Cooper Tire & Rubber Co Sample Contracts

and
Rights Agreement • May 15th, 1998 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio
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BY AND AMONG
Asset Purchase Agreement • March 1st, 2006 • Cooper Tire & Rubber Co • Tires & inner tubes
BY AND AMONG
Share Purchase Agreement • March 1st, 2006 • Cooper Tire & Rubber Co • Tires & inner tubes
AMONG
Stock Purchase Agreement • November 8th, 2004 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware
AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • February 20th, 2018 • Cooper Tire & Rubber Co • Tires & inner tubes • New York

CREDIT AGREEMENT dated as of May 27, 2015 (as it may be amended or modified from time to time, this “Agreement”), among Cooper Tire & Rubber Company, a Delaware corporation, any Foreign Subsidiary Borrowers party hereto from time to time, as Borrowers, the Lenders party hereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

BY AND AMONG
Credit Agreement • August 9th, 2004 • Cooper Tire & Rubber Co • Tires & inner tubes
BY AND AMONG
Asset Purchase Agreement • March 1st, 2006 • Cooper Tire & Rubber Co • Tires & inner tubes
WITNESSETH:
Stockholder Voting Agreement • September 14th, 1999 • Cooper Tire & Rubber Co • Tires & inner tubes
AGREEMENT AND PLAN OF MERGER by and among APOLLO (MAURITIUS) HOLDINGS PVT. LTD., APOLLO TYRES B.V., APOLLO ACQUISITION CORP. and COOPER TIRE & RUBBER COMPANY dated as of June 12, 2013
Agreement and Plan of Merger • June 12th, 2013 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 12, 2013, by and among Apollo (Mauritius) Holdings Pvt. Ltd., a company organized under the Laws of the Republic of Mauritius (“Parent”), Apollo Tyres B.V., a company organized under the Laws of The Netherlands and a wholly owned Subsidiary of Parent (“Dutch Holdco”), Apollo Acquisition Corp., a corporation organized under the Laws of Delaware and a wholly owned Subsidiary of Dutch Holdco (“Merger Sub”, together with Parent and Dutch Holdco, the “Parent Parties”), and Cooper Tire & Rubber Company, a corporation organized under the laws of Delaware (the “Company”).

ARTICLE II AMENDMENT OF AGREEMENT
Stock Purchase Agreement • March 11th, 2005 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware
EMPLOYMENT AGREEMENT AMENDED AND RESTATED
Employment Agreement • February 26th, 2009 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 22 day of December, 2008, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation (the “Company”), and Roy V. Armes (the “Executive”).

COOPER TIRE & RUBBER COMPANY 20XX Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • February 23rd, 2016 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

WHEREAS, the Compensation Committee of the Board of Cooper Tire & Rubber Company (the “Committee”) approved the terms and authorized on , 20XX, the grant of an Award of Options pursuant to Section 8 of the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan (the “Plan”); and

DIRECTOR][OFFICER] INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 20th, 2006 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware

This [Director][Officer] Indemnification Agreement, dated as of ___, ___(this “Agreement”), is made by and between Cooper Tire & Rubber Company, a Delaware corporation (the “Company”), and (“Indemnitee”).

COOPER TIRE & RUBBER COMPANY and MAX-TRAC TIRE CO., INC., as Borrowers LOAN AND SECURITY AGREEMENT Dated as of November 9, 2007 CERTAIN FINANCIAL INSTITUTIONS, as Lenders, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent PNC BANK,...
Loan and Security Agreement • November 16th, 2007 • Cooper Tire & Rubber Co • Tires & inner tubes • New York

THIS LOAN AND SECURITY AGREEMENT is dated as of November 9, 2007, among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“Cooper”), MAX-TRAC TIRE CO., INC., an Ohio corporation (“Max-Trac” and together with Cooper, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and collateral agent (in such capacity, “Collateral Agent”) for the Lenders and other Secured Parties, PNC Bank, National Association, a national banking association, as syndication agent (“Syndication Agent”), Banc of America Securities LLC and PNC Capital Markets LLC, as joint book managers (in such capacity, “Joint Book Managers”) and joint lead arrangers (in such capacity, “Joint Lead Arrangers”).

COOPER TIRE & RUBBER COMPANY 20XX Performance Stock Unit and Cash Unit Award Agreement
Performance Stock Unit and Cash Unit Award Agreement • February 23rd, 2016 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware

WHEREAS, the Compensation Committee of the Board of Directors of Cooper Tire & Rubber Company (the “Committee”) approved the terms and authorized on , (the “Date of Grant”) the grant of an Award of Performance Stock Units and Performance Cash Units (these two types of awards being collectively called “Performance Units”) pursuant to Sections 10 and 13 of the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan (the “Plan”).

FOR
Equity Joint Venture Contract • March 1st, 2006 • Cooper Tire & Rubber Co • Tires & inner tubes
COOPER TIRE & RUBBER COMPANY Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 23rd, 2016 • Cooper Tire & Rubber Co • Tires & inner tubes • Delaware

WHEREAS, the Compensation Committee of the Board of Cooper Tire & Rubber Company (the “Committee”) has approved the terms and authorized the grant of an Award of RSUs payable in Common Shares pursuant to Section 7 of the Cooper Tire & Rubber Company 2014 Incentive Compensation Plan (the “Plan”).

