ACKNOWLEDGEMENT OF RECEIPT

ACKNOWLEDGEMENT OF RECEIPT MAZDA NORTH AMERICAN OPERATIONS (MNAO) MAZDA SALES POLICIES AND PROCEDURES MANUAL We have reviewed the manual and acknowledge it to be the MNAO Sales Policies and Procedures Manual. This manual outlines the Dealer responsibilities relative to all new Mazda vehicle sales in accordance with the Mazda Dealer Sign-off Sheet and the Mazda Dealer Agreement. It is the responsibility of Dealer management to read, understand, and sign for this manual. Dealership Name Dealer Code Dealer Principal Date Dealership General Manager Date Dealership General Sales Manager / Sales Manager Date Please sign and return this Acknowledgement Of Receipt to your Market Rep Manager: MNAO, Corporate Headquarters ATTN: Dealer Development Manager 7755 Irvine Center Drive, 4th Floor Irvine, CA 92618 P: (949) 222-2699 F: (949) 222-2502 MP8 MNAO Sales Policies and Procedures Manual

MAZDA NORTH AMERICAN OPERATIONS SALES POLICIES AND PROCEDURES MANUAL REV: Effective January 17 2014

TABLE OF CONTENTS COMPREHENDING THIS MANUAL 3 1.0. Guidelines By Sale Type 4 2.0. Reporting Requirements For All Sale Types 5-9 2.1. Export Sales Prohibition 5 2.2. Definition Of The Ultimate Consumer 6 2.3. Sales And Lease Reporting Standards 7 2.4. Vehicle Inventory Requirements 7 2.5. Vehicle Delivery Requirement 7 2.6. Retail Sales Date Reporting Guidelines 8 2.7. Sales Jacket Documentation Requirements 9 3.0. RDR Updates and RDR Reversals 10 4.0. Retail Incentive Qualification 11-14 4.1. Ineligible Vehicles 11 4.2. Definition By Incentive Program Type 12-13 4.3. Internet Sales 13 4.4. Sales To A Third Party On Behalf Of An Ultimate Consumer 14 4.5. Dealer Termination And Buy/Sell Incentive Payments 14 4.6. Incentive Payment And Documentation Requirements 14 5.0. Mazda Employee Pricing Program, (i.e. E-Plan and S-Plan) 15 6.0. MNAO Audit Statement 16 7.0. Right Of Cancellation 16 8.0. Glossary Of Terms 197- APPENDICES i - vi A Sale Types And Incentive Programs (a.k.a. Finance Source Codes) i B New Vehicle Delivery Checklist ii C RDR Reversal Form iii D Mazda Cash Back Rebate Form iv E Mazda Employee Pricing Program Customer Eligibility Form v F Driver s Education Incentive Form vi MNAO Sales Policies and Procedures Manual 2 REV: January 17, 2014

COMPREHENDING THIS MANUAL As stated in the letter on the prior page, it is our goal to clearly communicate sales reporting requirements and give you the confidence that your dealership will be paid for a vehicle sale that qualifies for retail incentives. To help support the efforts of your team to correctly report sales and avoid errors resulting in non-compliance with applicable policy, the following is a recap of a few items you will notice are somewhat different from the previous published version. SIMPLIFIED COMMUNICATION: Sales Reporting Requirements are separated from Incentive Qualification Areas are now numbered in a traditional outline format Topics are arranged in a more logical fashion Table Of Contents has been expanded and added a Glossary Of Terms Added reference Appendices to include sample forms Reduced repetition across multiple sections Where applicable, added policy cross-references Provided examples to help explain policy requirements Expanded information related to all Sale Types We urge each Dealer to frequently self-audit vehicle sales reported to MNAO. A consistent process may catch reporting errors and further ensure consistent compliance with policy. Here are five areas of note that may be worth paying particular attention to: 1. Export sales are strictly prohibited, see Policy 2.1. 2. A sale to a reseller may qualify as a sale to an Ultimate Consumer and therefore be eligible for applicable incentives, however the vehicle must be reported to the Ultimate Consumer and the Ultimate Consumer must take delivery at a Dealer, see Policy 2.2. 3. A valid Retail Sales Date is the date the selling Dealer delivers physical possession of a vehicle and the date the Ultimate Consumer signs the Delivery Checklist, see Policy 2.6. 4. Dealers are required to have proof of vehicle registration in the Sales Jacket, see Policy 2.7. 5. Dead Deals require an RDR Reversal, see Policy 3.0. Unfortunately, there is no shortcut when it comes to understanding this manual. It is in your best interest to take the time to thoroughly read and understand this entire policy and expect the same from your management team. MNAO Sales Policies and Procedures Manual 3 REV: January 17, 2014

