorized Associate Dealers without regard to the geographical relation between the sales locations (as hereafter defined), and the business locations of such persons. D. Kumho and its affiliates shall retain the sole and exclusive right to the trademark Kumho, and any and all other trademarks, trade names and other intellectual property rights appurtenant to the Products. Associate Dealer will not use or display any such mark or name for any purpose other than promoting or advertising the sale or use of Kumho Products. Upon termination of this Agreement for any reason, Associate Dealer immediately will cease using or displaying all Kumho trademarks and trade names. 3. WARRANTIES A. Associate Dealer understands that Products bearing the Kumho brand name and D.O.T. number are warranted according to applicable Kumho warranties (the Warranties ). Associate Dealer agrees to display all Warranties according to Kumho policy and all applicable federal and state laws. Associate Dealer shall not modify the terms of any warranty. B. Warranty claims shall be processed and settled in accordance with Kumho Warranty procedures as established by Kumho. C. Distributor locations will perform warranty adjustments for Kumho replacement and Original Equipment tires presented by Kumho customers. 4. ADVERTISING AND PROMOTION A. Associate Dealer shall ensure that sales locations are identified at all times during the term of this Agreement by prominent display of properly maintained Kumho signs and other Kumho point-of-sale materials supplied to Associate Dealer by Kumho. Prior to delivery of any leased Kumho signs to Associate Dealer, Associate Dealer shall enter into a Kumho Sign Lease Agreement. 5. DURATION OF AGREEMENT / TERMINATION A. This agreement shall become effective when signed by Associate Dealer, Dealer s duly authorized representative and an officer of Kumho, and shall continue in full force and effect for so long as Dealer is an authorized Kumho Dealer unless terminated as provided herein. B. Notwithstanding the provisions of Section 6(a), this Agreement may be terminated by either party at any time without cause upon 6 days prior written notice. Such right of termination shall be absolute. C. Upon termination or expiration of this Agreement, Associate Dealer will no longer be an Authorized Associate Dealer and shall not, from that date, hold itself out to the public as such in any way whatsoever, whether expressly or by implication. Associate Dealer shall cooperate fully with Kumho and its authorized agents in removing any signs furnished by Kumho to Associate Dealer. 6. GENERAL ASSOCIATE DEALER ENROLLMENT FORM AND AGREEMENT A. Kumho shall not be liable to either Distributor or Associate Dealer for any breach of contract or other damage arising out of their dealings with one another or caused by the act of omission of either Distributor or Associate Dealer. B. The parties agree that Associate Dealer is an independent contractor and not an employee or agent of Kumho or Distributor. Associate Dealer has paid no fee in connection with this Agreement and is not a franchisee of Kumho or Distributor. C. This agreement shall be governed by and construed under the laws of the State of California. This Associate Dealer Agreement (the Agreement ), is made and entered into as of the day of, 2, by and between Kumho Tire USA, Inc., a California Corporation ( Kumho ), having its principal place of business at th Street, Rancho Cucamonga, CA 9173, and the Distributor and Associate Dealer identified below: DISTRIBUTOR NAME KUMHO BILL TO NUMBER ASSOCIATE DEALER NAME 2 ASSOCIATE DEALER SIGNATURE

5 ELIGIBILITY REQUIREMENTS FOR DISTRIBUTORS 213 FOR DISTRIBUTORS To be eligible to participate in the Premium FUEL Associate Dealer Program as an Authorized Kumho Distributor, each of the following requirements must be met: 1. Only direct Kumho wholesale Dealers can be designated as the Distributor under this program. 2. Only retail Associate Dealers (defined as 9% retail sell out), are eligible to be signed as Associate Dealers. Wholesale Associate Dealers, internet based online stores without a physical retail store premise or businesses with more than 1% automobile sales are not eligible to sign as Associate Dealers. 3. The Kumho Distributor must be capable of providing computerized reports for each Associate Dealer serviced under this program. Only computer-generated reports from actual billing software will be accepted as Proof of Purchase under this program. 4. Only full line Kumho Distributors are eligible to participate in this program. The definition of full line is defined as: THE FOLLOWING KUMHO TIRE PRODUCTS MUST BE STOCKED ON AN ON-GOING BASIS 1. ECSTA 4X (KU22) In at least 12 sizes 2. ECSTA LX Platinum (KU27) In at least 12 sizes 3. ECSTA LE Sport (KU39) In at least 12 sizes 4. ECSTA PA31 or ECSTA AST (KU25) In at least 12 sizes 5. Solus KH16 (KH16) In at least 15 sizes 6. Solus KR21 (KR21) In at least 15 sizes 7. Road Venture AT (KL78) or Road Venture APT (KL51) In at least 12 sizes 5. Associate Dealers cannot be signed outside the normal marketing area of the Distributor. 6. Associate Dealers must agree to allow Kumho Tire USA to audit the Kumho brand sales records submitted as proof of purchase of the Associate Dealers signed under this program. DISTRIBUTOR BENEFITS Distributors will receive a rebate of 2% of the wholesale dollar amount of all eligible product purchases of enrolled Premium Fuel Dealers where the Distributor is the designated Kumho Distributor and the Premium Fuel Dealers have received a rebate direct from Kumho Tire USA. Only products that Kumho has paid a rebate to a Distributor s Premium Fuel Dealer will be eligible to receive the 2% rebate. DISTRIBUTOR TRANSFERS Associate Dealers have the right to select a Distributor with whom they will enroll in the Premium FUEL Associate Dealer Program. Associate Dealers are allowed to change their designated Distributor once per calendar year. Once the appropriate Kumho sales representative approves the Change Premium FUEL Distributor Form, the change will be effective two weeks from the date the form is approved. You will be notified in case your Associate Dealers request a change of Distributor. KUMHO RESERVES THE RIGHT TO CANCEL OR MODIFY THIS PROGRAM AT ANY TIME. KUMHO TIRE USA RESERVES THE RIGHT TO RESTRICT OR RETRACT A DISTRIBUTOR S ELIGIBILITY TO PARTICIPATE IN THIS PROGRAM BY PROVIDING A 6-DAY NOTICE OF CANCELLATION OR NOTICE OF RESTRICTION TO THE DISTRIBUTOR.