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Arbitration PolicyEffective Date: April 17, 2017V.Title Arbitration Policy:1.All titles submitted by Seller must be inSeller’s company name on title or on aproperly executed reassignment form. TheSeller guarantees the titles of vehicles thatare sold through Auction. This guarantee ofthe title warrants that the title shall bemarketable and free and clear of all liensand encumbrances. This includes any brand(such as “salvage”) noted upon the currentor any prior certificate of title unless suchencumbrances were announced at the timethe vehicle is sold through Auction and for aperiod of four (4) years from the date ofsale. Seller’s liability under this titleguarantee shall never exceed the Auctionsale price (the “maximum amount”) of thevehicle, and this maximum amount shall bereduced by two percent (2%) per monthfollowing Auction sale date. All liabilityunder this title guarantee shall expire andterminate four (4) years after Auction saledate. Auction will not be responsible forany expenses incurred on vehicles returnedfor late title.2.Seller warrants, represents and guaranteespossession and conveyance of a certificateof title, properly executed, valid in the statewhere the transaction is occurring and clearof all liens and encumbrances (exceptcurrent year DMV fees in California), andseller warrants and will defend the titleagainst the claims and demands of allpersons whatsoever.3.Seller will ensure that the title must bereassigned directly to Buyer. Any titleassigned directly to facilitating auction willnot be accepted.4.Seller will not be paid for vehicles until atransferable title is received.5.Auction accepts no responsibility for nontitled vehicles sold without title. Seller mustannounce the vehicle being sold with a billof sale only and that there is no title totransfer. All non-titled vehicles andequipment will be sold “As-Is.”Standards6.If the title problem is due to a clerical orcoding error, or incomplete documentation,Auction shall be given reasonable time afterreceiving notice to have the error corrected.7.Applications or other documents related to aduplicate title will not be accepted, unlessannounced as such or if allowed by theappropriate jurisdiction.8.Where legal by municipal and/or state law,any vehicle being offered for sale with aforeign (non-US) title, must be disclosedprior to the sale by the seller. Disclosurerequirements and time limits are subject tolocal auction title policy. Vehicle must belegal to sell in the United States.9.Seller has up to a maximum of [seeindividual Auction Company’s Title Policy(Auction Choice)] calendar days for title tobe received by Auction. (Sale day is Day 1).After (Auction Choice) calendar day period,it is the Buyer’s option to return the vehicleor wait a reasonable period of time for thetitle. If, after 90 calendar days, Seller hasnot produced negotiable title and Buyer hasnot returned the vehicle, this title guaranteeshall not apply and Auction shall have noduty to produce the certificate of title to theBuyer and shall have no duty to pay Seller.10. Vehicles lacking a properly assigned title orreassignment to transfer a title at time ofsale must sell “Title Attached/TitleUnavailable/Title Absent,” with the Bluelight on.11. Vehicles lacking lien release or a valid repoaffidavit for a repossessed vehicle (whereallowed by law) must be sold “TitleAttached/Title Unavailable/Title Absent,”with the Blue light on.Page 6 of 14

Arbitration PolicyEffective Date: April 17, 201712. In regard to defect in title, and in anymatter relating to odometer mileage,odometer statements, or damage disclosurestatements: Seller and Buyer agree toindemnify and hold harmless Auction fromany liability, loss costs, damage or expense,including attorney fees which may ariseeither directly or indirectly from the saleand purchase of the consigned vehicleincluding but not limited to title servicesprovided.3. Required Conversiona.13. Whenever any claim is made by any personagainst the title of a vehicle, whether bysuit or otherwise, the Buyer, after becomingaware of said claim, shall immediately notifyAuction. This involves giving full particularsof claim, cooperating fully in defending anylegal action, and in taking other steps tominimize possible loss.All other vehicles imported must beimported through a RegisteredImporter. Registered Importers arerequired to post a bond with the U.S.Department of Transportation and/orNational Highway Transportation SafetyAdministration. All vehicles importedthrough a Registered Importer musthave:i.ii.iii.iv.v.VI. PreviousCanadianand/or Grey MarketVehicles:b.1. A “Previous Canadian” disclosure is requiredfor any vehicle (regardless of manufacturingorigin) having been registered in a Canadianprovince. Additional announcements may berequired as well due to the use in Canada(i.e. Full or partial voided warranty, foreigntitle and etc.)2. Any vehicle not originally built to U.S.specifications can, under certaincircumstances, be imported through aregistered importer who modifies thevehicle to comply with U.S. equipment andsafety regulations (DOT and NHTSA) andthen certifies it as compliant, and anindependent commercial importer whomodifies the vehicle to comply with U.S.emissions regulations and then certifies it ascompliant. Only vehicles properly convertedto U.S. specifications can be sold and mustbe announced as such.StandardsVII.U.S. Safety Standard CertificationLabel that identifies the RegisteredImporterValid U.S. Title or Legal Foreign TitleMeet ALL Federal NHTSA, D.O.T.and/or E.P.A. Mandated GuidelinesDocumentation must be provided atany time by seller.Cleared the mandated wait time.All vehicles, whether imported by aManufacturer or a Registered Importer,must show miles per hour on thespeedometer and miles traveled on theodometer. Title 49, United States Code,Chapter 327, Section 32704, allowsreplacement odometers without a doorframe sticker if the conversion fromkilometers to miles can be done withoutchanging the distance traveled by thevehicle; therefore, replacement of anodometer under these circumstancesdoes not have to be announced by theSeller.Arbitration Guidelines:Vehicles that have any of the defects outlined inAppendix I that were not disclosed by the selleror announced at the time of sale must bereported to Auction within the time frame notedbelow in order to be eligible for arbitration.Vehicles must be returned to Auction in thesame or better condition than when purchasedwith no more than (auction choice) miles.Page 7 of 14

