0001628280-25-039165 Sample Contracts

ASSET PURCHASE AGREEMENTby and betweenG-3 CHICKADEE PURCHASER, LLCandTHE GOODYEAR TIRE & RUBBER COMPANYDated as of May 22, 2025
Asset Purchase Agreement • August 8th, 2025 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • New York

This ASSET PURCHASE AGREEMENT, dated as of May 22, 2025 (this “Agreement”), is made by and between G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (“Purchaser”), and The Goodyear Tire & Rubber Company, an Ohio corporation (the “Seller”). Certain terms used in this Agreement are defined in Section 1.01.

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AMENDMENT 1 TO ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 8th, 2025 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes

This AMENDMENT 1 TO ASSET PURCHASE AGREEMENT (this “Amendment”), dated as of August 4, 2025, is entered into by and between The Goodyear Tire & Rubber Company, an Ohio corporation (“Seller”), and G-3 Chickadee Purchaser, LLC, a Delaware limited liability company (“Buyer”). Each of Buyer and Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

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Contract
Reaffirmation Agreement • August 8th, 2025 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • New York

REAFFIRMATION AGREEMENT, dated as of May 19, 2025 (this “Agreement”), among THE GOODYEAR TIRE & RUBBER COMPANY (“Goodyear”), the Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified as Grantors and Guarantors under the Reaffirmed Documents (as defined below) (collectively with Goodyear, the “Reaffirming Parties”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent under the Restated Credit Agreement referred to below.

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