1.0. GUIDELINES BY SALE TYPE When reporting a vehicle sale, a Dealer must use the correct Sale Type (see Appendix A) and must adhere to the requirements of the applicable incentive program rules to ensure proper payment. Valid Sale Type codes and their use is as follows: A. RETAIL - (Sale Type R ) 1) This Sale Type is to be utilized for reporting a standard retail sale where the Ultimate Consumer (as defined in Policy 2.2.) signs a sales, lease, or finance agreement with the Dealer. 2) If a sale is for Dealer business use, this Sale Type may also be used when the Dealer or its affiliate qualifies as the Ultimate Consumer, and: i. Within 30 calendar days of the Retail Sales Date, the Dealer registers the vehicle, (or titles and affixes Dealer plates to the vehicle in those states in which use of Dealer plates would require that any sale would be recognized as a used vehicle, with appropriate disclosure on the sale/lease/finance contract), and ii. The vehicle remains in service for a minimum of three (3) months following the Retail Sales Date, or 3,000 miles, whichever comes first. B. FLEET - (Sale Type F ) or COMMERCIAL - (Sale Type C ) 1) All Dealers are eligible to participate in MNAO s Fleet Program. Actual participation requires a separate agreement with MNAO. See Fleet Sales General Terms and Conditions via MX-Connect for program details. C. DEMONSTRATOR - (Sale Type D ) 1) Any new vehicle in Dealer inventory with 750 miles or more on the odometer must be reported to MNAO as a demonstrator prior to reaching 750 miles. i. Any warranty repair to a new vehicle in Dealer inventory with 750 miles or more not reported as a demonstrator will not be covered under warranty and is the responsibility of the Dealer. Please refer to MNAO s warranty statements and the Mazda Warranty Policies and Procedures Manual with regard to the administration of warranty claims. 2) For this Sale Type, the manufacturer s limited warranty on a Mazda vehicle starts on the day the vehicle is placed into service, not the process date on the RDR. The Ultimate Consumer must be notified of the date the vehicle was placed into service. 3) Reporting the vehicle as a demonstrator does not affect any future retail incentives on the vehicle once it is sold to an Ultimate Consumer. D. LOANER - (Sale Type L ) 1) All Dealers are eligible to participate in MNAO s Mazda Service Loaner Program (MSLP). Actual participation requires a separate agreement with MNAO. See MSLP Policies and Procedures Manual via MX-Connect for program details. E. DRIVER S EDUCATION - (Sale Type G ) 1) All Dealers are eligible to participate in MNAO s Driver s Education Incentive Program. See Driver s Education Program Overview via MXConnect for program details. MNAO Sales Policies and Procedures Manual 4 REV: January 17, 2014

2.0. REPORTING REQUIREMENTS FOR ALL SALE TYPES 2.1. Export Sales Prohibition Dealers are authorized to sell Mazda Products only to customers located in the United States. Dealers agree that they shall not knowingly sell Mazda Products for resale or use outside of the United States. A. Regardless of whether the Dealer knew or should have known a vehicle would be exported, MNAO will take the following actions when it learns of the export of ANY new Mazda vehicle outside the United States occurring within three (3) months of its Retail Sales Date: 1) For each vehicle determined to be exported, one (1) vehicle of the same model line will be deducted from the selling Dealer s allocation during the next allocation cycle; and 2) Funds paid by MNAO on such vehicle for any incentives including Customer Cash, Dealer Cash, Sales Force, any applicable volumebased program, contest awards, or other Dealer support program will be charged back to the selling Dealer s Parts Statement. B. In recognition of the fact that on occasion customers relocate outside the United States and take their vehicle with them, it will be presumed that for each calendar year, unless there is clear evidence (as determined by MNAO in its sole discretion) the Dealer knew a vehicle was being sold for the purpose of export, one (1) such export will not be subject to the actions set forth above. In addition, for all other vehicles exported, if the Dealer can show by clear evidence that when it sold the vehicle it had no knowledge, or through the exercise of reasonable care should not have had knowledge the vehicle would be exported, the actions set forth above may be waived by the MNAO Executive Appeals Committee. MNAO Sales Policies and Procedures Manual 5 REV: January 17, 2014

2.2. Definition Of The Ultimate Consumer A. An Ultimate Consumer is an individual, entity, or organization purchasing or leasing a vehicle for retail, commercial, or business use with no intent to and does not resell within three (3) months of the Retail Sales Date. B. If a retail sale is to a third party representative acting on behalf of an Ultimate Consumer (i.e. a Reseller, Broker, or Wholesaler who purchases a new Mazda vehicle for the purpose of resell), the sale will be considered a sale to an Ultimate Consumer under the following conditions: 1) The vehicle must be delivered to the Ultimate Consumer by the Mazda Dealer ( Dealer ). Any vehicle not delivered directly to the Ultimate Consumer will not qualify as a sale to an Ultimate Consumer, and 2) The vehicle must be reported with the Ultimate Consumer s name, address, and phone number, and 3) The Ultimate Consumer and the Sales Consultant must sign and date the New Vehicle Delivery Checklist ( Delivery Checklist, see Appendix B), and 4) A copy of the driver s license of the Ultimate Consumer showing proof of identity must be retained in the Sales Jacket, unless otherwise dictated by state law. C. There is only one (1) eligible Ultimate Consumer per vehicle. If there are multiple persons jointly purchasing/leasing a vehicle, only one (1) person may be reported to MNAO as the Ultimate Consumer. All program eligibilities will be based solely on the qualifications of the reported Ultimate Consumer. MNAO Sales Policies and Procedures Manual 6 REV: January 17, 2014

