EXHIBIT A 

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ADMINISTRATION (PROGRAM) AGREEMENT

Between

Tricor Automotive Group, Inc.

and

Premier Dealer Services, Inc.

EFFECTIVE DATE: October 1,2014

Exhibit A

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ADMINISTRATION (pROGRAM) AGREEMENT

THIS ADMINISTRATION (PROGRAM) AGREEMENT, including any exhibits attached

hereto, (the "Agreement") is between Tricor Automotive Group, Inc. ("TAG"), a corporation

incorporated under and governed by the Canada Business Corporations Act and Premier Dealer

Services, Inc., an Illinois corporation, ("PDS") .

WHEREAS, PDS's businesses include the administering of various vehicle aftermarket products

and programs offered to purchasers of motor vehicles in Canada; and

WHEREAS, TAG markets, through its automotive dealer network, consumer/vehicle protection

products, certain after Inarket programs including Program Contracts as defined in Section III of

this Agreement, including Vehicle Service Agreements (VSA), Mechanical Breakdown

Insurance (MBI) and Limited Warranty Programs (LW) under the private label program name

"Tricare";

WHEREAS, TAG has secured SAL Marketing Inc ("SAL") to be the obligor for VSC In

provinces where it is permitted;

WHEREAS, TAG has secured a Canadian insurance provider ('TAG'S INSURER")

incorporated and authorized under An act respecting Insurance L.R.Q. C. A-32, to issue

contractual liability policies of insurance to obligors, including SAL and Dealers, insuring the

obligations created by selling Program Contracts and to issue certain other insurance policies

insuring Program Contract Holders against losses suffered under the terms of Program Contracts

(collectively hereinafter referred to as "INSURANCE");

WHEREAS TAG is the administrator ofthe Program Contracts on behalf of SAL and/or TAG'S

INSURER and wishes to subcontract some ofthese duties including claims handling to PDS;

WHEREAS, TAG also desires PDS to provide analysis and support for pricing adjustments as

well as aid in designing Program Contracts from time to time;

NOW THEREFORE, in consideration ofthe mutual covenants and agreements herein contained,

the parties agree to the following:

I. TERM OF AGREEMENT

This Agreement shall become effective 12:01 A.M. Eastern Standard Time on October 1,

2014 and shall continue through September 30, 2017 ("Initial Term"), unless terminated

earlier pursuant to Section IX, TERMINATION, of this Agreement. Upon expiration of

the Initial Term, this Agreement shall automatically renew and shall continue in full force

and effect until written notice oftermination is given by either party, effective twelve (12)

months following the date of such notice. Except as provided in Section IX, notice of

termination may not be given until after September 30, 2016.

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Subject to the terms and conditions of this Agreement, PDS shall serve as the

administrator of Program Contracts marketed by TAG and covered by the INSURANCE

issued by TAG'S INSURER.

II. AGREEMENT SCOPE

The PROGRAMS covered by this Agreement include only the PROGRAMS listed

below. Additional PROGRAMS may be added upon the mutual acceptance and written

agreement ofthe parties. Current PROGRAMS are as follows:

Vehicle Service Agreements (VSA) are purchased by consumers and provide for

mechanical coverage in the event of breakdown ofthe vehicle.

Mechanical Breakdown Insurance (MBI) are purchased by consumers and provide

for mechanical coverage in the event of breakdown of the vehicle.

Mechanical Limited Warranties (MLW) are provided to vehicle purchasers at no

charge by dealerships and provide for mechanical coverage in the event of

breakdown.

Loyalty Powertrain Products (LP) are dealership giveaway products which

promote customer retention and provide for mechanical coverage in the event of

breakdown upon meeting various service requirements.

III. DEFINITIONS

As used in this Agreement, the following terms will have the meanings shown:

"Administration Fees" means the administration fee received by PDS for performing its

obligations and responsibilities as required under and pursuant to this Agreement for

Program Contracts. Any changes in Administration Fees shall be communicated to TAG

in writing at least thirty (30) days in advance ofthe effective date ofthe change.

"Broker" means the Canadian licensed insurance broker designated by TAG or TAG'S

INSURER for PROGRAMS.

"Claim" shall mean a request for payment or performance of service by a Program

Contract Holder in accordance with the terms of a valid Program Contract. A Claim for

mechanical repairs or maintenance shall include all repairs and services provided in a

single visit to a repair facility.

"CLIP" means and refers to a Contractual Liability Insurance Policy.

"Confidential Information" shall mean this Agreement and all data, trade secrets, trade

marks or marks, business information, Programs, Dealer Cost, and any other information

of any kind whatsoever that a party herein discloses, either orally or in writing, to the

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other party. A writing shall include an electronic transfer of information by electronic

mail, over the Internet or otherwise.