Arbitration PolicyEffective Date: April 17, 20171. Time Period: Refer to Appendix I forarbitration time periods. Sale day is Day 1.Arbitration shall end at the close of businessas determined by each Auction on the lastcalendar day in the time period.2. Process: Any single mechanical defect thathas a repair cost of 500 or more is subjectto arbitration on vehicles sold underqualifying lights and lack of announcementby the seller per Appendix I. Each vehicletransaction is allowed one chance atarbitration. The arbitrator will inspect onlythe defect that is on the initial arbitrationclaim. Repair costs will be determined bythe auction and will reflect the auction costto repair. If price adjustment is made andaccepted, vehicle becomes “As-Is, NoArbitration” property of the Buyer, and isnot subject to any further arbitration. Theauction management makes the bindingdecision upon both the Buyer and Seller onall arbitration matters.3. Fees: Auction reserves the right to assessan arbitration fee to the Buyer. If thearbitration is valid, Auction reserves theright to assess an arbitration fee to theSeller in addition to any charges associatedwith the arbitration.4. Not subject to arbitration:a. Vehicles exceeding 20 model years, withthe exception of trailers, RVs, andwatercraft, which cannot be arbitrated ifthey exceed 10 model years.b.Kit vehicles, homemade vehicles, ormodified vehicles are sold “As-Is” andcannot be arbitrated for odometer,structural issues, warranty books, ormodel year.c.Inherent Conditions: No arbitration canbe based on conditions that are inherentor typical to a particular model ormanufacturer. Manufacturer warrantyguidelines will be used where applicableto determine whether the condition isinherent. Additional resources can befound on NAAA’s Standards page atwww.NAAA.com.cannot be arbitrated for manual clutchassemblies unless the defect will not allow asafe test drive.e. Wearable Items: Auction will not arbitratevehicles for wearable items normally wornvs excessively worn or inoperative (notinherent). For purposes of this policywearable items are defined as parts of thevehicle that the manufacturer recognizesthe need for replacement/adjustment duringthe expected life of the vehicle driven theaverage miles per model year (15k). Theseitems are normally identified in the Owner’sManual for routine check and replacementand would include, but are not limited to,air ride suspensions, tires, wipers, brakepads, shoes, rotors, belts, hoses,lubricants/fluids, timing belts, bulbs, filters,shocks and struts.f. Unsafe vehicles: Auction reserves the rightto reject any vehicle that managementjudges to be unsafe.g. Vehicles may not be arbitrated based solelyupon information provided in ElectronicData Vehicle Histories (EDVH) or printedEDVH reports. Auction and Seller are notbound by information listed in EDVH.Examples of EDVH include Carfax,AutoCheck, NMVTIS, etc. The facilitatingAuction may investigate vehicle historybased on information found in EDVH forinformation that may impact arbitration.h. Auction is not bound by vehicle grades orother types of scoring systems placed uponthe vehicle. Buyers may only arbitrate avehicle based upon damage or defects thatwere present at the time of the sale of thevehicle.i. Vehicles with more than (auction choice)miles from time of sale.d. Manual Transmissions: Vehicles withstandard (full or partial shift) transmissionsStandardsPage 8 of 14