2.3. Sales And Lease Reporting Standards A. For each and every new vehicle sales transaction, the Dealer must: 1) Report the sale within two (2) business days of the Retail Sales Date to MNAO through emdcs utilizing the RDR Entry screen, and 2) Without exception, report the sale in the name and address of the Ultimate Consumer. All information submitted on the RDR must be correct and must match the required documentation retained in the Sales Jacket, including any applicable Mazda Cash Back Rebate Forms. This information includes, but is not limited to, the name and address of the Ultimate Consumer, the Sale Type, and the Retail Sales Date, as well as the Incentive Program (a.k.a. Finance Source Code) if applicable, and 3) Keep a Sales Jacket on file with all required documentation reported to MNAO for at least two (2) years following the Retail Sales Date, including sales that are reversed (i.e. dead deals), and 4) Process an RDR with the applicable sale type (see Policy 1.0.C.) prior to an odometer reaching 750 miles. B. For each and every new vehicle sales transaction, the Ultimate Consumer must: 1) Sign a sales, lease, or finance agreement with the Dealer, and 2) Pay the Dealer and the Dealer must receive payment for the vehicle, and 3) Take physical delivery of the vehicle as specified in Policy 2.5, and 4) Sign and date a completed Delivery Checklist. 2.4. Vehicle Inventory Requirements A. To process an RDR, the vehicle must be in the selling Dealer s inventory on the date of the sales transaction. B. A vehicle is considered in a Dealer s inventory when it is physically stored, displayed, consigned, and offered for sale at the Dealer and only then is it available for sale. A vehicle is not considered in inventory when it is at a Mazda assembly plant, a Mazda port facility, a transport company, or while in-transit to a Dealer. C. For a vehicle trade between two Dealers, it is the responsibility of the receiving or purchasing Dealer to both physically and electronically move the vehicle into its inventory before the vehicle can be sold. The Retail Sales Date of the traded vehicle must be on or after the date it was received into inventory by the purchasing Dealer. 2.5. Vehicle Delivery Requirement The Dealer must physically deliver the vehicle at either the authorized Dealer location or at the residence or workplace of the Ultimate Consumer. MNAO Sales Policies and Procedures Manual 7 REV: January 17, 2014

2.6. Retail Sales Date Reporting Guidelines A. Except as set forth below in Policy 2.6.B., the valid Retail Sales Date is the date the Ultimate Consumer signs the Delivery Checklist and is the date the selling Dealer delivers physical possession of a vehicle to the Ultimate Consumer. If there is a discrepancy between the date on the Delivery Checklist and the date the Dealer delivers physical possession of a vehicle, the date on the Delivery Checklist will be considered the valid Retail Sales Date. B. EXCEPTION: The Retail Sales Date may be considered as the date on the sales, lease, or finance contract if and only if: 1) The Delivery Checklist is not signed, or dated; or 2) A valid sales, lease, or finance contract is executed by the Ultimate Consumer, and 3) The vehicle sold is in the Dealer s physical inventory on the date of the executed sales, lease, or finance contract, and 4) One of the following applies: i. The vehicle is ready for delivery, but the customer does not take same-day delivery because the customer requests an accommodation (such as the addition of an accessory as verified by internal repair order) provided the vehicle is actually delivered within 7 calendar days of the execution of the valid sales, lease, or finance contract. Or, ii. iii. The vehicle is ready for delivery but the customer cannot take same-day delivery because pursuant to state law, a state DMV must issue a temporary operating registration. Or, The vehicle is ready for delivery but the customer cannot take same-day delivery because pursuant to state law, the customer must insure the vehicle prior to taking delivery. C. Except for Dealer demonstrator units (see Policy 1.0.C.2.), the Warranty Start Date will be the same as the Retail Sales Date reported on the RDR. MNAO Sales Policies and Procedures Manual 8 REV: January 17, 2014

2.7. Sales Jacket Documentation Requirements A Sales Jacket must be kept on file for each and every vehicle sales transaction that is reported to MNAO for at least two (2) years following the Retail Sales Date, including sales that are reversed (i.e. dead deals ). A. The following items must be kept in the Sales Jacket: 1) The completed Delivery Checklist, (see Appendix B) signed and dated by the Ultimate Consumer 2) The bill of sale for cash transactions 3) A copy of the buyer s order (deposit receipt, if available) and/or a copy of the finance or lease agreement, if applicable 4) A Mazda Cash Back Rebate Form (see Appendix D) fully executed by the Ultimate Consumer for all Customer Cash programs, with full disclosure of all programs that apply to the vehicle 5) A copy of the Bill of Lading, unless otherwise maintained in a master file 6) Proof of vehicle registration, including copies of payment method and receipts from the state motor vehicle department indicating fees paid and to whom the vehicle is registered 7) A copy of the driver s license of the Ultimate Consumer showing proof of identity, unless otherwise dictated by state law 8) All supporting documentation required for certain programs (e.g. Mazda Employee Pricing Program, College Graduate Program, Owner Loyalty, Driver s Education Incentive, etc.) 9) If a Dealer will be relying upon the sales, lease, or finance agreement date as the valid Retail Sales Date, copies of any and all documentation to support a variance between the Retail Sales Date and the physical delivery of a vehicle (i.e. order for additional accessory; copy of application for DMV temporary operating registration; copy of customer insurance policy) 10) All other applicable documents that are required by federal, state, and local laws or regulations MNAO Sales Policies and Procedures Manual 9 REV: January 17, 2014