"Dealer" shall mean an automobile, or similar dealer entity properly licensed in the

territory or province where dealer(s) may operate, who provides, markets, sells, solicits

and/or issues Program Contracts administered by PDS.

"Dealer Cost" shall mean the amount that the Dealer is required to remit for the sale of

each Program Contract.

"Goodwill Expenses" shall mean a claim that is denied by PDS and upon review by

TAG's Loss Control, it is determined that the claim should be paid.

"Marketing Fees" shall mean the amount due to TAG for each Program Contract. Such

Marketing Fees shall be as determined by TAG for each Dealer and communicated to

PDS in writing at least thirty (30) days in advance of the effective date of any change in

Matketing Fees.

"MBI Premium" shall mean the amount paid by the consumer for the MBI PROGRAM

sold by the Dealer.

"Premium" shall mean amounts paid to TAG's INSURER for coverages insured under

the program.

"Premium Refund" shall mean the portion of Premium due to a Program Contract Holder

upon cancellation of a Program Contract.

"Program Contract" shall mean a document issued by SAL, TAG'S INSURER, a Dealer

or another third party obligor that provides benefits under a PROGRAM.

"Program Contract Holder" shall mean any person or legal entity who holds or acquires

the rights to a valid Program Contract as defined herein.

"Program Obligor" means and refers to TAG'S INSURER, SAL, a Dealer or another

third party who is obligated under a Program Contract to fund a loss incurred by a

Program Contract Holder pursuant to the terms of a Program Contract.

"Reserves" shall mean funds required for Claims. Reserves include:

(i) "Base Reserves" which are the minimum amount of funds required for

PROGRAM claims; and

(ii) "Additional Reserves" which are reserves above the Base Reserves, are to

be determined by TAG and/or TAG'S INSURER and may be included on

a PROGRAM for an individual Dealer or agent.

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"TAG'S INSURER Audit Representatives" shall refer to representatives of TAG'S

INSURER or TAG'S INSURER'S regulatory authority or Canadian governmental

authority who require audit of PDS' records for reasonable protection of their property or

interests.

"TAG'S LOSS CONTROL MANAGER" shall mean an individual appointed by TAG.

IV. POLICIES

This Agreement, and the duties to be performed by PDS and TAG as contained herein,

are in conjunction with the INSURANCE provided by TAG'S INSURER for the

PROGRAMS. To the extent that any terms and conditions of this Agreement conflict

with any ofthe terms and conditions ofthe INSURANCE, the terms and conditions ofthe

INSURANCE shall prevail.

V. PDS' RELATION TO TAG

This Agreement is not a contract of employment. Nothing herein shall be construed to

create the relationship of employer and employee between the TAG and PDS. Subject to

the terms of this Agreement, PDS shall be free to exercise judgment and discretion with

regard to the conduct of its business. Except as expressly provided herein, the parties do

not intend to create a relationship of principal and agent with respect to the PROGRAMS

covered under this Agreement, nor do they intend to create a joint venture or partnership

and neither party has the right to bind the other or to so represent unless specifically

provided herein.

VI. AUTHORITY AND DUTIES OF PDS AND TAG

A. Sales & Marketing

1. TAG shall be responsible for the development and production of all

marketing and training materials for PROGRAMS. TAG shall ensure that

all such marketing and training materials comply with applicable laws and

regulations relating to the sale and financing ofthe PROGRAMS

2. PDS shall use a standard reference to TAG'S INSURER, which will be

provided by TAG in writing, for use in its advertising and promotional

materials.

3. TAG shall train agents and Dealers on all aspects of the Program

Contracts.

4. TAG or its designee will deliver if so requested, contractual liability

policies ofinsurance to respective obligors ofthe Program Contracts.

5. TAG shall be responsible for ensuring new Dealers who contract to sell

Tricare products meet the underwriting requirements for each

PROGRAM. TAG shall collect all Dealer agreements, and dealer

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appointment documentation (to process appointments in the territory or

provinces where Program Contracts will be sold as an insurance product)

required by TAG'S INSURER and promptly forward such documentation

to PDS and TAG'S INSURER as applicable prior to marketing Program

Contracts.

6. Upon TAG'S request, PDS will facilitate Dealer participation in a Dealer

reserves program ("Over Remit") and PDS shall manage the program.

B. PROGRAM Management

1. PROGRAMS shall include types and classes of business, policies of

insurance and products identified in Section II ofthis Agreement.