Arbitration PolicyNational Arbitration Policy Guidelines (Appendix 1) Amended 9/5/17StandardsEffective Date: April 17, 2017Page 9 of 14

Arbitration PolicyEffective Date: April 17, 2017Structural Damage,Alteration or CertifiedStructural Repair orReplacement PolicyVIII.The purpose of the NAAA Structural DamagePolicy is to define and clarify terminologyassociated with structural issues and to specifythe disclosure requirements of the seller forvehicles offered at NAAA affiliated auctions.The policy is intended to provide adequatedisclosure to the buyer for informed purchasedecisions and to limit arbitrations for the seller.This policy, along with the main ArbitrationPolicy will serve as the primary criteria for allarbitration proceedings.1. Definitionsa. Vehicle Structure-The main loadbearing platform of a vehicle that givesstrength, stability and designexclusivity and to which all othercomponents of the vehicle arefastened. For purposes of this policy,there are three macro types:i.Unibody - A type of structurewhereby the floor pan assembly, roofbows/braces, pillars, etc. are bondedtogether into one unit, therebyeliminating the need for a separateconventional structureii.Unibody on Frame-A type ofstructure whereby a unitizedstructure is bolted to a conventionalstructure.iii.Conventional Structure-A type ofstructure consisting of twosymmetrical rails (beams) connectedby various cross-members.Standardsb. UVMS-Used Vehicle MeasurementStandard. The commercially acceptablemeasurement deviation from thevehicle’s original structuralspecification in order for any deviationnot to be considered structuraldamage.c.Permanent Damage (aka “Kinked” or“Broken”)- The result of two or moreobjects striking or coming together at asignificant change in velocity thatpermanently deforms the structuralcomponent(s) rendering it nonrepairable per the manufacturer.2. Recommended Disclosuresa. Structural Damage-Damage to thestructure or a specific structuralcomponent of the vehicle. Oftenreferred to as frame damage, althoughit also applies to Unibody and Unibodyon Frame structures in addition toConventional Frame.b. Certified StructuralRepairs/Replacement-Repairs to aspecifically identified structuralcomponent of a vehicle that has beencertified to be within the Used VehicleMeasurement Standard (UVMS).c.Structural Alteration -An alterationto the vehicle’s structure including alengthened or shortened frame, amodified suspension, or the installationor removal of after-market accessories.Page 10 of 14

Arbitration PolicyEffective Date: April 17, 20173. Seller Disclosure Requirementsh.Corrosion of structural componentsdetermined by one or more of thefollowing; when the substrate loses itsshape, the original bonds near theaffected area are loose or are nolonger in existence, the originalthickness of the substrate has beenchanged by more than 25%, theaffected area no longer possesses itsabsorption or deflection properties.i.Structural tear damage (i.e. transporttie down) if more than 1" in length(measured from tear start/stop points)j.Damage due to improper jacking orlifting that permanently deformsstructural components outlined in thispolicy.k.Damage due to contact with parkingabutments and/or road debris thatpermanently deforms structuralcomponents outlined in this policy.l.Roof bows/braces that have beenmodified, have existing permanentdamage or removed. A replaced roofskin is not a required disclosure interms of the Structural Damage Policy.Sellers must disclose permanent structuraldamage, any structural alterations, structuralrepairs or replacements (certified or noncertified) as outlined in this policy prior toselling a vehicle at auction regardless of saleschannel or light condition. Disclosures arerequired for the following:a.Any/all existing permanent (nonrepairable aka kinked or broken)structural damage as defined in thispolicyb.Improper and/or substandard priorrepairs (not meeting OEM repairguidelines)c.Repairs not certified using OEMguidelines or to be within the UVMSImproper alterations to the structureLengthened or Shortened structureverified by visual inspection.d.Altered suspension that requires thestructure to be modified from its OEMform.e.After-market accessories installed orremoved to the structure.f.Towing packages installed (orremoved) where new holes are drilled,OEM holes are enlarged, or if thetowing package is welded or brazed tothe structure.g.Multiple access holes (regardless ofsize) or singular access holes greaterthan 5/8". Access holes between 1/4"and 5/8" are subject to disclosurebased upon location and condition ofstructural component.Standardsm. The C pillar/quarter or Cab panel mayor may not be a structuralcomponent(s) as per the vehiclemanufacturer.Page 11 of 14