3.0. RDR UPDATES AND RDR REVERSALS At no time can any name or address other than that of the Ultimate Consumer be utilized to report a vehicle sale. Dealers can use the RDR Update screen in emdcs to update an RDR in the instances outlined in Policy 3.0.A.; however, for instances outlined in Policy 3.0.B., an RDR Reversal is required. A. An RDR Update can be performed if and only if: 1) The update is within one (1) year of the Retail Sales Date, and 2) The update does not require an RDR Reversal (see Policy 3.0.B.), and 3) The correction to the original RDR is necessary for one or any of the following records: i. Customer Name ii. Customer Address iii. Customer Telephone Number(s) iv. Customer E-mail Address v. Sale Type vi. Incentive Program (a.k.a. Finance Source Code) (a) If an Incentive Program (a.k.a. Finance Source Code) is reported incorrectly and NOT corrected by the reporting Dealer, the Dealer will automatically be charged a $25 Administrative Fee. No grace period applies. vii. Customer Special Program (the RDR Update screen can be used to add or correct this record) 4) The update is processed by one of the following persons: i. The original selling Dealer (the Dealer who initially entered the RDR) or its successor, or ii. B. An RDR Reversal is required: Authorized personnel of MNAO Corporate and/or an MNAO Regional Office 1) For any and all Dead Deals (i.e. an RDR was created for a sale to an Ultimate Consumer but a final sales, lease, or finance agreement with that specific Ultimate Consumer was not realized), and 2) To reverse a previously reported sale if a change or correction to the original RDR is necessary for one or any of the following areas: i. Retail Sales Date ii. VIN iii. Sales Manager Name iv. Sales Consultant Name 3) To be performed by a Dealer within the 32-Calendar-Day Grace Period (e.g. the period of time between the original RDR process date and the RDR Reversal date), with the exception of a month-end sales close day when no RDR Reversals will be accepted. During the grace period, a Dealer can process an RDR Reversal via the emdcs RDR Reversal screen without incurring an Administrative Fee. Outside the grace period, an RDR Reversal Form found on MX-Connect (see Appendix C) must be submitted to the appropriate MNAO Regional Office. The Dealer will automatically be charged a $250 Administrative Fee for an RDR Reversal processed outside the grace period. MNAO Sales Policies and Procedures Manual 10 REV: January 17, 2014

4.0. RETAIL INCENTIVE QUALIFICATION 4.1. Ineligible Vehicles A. The following Mazda vehicles are not eligible for any incentives, including Customer Cash, Dealer Cash, and Sales Force programs, (as defined in Policies 4.2.A., 4.2.B., and 4.2.C.): 1) Any vehicle that is not purchased from an authorized U.S. Mazda Dealer or from Mazda Motor of America, Inc., d/b/a Mazda North American Operations 2) Any vehicle purchased through or from an Auto Auction 3) Any vehicle sold, leased, or delivered to a resident outside the United States 4) A damaged vehicle that is nonsaleable as a new vehicle to an Ultimate Consumer, e.g. a major damaged vehicle such as an MDV-2 (repairable only to used vehicle standards) or an MDV-3 (a total loss vehicle, not repairable to new or used vehicle standards) 5) An insurance pay-off vehicle, (e.g. a vehicle that has been subject to theft, fire, collision, flood, tornado, hurricane, or other natural disaster) 6) A vehicle transferred to and/or sold to a third party whereas the vehicle is not delivered to the Ultimate Consumer by the Dealer and/or the vehicle is not reported with the Ultimate Consumer s name, address, and phone number 7) A vehicle that is sold or leased to MNAO B. The following Mazda vehicles are not eligible for Dealer Cash (as defined in Policy 4.2.B.), but are eligible for Customer Cash: 1) A vehicle is sold/leased by a Dealer to itself or its leasing affiliate that: i. Is not registered to the Dealer or its leasing affiliate within 30 calendar days of the Retail Sales Date, and/or ii. The vehicle does not remain in service for a minimum of three (3) months after the Retail Sales Date, or 3,000 miles, whichever comes first 2) A vehicle is not physically in the selling Dealer s inventory at the time of sale or lease. C. A vehicle may be deemed ineligible by MNAO for some Mazda Programs (as defined in Policy 4.2.B.4.), however it may be eligible for Customer Cash or Dealer Cash programs. If the number of sales to an individual or organization (including sales the Dealer reports to itself or its affiliates) will be limited for purposes of retail contests or Mazda Programs, an announcement will be made in the specific incentive program rules. This may include volume-based incentives as well as Dealer contests and trips. Any unit reported over the limit specified in the program rules will be excluded from the program. MNAO Sales Policies and Procedures Manual 11 REV: January 17, 2014