2. TAG shall be assisted by PDS in co-ordinating Programs with TAG'S

INSURER and shall be responsible for development of all PROGRAMS

including Program Contracts, underwriting and eligibility guidelines,

Premium, Reserves, any third party fees and commissions. These amounts

plus the Administration Fees set by PDS shall comprise the Dealer Cost.

a. TAG will provide PDS with advance written notification of the

Dealer Cost by Dealer for each PROGRAM. TAG shall further

provide a breakdown of the Dealer Cost into the various

components.

b. TAG shall ensure all Program Contracts comply with applicable

terms and conditions set for the PROGRAMS with respect to

underwriting and pricing. TAG shall submit all Program Contract

forms to TAG'S INSURER for advance written approval before

use. PDS shall assign a unique form number to each approved

Program Contract form.

3. PDS shall manage its administrative rating systems in strict compliance

with the set Dealer Cost amounts. PDS shall create rate cards and provide

rate cards and/or electronic rating to Dealers which reflect the correct

applicable Dealer Cost amount for each PROGRAM.

4. TAG shall notify PDS when a change(s) to the Dealer Cost or any of its

components is (are) required. PDS shall have one hundred five (105) days

from receipt of the first notice to effect the change, subject to both parties

using their best efforts towards the completion of all necessary regulatory

filings, if any, required by the request.

5. TAG or its designee shall manage and be responsible for Program

Contract and marketing material printing and distribution, to the extent

PrograITI Contracts are not delivered electronically.

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6. PDS will be responsible for attaining applicable territory or province

approvals required in order to act as an administrator. TAG, SAL, TAG'S

INSURER shall obtain any other territory or province approvals required

to act as the obligor. Each party shall have responsibility for all fees

associated with their respective registrations.

7. PDS will assist TAG who will be responsible for attaining all necessary

lender approvals for its PROGRAMS including any fees associated with

these approvals.

8. All Dealer agreements currently in effect will remain unchanged. TAG

shall cause all newly signed Dealers to execute an agreement with TAG or

the applicable obligor (the "Dealer Agreement").

9. PDS shall adhere to all rules, manuals, guidelines, procedures and

instructions concerning the PROGRAM as may be prescribed by TAG'S

INSURER and communicated to PDS by TAG from time to time.

10. PDS shall report to TAG'S INSURER any claim pursuant to the terms of

the associated MBI Policy or CLIP issued by TAG'S INSURER.

11. PDS shall notify TAG and TAG'S INSURER in the event of fraud related

to approved Program Contracts.

C. Finance and Administration

1. PDS shall collect and process all issued Program Contracts and

cancellations of in-force Program Contracts within ninety (90) days of

receipt. PDS may at its discretion authorize Dealers to utilize e-contracting

for the submission of Program Contracts. In such cases PDS shall require

Dealer to email or print and deliver to Program Contract Holders a

complete copy ofthe Program Contract to include registration, enrollment

page, coverage terms, conditions and state requirements as may be

applicable. TAG, SAL or TAG'S INSURER shall require Dealer to retain

copies of all executed Program Contracts and to provide TAG with a

hardcopy ofthe Program Contract upon request.

2. TAG shall use best efforts to attain approval from TAG'S INSURER to

allow PDS to accept Program Contracts that are outside of the normal

stated eligibility parameters, under guidelines documented in Program

manuals. Until such time as these manuals are developed, PDS may use

the eligibility guidelines attached hereto as Exhibit A and incorporated

herein by reference.

3. Program Contracts which cannot be processed for any reason, including

those contracts which are ineligible and not within the eligibility

guidelines, and for which an exception has not been granted by TAG'S

INSURER, shall be returned to Dealer with notices sent to the consumer

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and lender. PDS shall further use its best efforts to ensure that appropriate

refunds are made to consumers and/or the financing lender.

4. For any Program Contract sold by Dealers, TAG shall direct Dealers to

send gross payments for Dealer Cost on issued Program Contracts to a

segregated lockbox account in a Canadian bank of PDS' choosing that is

established only for the Program Contracts insured by TAG'S INSURER

("Deposit Account"). The Deposit Account shall be owned by SAL who

shall have responsibility for bank fees. PDS shall have authorization to

view on a daily basis, via direct online access, all transactions in order to

receive electronic copies ofremittances and contracts to process payments

and provide reconciliation reporting on the account.

5. PDS will, to the extent permitted by law and subject to the terms and

conditions ofthis Agreement receive and record the Program Contracts.

6. PDS shall pay Marketing Fees to TAG by the 15th day of the month

following the month reported to PDS.

7. PDS will manage and process refunds of Dealer Cost through Dealers or

direct to consumers and lenders as required for cancellations of Program

Contracts. Reserves refund amounts and Premium Refund amounts shall

be reconciled and accounted for by PDS in the monthly reporting and trueup process. PDS shall honor any Program Contract Holder's request to

cancel that Program Contract Holder's Program Contract in accordance

with the terms of the Program Contract. PDS shall promptly payor cause

to be paid to the Program Contract Holder of a cancelled Program

Contract the full refund required by the terms of the Program Contract.

