2017 FALKEN FANATIC PROGRAM

DEALER ENROLLMENT APPLICATION

DEALER INFORMATION Note: Please use the separate sheet to provide information about additional Dealer location(s).

Date

Dealer Name ______________________________________

Dealer Address_____________________________________

City ______________________________________________

State ___________________________ Zip Code __________

Federal Tax ID Number Number of Locations _________________________________ ____________________________________ ____ ______________________________________ ____

Dealer Account Number _______________________________

Dealer Phone Number_________________________________

For Official Use Only Dealer Fax Number __________________________________

Dealer Contact Name ________________________________

Associate Dealer Number Dealer E-mail _______________________________________

DISTRIBUTOR INFORMATION

Distributor Name __________________________________________________________________________________

Distributor Center Address ____________________________________________________________________________ Distributor Phone & e-mail address ( ) - Email:

Distributor Salesperson _____________________________________________________________________________

AGREEMENT / APPROVAL

We hereby request to be enrolled as a Dealer in the Falken Fanatic Program. Together with this Enrollment Application, we are submitting a signed Dealer Participation Agreement and opening purchase order for Falken's approval. We acknowledge that Falken may approve or deny our request for enrollment in the program in its sole and absolute discretion.

As a participating Falken wholesale distributor, we request that Dealer be enrolled in the Falken Fanatic Program. Together with this Enrollment Application, we are submitting a signed Dealer Participation Agreement for Falken's approval. We acknowledge that Falken may approve or deny this request in its sole and absolute discretion. We acknowledge that enrollments will not be processed during the last ten (10) business days of any given quarter.

DEALER DISTRIBUTOR

By: By:

Name: Name:

Signature: Signature:

Title: Title:

Date: Date:

Return form to Falken, Attn: Falken Fanatic Program Administrator, 8656 Haven Ave., Rancho Cucamonga, CA 91730 Or email to: Fanatic@FalkenTire.com

FOR OFFICIAL USE ONLY: Official Enrollment Date: QTR YR

Falken Account Manager Signature Date

Falken Zone Manager Signature Date

RECEIVED

ENTERED

INITIAL

2017 FALKEN FANATIC PROGRAM

DEALER ENROLLMENT APPLICATION

ADDITIONAL DEALER LOCATION(S)

Dealer Location Name

Dealer Location Name

Dealer Address Dealer Address

Dealer Phone Number

Dealer Phone Number

Dealer Fax Number Dealer Fax Number

Contact Name Contact Name

E-mail Address E-mail Address

Dealer Location Name

Dealer Location Name

Dealer Address Dealer Address

Dealer Phone Number

Dealer Phone Number

Dealer Fax Number Dealer Fax Number

Contact Name Contact Name

E-mail Address E-mail Address

Dealer Location Name

Dealer Location Name

Dealer Address Dealer Address

Dealer Phone Number

Dealer Phone Number

Dealer Fax Number Dealer Fax Number

Contact Name Contact Name

E-mail Address E-mail Address

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419547.4

FANATIC DEALER PARTICIPATION AGREEMENT

This Falken Fanatic Program Dealer Participation Agreement (this “Agreement”)

dated as of ____________, 2017 is entered into by and between

_________________________________________ (“Distributor”) and

____________________________________________ (“Dealer”) and approved by

Sumitomo Rubber North America, Inc., dba Falken Tire Corporation (“Falken”).

Distributor and Dealer are herein referred to individually as a "Party and collectively as

the "Parties."

Recitals

A Distributor is an authorized wholesale distributor of Falken brand passenger

and light truck tires supplied by Falken. The Dealer is a retail seller, not a wholesaler, of

passenger and/or light truck tires. A Dealer has completed and submitted to Distributor a

Falken Fanatic Program Dealer Enrollment Application (the "Enrollment Application")

and desires to participate in the Falken Fanatic Program (as defined below) which is

conducted by Distributor and supported by Falken, in accordance with the terms and

conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants contained herein, the Parties agree as follows: The Falken Fanatic Program.

The Falken Fanatic Program (the "Program") is a sales incentive program in which

Dealer can earn cash rewards for sales of tires ("Tires") in the tire lines ("Tire Lines") set

forth in the Falken Fanatic Program Outline (the "Program Outline") attached hereto as

Exhibit A. Program Requirements. In order to participate in the Program and earn

cash rewards, Dealer must satisfy each of the following requirements: Make an initial

purchase from Distributor of a minimum quantity of twenty-four (24) Tires for each

designated retail location as listed on the Enrollment Application (each a “Location” and

collectively, the “Locations”). Dealer shall not sell Tires at any location other than the

Locations. Concurrently with the execution of this Agreement, Dealer shall deliver to

Distributor an opening firm purchase order meeting these minimum purchase

requirements. Purchase a minimum of sixty (60) Tires for each Location in each calendar

quarter, ending on March 31, June 30, September 30 and December 31. The minimum

purchase requirement for periods of less than a full calendar quarter shall be prorated

based on the number of days remaining in the quarter divided by the total number of days

in the quarter. Purchase and display a minimum of three (3) Tire Lines at each Location.