4.2. Definition By Incentive Program Type A. Customer Cash Incentives - When Customer Cash is offered as a retail sales incentive, it will be paid to the Dealer if the following conditions are met: 1) The Ultimate Consumer must sign the Mazda Cash Back Rebate Form (see Appendix D) and select a payment option. The Dealer must retain this form. Dealer personnel cannot sign the Mazda Cash Back Rebate Form for the Ultimate Consumer. A power of attorney also will not be accepted, and 2) If the Ultimate Consumer elects to assign the Customer Cash incentives to the Dealer for application to the purchase price of the vehicle, the sales, lease, or finance contract must clearly indicate the proper use of the Customer Cash in the deal. Customer Cash must be listed separately from any other cash deposits or cash down payments, and 3) The separate line item must clearly indicate Manufacturer s Rebate, Rebate, or Rebate Cash. Example of an acceptable Sales Contract: Example of an acceptable Lease Contract: MNAO Sales Policies and Procedures Manual 12 REV: January 17, 2014

4.2. Definition By Incentive Program Type (continued) B. Dealer Cash Incentives - When Dealer Cash is offered as a retail sales incentive, it will be paid to the Dealer if the following conditions are met: 1) The Retail Sales Date is within the stated program period, and 2) The reported VIN qualifies for the applicable Dealer Cash as stated in the program rules. 3) Dealer Cash programs may also be referred to as Dealer Engagement, Hit-and- Win, Stair-Step, or Volume Bonus programs. 4) Other Mazda Programs, such as the Dealer Performance Program (DPP) or Sales Performance Program (SPP), may provide for certain payments if a Dealer is in compliance with the specified standards for facility and/or other objective-based criteria. Please refer to MX-Connect for individual program rules and requirements. C. Sales Force Incentives - When Sales Force Cash is offered as a retail sales incentive, it will be paid based on the following: 1) It is the sole responsibility of the Dealer to accurately report the Sales Consultant and/or Sales Manager associated with each vehicle sale at the time of RDR Entry. Failure to do so may result in the inappropriate payment of Sales Force incentives. 2) All payments and incentives will go to the Sales Consultant and/or Sales Manager reported on the RDR, unless prohibited by state law. The recipient of the payment (as reported on the RDR) will receive a 1099-Form as required by the Internal Revenue Service (IRS). The 1099-Form is based on the Social Security Number of the Sales Consultant and/or Sales Manager provided by the Dealer via the Dealer Person Administration screen in emdcs (accessed via the Admin Menu, under the Personnel menu). 3) Each vehicle must be reported correctly to be paid appropriately. An RDR submission with incorrect information must be reversed and a new RDR submitted with the correct information (see Policy 3.0.B.). In the event of an RDR Reversal, the Dealer will be debited on their Parts Statement for any and all associated Sales Force incentive payments processed based on the original RDR. i. Flat payments and spin payments will be processed for each eligible vehicle that is correctly reported. ii. iii. 4.3. Internet Sales Flat payments and spin payments are contingent on current Sales Training Certification of the Sales Consultant and/or Sales Manager. In the case of flat and spin payments, if an RDR Reversal is processed and a subsequent RDR is submitted, the corrected Sales Consultant and/or Sales Manager will be paid if and only if the correction is processed within the program period. If the subsequent RDR is processed outside of the program period, it will be ineligible for flat and spin payments. A vehicle sale facilitated through the internet will be eligible for applicable incentive programs as long as the sale meets the requirements outlined in this MNAO Sales Policies and Procedures Manual. MNAO Sales Policies and Procedures Manual 13 REV: January 17, 2014

4.4. Sales To A Third Party On Behalf Of An Ultimate Consumer A retail sale to a third party representative acting on behalf of an Ultimate Consumer (i.e. a Reseller, Broker, or Wholesaler who purchases a new Mazda vehicle for the purpose of resell) will be considered a sale to an Ultimate Consumer and therefore may be eligible for applicable incentive programs if and only if: A. The vehicle is delivered to the Ultimate Consumer by the Mazda Dealer, and B. The vehicle is reported with the Ultimate Consumer s name, address, and phone number, and C. The Ultimate Consumer and the Sales Consultant sign and date the completed Delivery Checklist. 4.5. Dealer Termination And Buy/Sell Incentive Payments A. If a Dealer agreement terminates during an incentive program period, the terminated Dealer s Parts Statement will be credited for any amounts earned up to the termination date, but the terminated Dealer will not be eligible for travel incentives. B. If a buy/sell closes during or after an incentive program period, any benefits earned by the selling Dealer should be considered for negotiation with the purchasing Dealer through the buy/sell (transfer) agreement. As a reminder, MNAO may conduct a sales incentive audit at any time including any period a buy/sell (transfer) agreement is pending. 4.6. Incentive Payment And Documentation Requirements A. Regardless of state requirements, a Dealer must provide proof of vehicle registration for all vehicle sales transactions reported to MNAO in order to receive any applicable incentive program payment from MNAO, including copies of payment method and receipts from the state motor vehicle department indicating fees paid and to whom the vehicle is registered. B. A Dealer cannot represent what, if any, incentive programs apply to a specific vehicle until that vehicle is ready for actual delivery to an Ultimate Consumer, regardless of production, shipment, or sale/lease timing. C. If there are extenuating circumstances (such as federal or state holidays; earthquake, fire, floods, or other acts of God; or any other reason determined by MNAO at MNAO s sole and absolute discretion), the 48-Hour Grace Period Rule allows the Dealer a 48-hour period after the final day of the program to report those sales via the emdcs system. D. No incentives will be paid for documents received after one (1) year from the Retail Sales Date or as specified in the applicable program rules. 1) All supporting documentation required for certain programs (e.g. College Graduate Program, Owner Loyalty, etc.) must be received by Mazda Program Headquarters within one (1) year of the Retail Sales Date or as specified in the applicable program rules. MNAO Sales Policies and Procedures Manual 14 REV: January 17, 2014

