0001437749-13-001534 Sample Contracts

RIGHT OF FIRST REFUSAL
Right of First Refusal • February 14th, 2013 • Rush Enterprises Inc \Tx\ • Retail-auto dealers & gasoline stations • Texas

This Right of First Refusal Agreement (this “Agreement”) is made as of December 19, 2012, by and among Peterbilt Motors Company, a division of PACCAR Inc, a Delaware corporation (“Peterbilt”), and W. Marvin Rush, a resident of Seguin, Texas (“Rush”).

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THIS AGREEMENT IS SUBJECT TO THE TEXAS ARBITRATION ACT, AS AMENDED
Agreement • February 14th, 2013 • Rush Enterprises Inc \Tx\ • Retail-auto dealers & gasoline stations • Texas

This Amended and Restated Limited Partnership Agreement is entered into as of July 1, 2004 , by and among W. MARVIN RUSH and W. M. “RUSTY” RUSH, as General Partners, (collectively called the “General Partner”), and W. MARVIN RUSH, W. M. “RUSTY” RUSH and ROBIN M. RUSH, as Limited Partners.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 14th, 2013 • Rush Enterprises Inc \Tx\ • Retail-auto dealers & gasoline stations

Pursuant to and in accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each party hereto hereby agrees to the joint filing, on behalf of each of them, of this Schedule 13D (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto.

AMENDMENT TO DEALER SALES AND SERVICE AGREEMENTS
Dealer Sales and Service Agreements • February 14th, 2013 • Rush Enterprises Inc \Tx\ • Retail-auto dealers & gasoline stations

This Amended and Restated Amendment to Dealer Sales and Service Agreement (this "AMENDMENT") is entered into effective as of December19, 2012, between Peterbilt Motors Company, a division of PACCAR Inc, a Delaware corporation ("PETERBILT"), Rush Truck Centers of Texas, LP, a Texas Limited Partnership ("Rush Texas"), Rush Truck Centers of California, Inc., a Delaware corporation ("Rush California"), Rush Truck Centers of Oklahoma, Inc., a Delaware corporation ("Rush Oklahoma"), Rush Truck Centers of Arizona, Inc., a Delaware corporation ("Rush Arizona"), Rush Truck Centers of New Mexico, Inc., a Delaware corporation ("Rush New Mexico"), Rush Truck Centers of Colorado, Inc., a Delaware corporation ("Rush Colorado"), Rush Truck Centers of Florida, Inc., a Delaware corporation ("Rush Florida"), Rush Truck Centers of Alabama, Inc., a Delaware corporation ("Rush Alabama"), Rush Truck Centers of Tennessee, Inc., a Delaware corporation ("Rush Tennessee"), and Rush Truck Centers of North Caroli

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