1. Program Rewards. As long as Dealer meets the program requirements as

set forth in Sections 2 and 4, Dealer shall earn cash rewards (the "Rewards") in the

amounts set forth in Program Outline based on all purchases of Tires from Distributor per

Location. A "purchase" shall be deemed to have occurred upon issuance of an invoice by

Distributor. The Rewards shall be calculated and paid on a quarterly basis by Falken

directly to Dealer.

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419547.4

2. Dealer Operations.

In order to participate in the Program, Dealer shall perform each of the

following:

(a) Exercise its best efforts to promote and sell the Tires.

(b) Provide high quality, professional passenger and light truck tire

service to its retail customers.

(c) Maintain each Location in a high-quality and professional

condition. The facilities shall be clean, well-lit, and in good repair. Inventory and

products on display shall be well organized and easily accessible.

(d) Identify each Location with Falken Tire brand identification.

(e) Administer and service all Falken customer service programs, in

accordance with Falken’s warranty and adjustment policies.

(f) Refrain from making any false, misleading or disparaging

representations or statements or from otherwise engaging in any trade practices which

may affect adversely the high image, credibility, or reputation of Falken or the Tires.

(g) Make no representations to consumers or to the trade with respect

to Tire specifications or features, except such as may be approved in writing or published

by Falken.

(h) Make available, at the request of Distributor or Falken, all sales

and purchase information necessary to verify performance pursuant to the terms of this

Agreement.

(i) At the request of Distributor or Falken, participate in training

programs including self-study and certification.

(j) Comply in all respects with the manuals, specifications, guidelines

and instructions regarding the storage, handling and installation of the Tires which have

been provided by Distributor or Falken.

(k) Comply with all applicable existing and future laws, regulations

and acts of the governmental entities and subdivisions.

(l) Dealer may resell the Tires only to end users. Dealer shall not

resell Tires to wholesalers or other retailers.

3. Inadequate Supply. To the extent that Dealer is unable to obtain an

adequate supply of Tires from Distributor, Dealer may purchase Tires from other

authorized Falken Fanatic Program distributors ("Secondary Program Distributors").

Dealer shall earn Rewards on purchases of Tires from Secondary Program Distributors,

provided, however, Rewards shall not be earned on purchases of Tires from Secondary

Program Distributors in excess of 20% of Dealer's total combined purchases of Tires

from Distributor and Secondary Program Distributors for the quarter.

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419547.4

4. Change of Distributor. In the event that Dealer desires to change its

distributor, Dealer may submit a Distributor Change Request to Falken. A Distributor

Change Request form may be obtained by contacting Falken. A change request may not

be submitted more than one (1) time in a calendar year. If multiple Dealer Locations are

under the same tax identification number and/or ownership, the Distributor Change

Request shall apply to all Dealer Locations. Falken may approve or deny the change

request in its sole and absolute discretion. If approved, the change will not go into effect

until at least one (1) month after a new Dealer Participation Agreement is signed by

Dealer and the new distributor and approved by Falken.

5. Trademarks and Serial Numbers. During the term of this Agreement,

Dealer may use Falken’s trademarks and trade names (collectively, "Marks") only for the

purpose of advertising, promoting and selling the Tires, but not otherwise. Dealer agrees

that it shall not use any of the Marks on any Dealer created advertising or promotional

materials without Falken's prior written approval, which approval may be withheld in

Falken's sole and absolute discretion. Dealer shall use the Marks only in connection with

and in a manner consistent with the scope of this Agreement and, if instructed by

Distributor or Falken, accompanied by the symbol ® designating the federal registration

of the Marks. Dealer acknowledges that the Marks and all rights therein are owned by

and belong to Falken or its parent company, Sumitomo Rubber Industries, Ltd. ("SRI")

and will not, during the term of this Agreement or thereafter, attack the title of Falken or

SRI in and to the Marks, nor will do anything to destroy, impair or in any way impede the

effect and validity of the Marks. Dealer shall refrain from removing, altering or

obliterating Marks or serial numbers from the Tires or from utilizing any Marks on any

other products. Dealer shall acquire no rights whatsoever in any Marks by virtue of this

Agreement.