5.0. MAZDA EMPLOYEE PRICING PROGRAM A. MNAO offers the Mazda Employee Pricing Program (i.e. Mazda Employee Pricing E-Plan and Mazda Employee Pricing S-Plan) to encourage Dealer employees, MNAO employees, retirees, alumni, MNAO business partners, and their friends and family members to drive new Mazda vehicles. Under this program, an eligible vehicle may be purchased or leased from any participating Dealer. See the Mazda Employee Pricing Program Policy & Procedures Manual via MX-Connect for program details. B. E-Plan and S-Plan benefits apply as follows: 1) ELIGIBLE VEHICLES i. New current model and prior model year U.S. Mazda vehicles that have never been titled 2) INELIGIBLE VEHICLES i. Used vehicles, including those reported as Dealer demonstrators, regardless of mileage; and ii. MNAO demonstrators and lease vehicles and any other vehicle used for company service. 3) INCENTIVE ELIGIBILITY i. All Customer Cash retail incentives are applicable for E-Plan and S-Plan purchases, unless otherwise specified by Mazda. ii. For a Mazda Employee Pricing E-Plan purchase, all Dealer Cash retail incentives, including Dealer Engagement, Hit-and-Win, stair-step, or volume bonus programs, must be treated and paid as Customer Cash (payment levels will be dictated as set forth in each actual program announcement). iii. For an Mazda Employee Pricing S-Plan purchase, Dealer Cash retail incentives may be treated and paid as Customer Cash at the discretion of the Dealer s facing Regional Office. iv. All programs and payments need to be listed separately on the Mazda Cash Back Rebate Form, the dollar amount totaled, and then converted to Customer Cash and listed on a separate line on the sales, lease, or finance contract as Rebate or Rebate Cash. C. The Purchase Type on the RDR must be input as E-Plan or S-Plan, whichever applies to the sale. D. The Dealer must validate the PIN number and verify the customer information. E. The Customer PIN information must match the Ultimate Consumer information on the actual RDR. F. The Mazda Employee Pricing Program Customer Eligibility Form (see Appendix E) must be fully executed, signed by the customer, and retained in the Sales Jacket for all Mazda Employee Pricing E-Plan and Mazda Employee Pricing S-Plan sales. G. A Dealer may charge a separate reasonable and customary fee for document preparation or other purely administrative services incidental to the sale or lease of an E-Plan or S-Plan vehicle sale. The Dealer is responsible for complying with all applicable federal, state, and local laws and regulations. MNAO Sales Policies and Procedures Manual 15 REV: January 17, 2014

6.0. MNAO AUDIT STATEMENT MNAO reserves the right to decide any question of eligibility or any other matter relating to the interpretation, scope, or application of the MNAO Sales Policies or any incentive program rules, at its sole discretion, and such decision shall be final and binding upon all Dealers. MNAO further reserves the right to: A. Inspect all Dealer records and disqualify any non-compliant sale, and B. Chargeback a Dealer for any and all payments received for any noncompliant sale, and C. Charge a Dealer an Administrative Fee of $250 per record for any RDR Reversal performed by MNAO for any non-compliant sale. The above referenced Administrative Fee will be charged regardless of when the RDR Reversal is done (i.e. the fee applies whether or not the number of calendar days between the original RDR process date and the RDR Reversal date falls within the 32-Calendar-Day Grace Period), and D. Charge a Dealer for any and all MNAO costs and employee expense incurred as a result of an MNAO audit inspection. 7.0. RIGHT OF CANCELLATION MNAO reserves the right to cancel, amend, or revoke these MNAO Sales Policies, and/or any program at any time, and the Dealer agrees that it will make no claim to MNAO for anticipated benefits or lost opportunity under a cancelled program or revised or cancelled MNAO Sales Policies. MNAO Sales Policies and Procedures Manual 16 REV: January 17, 2014