AGREEMENT FOR TRANSFER OF EQUITY INTERESTS IN QINGDAO GE RUI DA RUBBER CO., LTD. BY AND AMONG QINGDAO YIYUAN INVESTMENT CO., LTD. AND AND COOPER TIRE (CHINA) INVESTMENT CO., LTD. AND COOPER TIRE HOLDING COMPANY AND QINGDAO GE RUI DA RUBBER CO., LTD.
Agreement • April 29th, 2016 • Cooper Tire & Rubber Co • Tires & inner tubes

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, representations, warranties, conditions, and agreements hereinafter expressed, and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties agree as follows:

SUPPLEMENTARY AGREEMENT BY AND AMONG SHANDONG CHENGSHAN TIRE COMPANY LIMITED BY SHARES COOPER TIRE INVESTMENT HOLDING (BARBADOS) LTD. JOY THRIVE INVESTMENTS LIMITED CHENGSHAN GROUP COMPANY LIMITED CTB (BARBADOS) INVESTMENT CO., LTD. Date: October 27, 2005
Supplementary Agreement • March 1st, 2007 • Cooper Tire & Rubber Co • Tires & inner tubes

WHEREAS, CST, SPV Barbados and SPV BVI have executed two (2) Sino-foreign equity joint venture contracts (the “JV Contracts”) on the date of this Agreement for the joint establishment of Cooper Chengshan (Shandong) Tire Company Ltd. and Cooper Chengshan (Shandong) Passenger Tire Company Ltd. (the “JVs”);

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Contract
Cooper Tire & Rubber Co • January 31st, 2014 • Tires & inner tubes

Safe Harbor This presentation contains strategic goals and other forward- looking statements related to future financial results and business operations for Cooper Tire & Rubber Company. Actual results may differ materially from the goals and from current management forecasts and projections as a result of factors over which the Company may have limited or no control. Information on certain of these risk factors and additional information on forward-looking statements are included in the Company’s reports on file with the Securities and Exchange Commission and are set forth at the end of this presentation. Note This presentation provides an overview of certain details of the agreement between Cooper Tire, Chengshan Group and the CCT Union announced today, January 31, 2014. For additional details, please refer to the Form 8-K filed by Cooper Tire & Rubber Company today, January 31, 2014. 2

Agreement
Agreement • May 2nd, 2014 • Cooper Tire & Rubber Co • Tires & inner tubes
FIRST ADMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 8th, 2003 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

KNOW ALL MEN BY THESE PRESENTS, that this is the First Amendment to the Second Amended and Restated Employment Agreement (the “Agreement”) by and between COOPER TIRE & RUBBER COMPANY, a Delaware corporation with its principal office at 701 Lima Avenue, Findlay, Ohio 45840 (the “Company”) and Thomas A. Dattilo, an individual residing at 26730 West River Road, Perrysburg, Ohio 43551 (the “Executive”), which Agreement was made and entered into on the 6th day of February, 2002.

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 14th, 2001 • Cooper Tire & Rubber Co • Tires & inner tubes

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2001 (this “Amendment No. 1”), by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (as more fully defined in the Original Credit Agreement referred to below, the “Borrower”), and the Banks (as defined in the Original Credit Agreement) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the issuer of letters of credit under the Original Credit Agreement and as agent for the Banks under the Original Credit Agreement (in such capacity, as more fully defined in the Original Credit Agreement, as the “Agent”), amends that certain Amended and Restated Credit Agreement dated as of September 1, 2000, by and among the Borrower, the Banks and the Agent (such Credit Agreement is herein referred to as the “Original Credit Agreement”).

Contract
Credit Agreement • October 30th, 2017 • Cooper Tire & Rubber Co • Tires & inner tubes • New York
AMENDED AND RESTATED 2009 EMPLOYMENT AGREEMENT
2009 Employment Agreement • February 26th, 2009 • Cooper Tire & Rubber Co • Tires & inner tubes

THIS AMENDED AND RESTATED 2009 EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 22 day of December, 2008, between COOPER TIRE & RUBBER COMPANY, a Delaware corporation (the “Company”), and Philip G. Weaver (the “Executive”).

SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • March 13th, 2007 • Cooper Tire & Rubber Co • Tires & inner tubes • New York

THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of March 9, 2007, is entered into among COOPER RECEIVABLES LLC (the “Seller”), COOPER TIRE & RUBBER COMPANY (the “Servicer”), MARKET STREET FUNDING LLC, as Related Committed Purchaser and as Conduit Purchaser and PNC BANK, NATIONAL ASSOCIATION, as administrator (the “Administrator”) and as Purchaser Agent for the Market Street Purchaser Group.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 20th, 2007 • Cooper Tire & Rubber Co • Tires & inner tubes • New York
LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 24th, 2013 • Cooper Tire & Rubber Co • Tires & inner tubes • New York

This LIMITED WAIVER TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of July 12, 2013 by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“Cooper”), MAX-TRAC TIRE CO., INC., an Ohio corporation (“Max-Trac” and together with Cooper, collectively, “Borrowers”), BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Agent”) for the Lenders, the Issuing Bank and the Lenders party hereto.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 3rd, 2011 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

KENDA GLOBAL INVESTMENT CORPORATION, an international business company duly incorporated pursuant to the law of Mauritius (hereinafter referred to as “Kenda”)

CONTACT: Michelle Zeisloft FOR IMMEDIATE RELEASE
Tentative Agreement • January 20th, 2012 • Cooper Tire & Rubber Co • Tires & inner tubes
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 2nd, 2012 • Cooper Tire & Rubber Co • Tires & inner tubes • New York

This FIRST Amendment to AMENDED AND RESTATED Loan and Security Agreement (“Amendment”) is entered into as of February 28, 2012 by and among COOPER TIRE & RUBBER COMPANY, a Delaware corporation (“Cooper”), MAX-TRAC TIRE CO., INC., an Ohio corporation (“Max-Trac” and together with Cooper, collectively, “Borrowers”), BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, the Issuing Bank and the Lenders party hereto.

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