6. Term and Termination. This Agreement shall commence upon the

execution of this Agreement by Distributor, Dealer and approval by Falken. This

Agreement shall not become effective, unless and until approved and signed by Falken,

which approval or disapproval shall be in Falken's sole and absolute discretion. This

Agreement shall remain in effect through December 31 of the current calendar year,

subject to automatic renewals for successive one year terms (each such renewal term

running from January 1 through December 31 of each subsequent year), unless and until

Dealer shall have delivered to the Distributor and Falken or Falken or Distributor shall

have delivered to Dealer, a notice of non-renewal not less than thirty (30) days prior to

the end of the term then in effect. If Dealer breaches Sections 2, 5 or 7, Falken or

Distributor may immediately terminate this Agreement by giving written notice. If

Dealer defaults in the performance of any other obligation hereunder and fails to cure

such default within seven (7) days of notice of such default, Falken or Distributor may

terminate this Agreement by giving written notice. Dealer, Distributor or Falken may

terminate this Agreement, with or without cause, by giving not less than thirty (30) days

prior written notice. The Parties agree that Falken may amend or modify the terms and

conditions of the Program (including without limitation, the Tire Lines, minimum

purchase requirements and Program Rewards) at the end of any calendar quarter by

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419547.4

giving written notice not less than thirty (30) days prior to the end of such calendar

quarter.

7. Disclosure and Protection of Confidential Information. The Parties

agree that all information furnished by Distributor or Falken to Dealer or by Dealer to

Distributor or Falken hereunder, in whatever form, except promotional and advertising

material, is “Confidential Information.” The receiving entity (the "Receiving Entity")

agrees that it will use all Confidential Information disclosed to it by another entity (the

"Disclosing Entity") only in furtherance of its performance under this Agreement, and for

no other purpose, disclosing Confidential Information only to those of its employees or

other authorized agents (who shall have agreed in writing to be bound by reasonable

confidentiality obligations) as will be directly concerned with performance under this

Agreement. Except as provided above, the Receiving Entity agrees that during the term

of this Agreement (including any renewals or extensions hereof) and for a period of ten

years after the termination or expiration hereof, it will not disclose Confidential

Information of the other to any other person or entity without the express, prior written

consent of the Disclosing Entity. Each Party agrees that it will protect the confidentiality

of the Confidential Information with the same degree of care with which it protects its

own confidential information. The foregoing confidentiality obligations shall survive

termination of this Agreement and shall remain binding on the Parties and their

respective affiliates, successors and assigns until a written release of such restrictions is

executed by the other. All Confidential Information furnished to a Party hereunder

(including all copies thereof) is and shall remain the property of the Disclosing Entity,

and shall be returned or otherwise disposed of as instructed by the Disclosing Entity

promptly upon demand or upon the termination or expiration of this Agreement.

8. Relationship of the Parties. Each Party, for all purposes hereunder, shall

be an independent contractor. Neither Party nor its officers, employees or agents are

granted by this Agreement or otherwise any express or implied right or authority by the

other, neither Party or its officers, employees or agents shall take any action which would

have the effect of creating the appearance of such authority, to assume or create any

obligation or responsibility on behalf of or in the name of the other or any of its affiliates,

or to bind the other or any of its affiliates in any manner or thing whatsoever. Falken is

not a party to this Agreement but is a third party beneficiary of this Agreement. The

Parties agree that Falken shall have the rights specified in the provisions of this

Agreement and the power to enforce those rights directly against either or both of the

Parties.

9. Audit. Falken shall have the right during the term of this Agreement and

for two (2) years thereafter, to inspect, examine and make copies of the books and

records of Dealer as it may be necessary to verify reported sales of Tires were retail in

nature and sold to an end user. Such inspection and examination shall be made during

business hours upon reasonable prior notice and not more often than once per calendar

year.

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419547.4

10. Miscellaneous. Neither Party may assign or transfer any rights or

obligations under this Agreement, without the prior written consent of the other Party.