8.0. GLOSSARY OF TERMS All capitalized terms not defined in this Mazda Sales Policies and Procedures Manual shall have the meanings specified in the Mazda Dealer Agreement. 32-Calendar-Day Grace Period Rule: A dealer is given a 32-Calendar-Day Grace Period from the original RDR process date to the RDR Reversal date to complete an RDR Reversal via emdcs. For an RDR Reversal beyond the 32-Calendar-Day Grace Period, a Dealer must submit an RDR Reversal Form to the appropriate MNAO Regional Office. The Dealer will automatically be charged a $250 Administrative Fee for an RDR Reversal processed outside the grace period. 48-Hour Grace Period Rule: If there are extenuating circumstances, this rule allows the Dealer a 48-hour grace period after the final day of a program to report those sales via emdcs. Administrative Fees: If an Incentive Program (a.k.a. Finance Source Code) is reported incorrectly and NOT corrected by the reporting Dealer, the Dealer will automatically be charged $25. A Dealer will automatically be charged $250 for an RDR Reversal processed after the 32- Calendar-Day Grace Period. If a sale is found to be non-compliant, MNAO will charge $250 per record for any RDR Reversal required, regardless of the number of calendar days between the original RDR process date and the RDR Reversal date. Bill Of Lading: Official document accompanying a vehicle distributed by MNAO which authorizes sale and title of a new vehicle to a Dealer. Broker: A company, organization, or individual who purchases a vehicle for the purpose of resell. Buyer s Order: A document used to record the sale of a vehicle between an Ultimate Consumer and a Dealer. Chargeback: The action taken by MNAO to charge a Dealer for repayment of incentives received by the Dealer for a sale not reported correctly or not reported in accordance with MNAO Sales Policies and any applicable incentive program rules. Customer Special Program: An incentive program that requires the manual submission of supporting documentation to validate program eligibility, (e.g. Owner Loyalty, College Graduate Program, Auto Show Coupon). Dead Deal: Refers to a situation when a vehicle sale to an Ultimate Consumer is reported to MNAO yet a final sales, lease, or finance agreement with that specific Ultimate Consumer is not realized. Dealer Engagement: Refers to a type of Dealer Cash incentive program whereas unless otherwise dictated by state law, disclosure to an Ultimate Consumer is at the discretion of the Dealer. Driver s Education Incentive: A Dealer program that provides an incentive for sales made to Driver s Education programs. See Driver s Education Program Overview via MX-Connect for program details. E-Plan and S-Plan: Collectively called the Mazda Employee Pricing Program, this program is designed to encourage MNAO employees, retirees, alumni, MNAO business partners, and their friends and family members to drive new Mazda vehicles. Eligible Fleet Account: A non-retail account that has been pre-authorized by MNAO to purchase certain Mazda vehicles under the Mazda Fleet program. emdcs: The MNAO online reporting system provided to Dealers that is utilized to process, report, and update vehicle sales-related information. Export Sales: Any new Mazda vehicle sold by a Dealer for resale or use outside of the United States. An export sale is strictly prohibited within three (3) months of a Retail Sales Date. MNAO Sales Policies and Procedures Manual 17 REV: January 17, 2014

8.0. GLOSSARY OF TERMS Finance Contract: A vehicle sales contract outlining the financial obligations between an Ultimate Consumer and a financial lending institution. Hit-And-Win Bonus Program: A Dealer bonus program that provides a specified incentive payment to a Dealer for the achievement of an established objective. Incentive Exception: A request for additional consideration regarding the payment of an incentive outside of the stated program period due to an unforeseen or unique circumstance. All exceptions are approved or denied on a case-by-case basis at the sole discretion of MNAO. Incentive Program (a.k.a. Finance Source Code): An incentive offer that is applicable to a vehicle sale based on specific incentive program rules. Ineligible Vehicle: A vehicle sale that is not eligible for an incentive program and/or a retail contest as defined within the MNAO Sales Policies or the applicable incentive program rules. Insurance Pay-off Vehicle: A vehicle that has been subject to theft, fire, collision, flood, tornado, hurricane, or other natural disaster. Lease Contract: A vehicle lease contract outlining the lease obligations between an Ultimate Consumer and a leasing company. Mazda Dealer Bonus Program: A program that may provide certain payments for compliance with specified standards for facility and/or other objective-based criteria (e.g. Dealer Performance Program - DPP or Sales Performance Program - SPP). See MX-Connect for individual program rules and requirements. Mazda Employee Pricing Program: Formerly known as Mazda New Vehicle Purchase Program. This program is designed to encourage MNAO employees, retirees, MNAO business partners, and their friends and family members to drive Mazda vehicles. New Vehicle Delivery Checklist: Created to support MNAO s Perfect Delivery Process and located within the Mazda Smart Start Guide for each new Mazda vehicle, a Delivery Checklist must be completed, signed, and dated by the Ultimate Consumer and retained in the Sales Jacket for each vehicle sales transaction reported to MNAO. RDR (Retail Delivery Receipt): An RDR is a reference to the official record or report of a vehicle sale to MNAO by a Dealer into the emdcs system. RDR Reversal: The process utilized to reverse a previously reported vehicle sale if a change or correction to the original RDR is required. RDR Update: Within one (1) year of the Retail Sales Date, a Dealer may make corrections to certain information such as Customer Name or Incentive Program (a.k.a. Finance Source Code). Records Maintenance: MNAO requires a Dealer to retain all required documentation in the Sales Jacket for each vehicle sales transaction, including sales that are reversed, for at least two (2) years following the Retail Sales Date. Retail Sales Date: The date the selling Dealer delivers physical possession of a vehicle to the Ultimate Consumer and the date the Ultimate Consumer signs the Delivery Checklist. Sales Jacket: The collection, or file, of all required documentation that must be kept on record for each and every vehicle sales transaction that is reported to MNAO. Stair Step Bonus Program: A Dealer bonus program that provides escalating incentive payments to a Dealer for the achievement of accelerated or stepped objective levels. VIN (Vehicle Identification Number): A standardized serial number with 17 characters to uniquely identify an individual motor vehicle. Volume Bonus Program: A Dealer bonus program that provides a specified incentive payment to a Dealer for the achievement of a stated volume of sales. MNAO Sales Policies and Procedures Manual 18 REV: January 17, 2014