Arbitration PolicyEffective Date: April 17, 20174. Arbitration Rules for StructuralDamage, Alteration, CertifiedRepairs or Certified Replacementa.b.c.A vehicle may be arbitrated if it hasundisclosed existing permanentdamage alteration, Certified Repairs orCertified Replacement, which shouldhave been disclosed under this policy,even though the vehicle is within theUVMS. If a structural issue is properlydisclosed, the vehicle may only bearbitrated for improper repair of thedesignated area, existing permanentdamage or repairs to other areas of thevehicle not disclosed, or for failure tobe within the UVMS that was verifiedby visual inspection.responsible for the charges paid to thefacility.f.Visual evidence supersedes any/allmechanical or electronicmeasurements.g.For measurements according to theUVMS, the following guidelines willapply:Damaged or replaced radiator coresupports or rear body panels do notrequire a structural disclosure underthis policy.Damage to the aprons, rail floor panassembly, inner wheelhouse (upper orlower), D pillar (if equipped) or otherancillary structural components on aunitized structure in the area wherethe radiator core support or rear bodypanel attaches will require a disclosureif permanent damage exists.d.Brazed exhaust hangers are not arequired disclosure under this policy.e.Facilitating auction will, at itsdiscretion, have a vehicle measuredaccording to the UVMS at a facility ofits choice. Prior to sending the vehiclefor measurement, the auction reservesthe right to complete a visualverification of the physical condition ofthe vehicle to determine that it shouldbe measured. If the measuring facilitydetermines that the vehicle is withinthe UVMS, the buyer of the vehicle willbe responsible for the charges paid tothe facility. Likewise, if the measuringfacility determines that the vehicle isnot within the UVMS, the seller will beStandardsi.The vehicle structure mustmeasure to a total tolerance of nomore than /- 8 millimeters (mm)of published specification of length,width and height at control pointsthat capture the front (2), center(4) and rear (2) sections of thevehicle.ii.Symmetrically (comparativemeasure from side to side andpoint to point based on pointmeasurement), the length, widthand height must measure to adifference of no more than6 mm. Upper body measurements(tram gauge) by themselves willnot be adequate.h.Buyer must arbitrate any/all structuralmisrepresentations as outlined in thispolicy within published timelines(outlined in the main Arbitration PolicyGuidelines) from date of purchase(purchase day counts as Day One).i.The buyer must contact and follow thearbitration process of the auctionwhere the vehicle was purchasedincluding the auction’s direction forreturn of the vehicle and the timeframeallowed for the vehicle to be returned.j.In the event of improperly disclosedstructural damage by the seller, thebuyer will be entitled to reimbursementin accordance with the main ArbitrationPolicy.Page 12 of 14

Arbitration PolicyEffective Date: April 17, 2017StandardsPage 13 of 14

Arbitration PolicyEffective Date: April 17, 2017IX.Flood, Damage PolicyVehicles are frequently exposed to moistureduring their ordinary operation, maintenance,and reconditioning. Occasionally, suchexposure may leave residual marks orindicators similar to those left by exposure orimmersion of the vehicle in floodwater. Indetermining what conditions require disclosureor in arbitrating vehicles for floodexposure/damage it is critical that the totalcondition of the vehicle be considered includingVIN data history. Disclosure requirements canbe found in Appendix I.1. Disclosure Not RequiredNo disclosure is required nor is arbitrationallowed for the following types of waterexposure, provided that none of thecomponents outlined below are damaged:a.Rain, snow or sleet due to openwindows, doors or tops or leakingseals.b.Car wash or rinse water.c.Carpet or upholstery shampooing orcleaning.d.Stream, pond, puddle or floodwaterthat does not rise above the rockerpanel or otherwise enter the passengercompartment.e.Stream, pond, puddle or floodwaterthat enters the luggage compartment,but does not damage any electricalcomponents (such as lighting or wiringharness) or does not enter thepassenger compartment.Standards2. Disclosure RequiredDisclosure is required and arbitration shallbe allowed under the following conditions:a.The title has been correctly brandedindicating flood history of the vehicle.b.Any of the following components havebeen damaged due to stream, pond,puddle or ront or rear internal lighting orwiring harnessesEngine and its major componentsTransmission and differentialDash instrument panel and wiringPassenger seat cushionsPower seat functions or windowmotorMajor sound system componentsPage 14 of 14

under the rules outlined in this policy. (As-Is dollar amount, model years, and mileage are subject to local auction policy). 4. Blue Light Title Attached/Title Unavailable/Title Absent: This light is used to announce that the title is not present (auction managed location) at the time of the sale. For Auction rules regarding