Any notice required under this Agreement shall be in writing and effected by delivery to

such Party in person, by Federal Express or other reputable courier, by facsimile

(provided that an additional copy of such document or consent is delivered by regular

mail), or by sending the same by registered or certified mail, return receipt requested, and

shall be deemed received upon personal delivery if delivered personally, by Federal

Express or other reputable courier or by facsimile, or four (4) business days after deposit

in the mail in the United States, postage prepaid, addressed to the person to receive such

notice or communication at the address for the Party as set forth in the Enrollment

Application. Either Party may change its address to which notices are to be sent to it by

giving notice of such change in the manner provided in this Section. Failure of either

Party to enforce any of the terms of this Agreement shall not be construed as a waiver of

rights thereunder preventing the subsequent enforcement of such provisions or the

recovery of damages for breach thereof. If any portion of this Agreement, including the

Exhibits hereto and made a part hereof, is held to violate, or to be invalid or

unenforceable under, any applicable laws of any government or subdivision thereof, or

the portion declared to be in violation of or invalid or unenforceable under any such law

shall be reformed (to the extent possible) or treated as being of no force or effect, and this

Agreement shall be construed as though such portion had not been inserted herein, and

the remainder of this Agreement shall remain in full force and effect. This Agreement,

all transactions executed hereunder and the legal relations between the Parties shall be

governed and construed solely in accordance with the laws of the State of California,

without reference to its conflict of laws rules. In the event of a controversy or claim

arising out of or relating to this Agreement, or the breach hereof, the Parties consent to

the jurisdiction and venue of a court of applicable subject matter jurisdiction located in

San Bernardino County, California or the Central District of California. This Agreement,

together with the Exhibits attached hereto and made a part hereof, constitutes the entire

Agreement between the Distributor and Dealer, superseding any prior agreement between

the Parties or their predecessors or affiliates with respect to the subject matter hereof. No

modification or amendment to this Agreement shall be binding unless in writing and

signed by authorized representatives of both Distributor and Dealer and approved in

writing by Falken. This Agreement may be executed in any number of separate

counterparts, each of which shall be deemed to be an original but which together shall

constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate

by their duly authorized representatives, as of the date first written above.

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419547.4

DISTRIBUTOR

[Company Name]

DEALER

[Company Name]

By: By:

Name: Name:

Title: Title:

SUMITOMO RUBBER

NORTH AMERICA INC.,

dba: FALKEN TIRE CORPORATION

By:

Name:

Title:

By:

Name:

Title: Account Manager

Exhibit A-1

419547.3

FANATIC DEALER PARTICIPATION AGREEMENT

EXHIBIT A-1

2017 Falken Fanatic Program Outline

Tire Lines: Azenis FK450 A/S

Azenis FK453

Azenis FK453 CC

Azenis FK510

Sincera SN250 A/S

Ziex ZE-950 A/S

Ziex S/TZ05

Wild Peak M/T

Wild Peak A/T3W

Wild Peak H/T

Eurowinter HS449

Espia EPZ II

Minimum Tire Lines: 3 at each Location

Minimum Initial Purchase: 24 Tires per Location

Minimum Quarterly Purchase: 60 Tires per Location

Program Rewards:

(Cash rewards per Tire

purchased)

Participation Level FAN-Lite FAN FAN+ FANATIC

Minimum Quarterly Purchases

(Per Location) 60 125 250 400

Azenis FK450 A/S $3.00 $4.00 $5.00 $6.00

Azenis FK453 $3.00 $4.00 $5.00 $6.00

Azenis FK453 CC $3.00 $4.00 $5.00 $6.00

Azenis FK510 $3.00 $4.00 $5.00 $6.00

Sincera SN250 A/S $3.00 $4.00 $5.00 $6.00

Ziex ZE-950 A/S $3.00 $4.00 $5.00 $6.00

Ziex S/TZ 05 $3.00 $4.00 $5.00 $6.00

Wild Peak M/T $3.00 $4.00 $5.00 $6.00

Wild Peak A/T3W $3.00 $4.00 $5.00 $6.00

Wild Peak H/T $3.00 $4.00 $5.00 $6.00

Eurowinter HS449 $3.00 $4.00 $5.00 $6.00

Espia EPZ II $3.00 $4.00 $5.00 $6.00

Direct Deposit Agreement Form

Fanatic Id:

Authorization Agreement

I hereby authorize Falken Tire Corporation/Garvin Promotion Group to initiate automatic deposits to my account at the financial institution named below.

Further, I agree not to hold Falken Tire Corporation/Garvin Promotion Group responsible for any delay or loss of funds due to incorrect or incomplete information supplied by me or by my financial institution or due to an error on the part of my financial institution in depositing funds to my account.

This agreement will remain in effect until Falken Tire Corporation receives a written notice of cancellation from

me or my financial institution.

Account Information

Name of Fanatic Dealer:

Name of Financial Institution:

Routing Number:

Account Number: Checking Savings

Signature

Authorized Signature (Primary): Date:

Authorized Signature (Joint): Date:

Please attach a voided check and return this form to Falken Tire Corporation (Attention: FANATIC Associate Dealer Program Administrator).

Falken Tire Corporation 8656 Haven Ave.

Rancho Cucamonga, CA 91730