APPENDIX A Sale Types and Incentive Programs (a.k.a. Finance Source Codes) R F D M C L G RDR ENTRY TYPES Retail Sale Fleet Sale Demonstrator Mazda Special Commercial Loaner Driver s Education INCENTIVE PROGRAMS (a.k.a. FINANCE SOURCE CODES) X C D E H L Finance Code for M-Code Sale Type All other fleet accounts CHASE Special APR CHASE Special Lease Retail Cash Non-MAC/CHASE Dealer Service Loaner Car Program MNAO Sales Policies and Procedures Manual i REV: January 17, 2014

APPENDIX B New Vehicle Delivery Checklist ( Delivery Checklist )* *Sample Delivery Checklist as found in the 2010MY MAZDA6 Smart Start Guide MNAO Sales Policies and Procedures Manual ii REV: January 17, 2014

APPENDIX C REGIONAL OFFICE FAX NUMBERS: Gulf: (281) 898-7451 Midwest: (630) 873-2442 Northeast: (866) 735-6253 Southeast: (904) 419-5883 Western: (949) 222-2503 MAZDA NORTH AMERICAN OPERATIONS RDR Reversal Form NOTE: Dealers are given a 32-day grace period to reverse any RDR. During this grace period, Dealers will have access to process their own RDR Reversals via the emdcs RDR Reversal screen. If the RDR Reversal is done within the 32-day grace period, the Dealer will not be charged an administrative fee. Any request for an RDR Reversal after the 32-day grace period must be made in writing to the MNAO regional office via this RDR Reversal Form. DATE: DEALER CODE: DEALER NAME: VIN: ORIGINAL SALE DATE: ORIGINAL RDR PROCESS DATE: REASON FOR RDR REVERSAL: (A detailed description is required.) I hereby certify that this vehicle meets all requirements to be sold, delivered, and registered as a new vehicle as defined by Mazda North American Operations (MNAO) and all state and federal agencies. All RDR Reversal requests made more than 32 days from original sale date will be charged an administrative fee of $250 and may be forwarded to Mazda s Audit Department for further review. This fee will be automatically charged to the Dealer s Parts Statement. Documentation pertaining to the original and subsequent RDR will be made available for review by MNAO in accordance with stated audit procedures. Failure to comply will result in all past incentives on this unit being charged back and all future payments being blocked. BOTH SIGNATURES REQUIRED: GENERAL MANAGER: Print Name Signature SALES MANAGER: Print Name Signature REV: July 2012 MNAO Sales Policies and Procedures Manual iii REV: January 17, 2014

APPENDIX D MNAO Sales Policies and Procedures Manual iv REV: January 17, 2014

This form is to be used to confirm the buyer's eligibility under the Mazda Employee Pricing Program, (i.e. E-Plan and S-Plan). See MNAO Sales Policy and Procedures Manual for additional information. Dealer Information Dealer Name MAZDA EMPLOYEE PRICING PROGRAM CUSTOMER ELIGIBILITY FORM Dealer Code Area Code Phone Number ( ) Buyer Information First Name Middle Initial Last Name Address City State Area Code Phone Number ( ) Zip Code Vehicle Information Model Trim Year Process RDR Date Vehicle Identification Number Vehicle Options (if applicable, see current program rules Buyer is eligible for: (Check one) PIN Certificate Number Mazda Employee Pricing E-Plan Mazda Employee Pricing S-Plan (A) Program Eligibility Relationship to Mazda Employee, Mazda Partner Employee, or Mazda Motorsports Team Member S-Plan Partner ID Number (if applicable) S-Plan Partner Employee Verification (business card, employee ID, pay stub, etc) Vehicle Purchase Price and Incentive Information E- or S-Plan Vehicle Price: Motorsports Team Support Number (if applicable) Motorsports Team Verification (if applicable) (business card, employee ID, pay stub, etc) (B) (C) (D) (E) Less Available Customer Cash Retail Incentives: Less Applicable Dealer Cash* Retail Incentives: Total Applicable Incentives, (B + C): Vehicle Purchase Price, (A - D): **See MNAO Sales Policies and Procedures Manual or DealerLink for complete program details regarding applicable Dealer Cash incentives. IMPORTANT - - Buyer and Dealer Should Read By signing this form, the Buyer and Dealer each confirm that the Buyer does indeed qualify for the Mazda Employee Pricing Program, either as an Mazda Employee Pricing E-Plan or Mazda Employee Pricing S-Plan purchaser, as defined by the program guidelines available via the Mazda Dealer Home Page. Buyer's Signature, (same signature as that on sales/lease/finance contract) Date Authorized Dealer's Signature Date This form must be completed and retained in the Sales Jacket of the applicable vehicle sales transaction along with all other required documents in accordance with MNAO Sales Policy and Procedures Manual. MNAO Sales Policies and Procedures Manual v REV: January 17, 2014

APPENDIX F MNAO Sales Policies and Procedures Manual v REV: January 17, 2014

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