PDS shall calculate the Premium Refund amount for the cancelled

Program Contract to be refunded by TAG and TAG'S INSURER

consistent with the Program Contract's terms. TAG instructs PDS to

deduct the Premium Refund amounts from the Premium amounts owed to

TAG'S INSURER hereunder in its reporting.

8. To the extent PDS is required to make a payment for cancellation refund

directly, instead of the Dealer paying the refund and netting the Dealer

Cost portion within the remittance process, PDS is hereby authorized to

make payment for such refund from a segregated checking account, used

exclusively for this purpose only, in a Canadian bank of PDS' choosing,

established by SAL and for the Program Contracts insured by TAG'S

INSURER ("Cancel Account"). The Cancel Account shall be owned and

prefunded by TAG, SAL or TAG'S INSURER, with the account owner

responsible for related bank fees. PDS shall have authorization to view

and transact on a daily basis, via direct online access, all transactions in

order to issue checks, ACH, wire, stop payment and reissue, and provide

reconciliation reporting to TAG. Advance funding to open the Cancel

Account shall be based on reporting from PDS estimating the amount

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required for a forty five (45) day period, based on historic data. The

Cancel Account shall be replenished no less than monthly based on the

actual amount ofrefunds and fees incurred by the 5th day following TAG's

receipt of Cancel detail reporting from PDS. Additional funding will be

made in the event the balance is determined to be less than the anticipated

disbursements for a two week period. PDS' portion of the refund for its

canceled Administration Fees shall be included in the month end

accounting report as an amount owed by PDS. TAG will attain approval

from TAG'S INSURER that to the extent PDS is obligated to refund an

amount which cannot be collected from an out of business Dealer or agent,

such amount may be considered a claim under the Program Contract and

paid from Reserves.

9. PDS shall account for payments collected from Dealers and match them to

applicable reported Program Contracts. Program Contracts processed for

which payment can be accounted and cancellations processed for which

refunds were provided shall be considered "Booked Business." The

payment for this business shall be considered "Applied Cash" in the

month it is applied to a Dealer's Booked Business, regardless ofthe month

in which it is received.

PDS shall be responsible for accounting for and managing over and under

payments from Dealers, where the Booked Business does not equal the

Applied Cash ("Accounts Receivable"). PDS may attempt to collect such

Accounts Receivable from Reserves. PDS shall have the absolute right of

offset against any compensation including but not limited to, cancellation

payments, Dealer credit balances, claim reimbursements owed to TAG

and / or Dealers ("Compensation"), and apply such Compensation against

such TAG and / or Dealer's Accounts Receivable balance for the business

processed. Under no circumstances, however, shall PDS be held

financially responsible for uncollectible Accounts Receivable. In the

event of a return of overpayment to the Dealer, PDS will utilize the Cancel

Account described above for this payment.

Upon request, PDS shall make available to TAG detailed accounting by

Dealer and (if applicable) by PROGRAM of Accounts Receivable

balances and detailed accounting with respect to all rights of offset

described in this Section VI-C.8.

10. PDS is hereby authorized to make payments for Claims and Goodwill

Expenses from a segregated checking account, used exclusively for this

purpose only, in a Canadian bank of PDS' choosing, established by SAL

and for the Program Contracts insured by TAG'S INSURER ("Claims

Account"). The Claims Account shall be owned and prefunded by TAG,

SAL or TAG'S INSURER with the account owner responsible for related

bank fees. PDS shall have authorization to view and transact on a daily

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basis, via direct online access, all transactions in order to issue checks,

ACH, wire, stop payment and reissue and provide reconciliation reporting

to TAG. Advance funding to open the Claims Account shall be based on

reporting from PDS estimating the amount required for a forty five (45)

day period, based on historic data. The Claims Account shall be

replenished no less than monthly based on the actual amount of Claims,

Goodwill Expenses and fees incurred, by the 5

th day following TAG's

receipt of Claims detail reporting from PDS. Additional funding will be

made in the event the balance is determined to be less than the anticipated

disbursements for a two week period. Claims payments may include a

payment on a credit card used for Claims for TAG Program Contracts.

PDS will maintain and control a credit card used exclusively for TAG'S

INSURER claim payments. The credit card will be reconciled by PDS

biweekly. The biweekly reconciliation will be provided to TAG for

immediate biweekly pay-down of credit card, via auto debit from the

Claims Account

11. TAG, SAL or TAG'S INSURER shall be responsible for tax compliance

including reporting and payment of any premium taxes, Goods & Services

Taxes ("GST"), Provincial Sales Taxes ("PST"), Harmonized Sales Taxes

("HST") or any other taxes (collectively "Sales Taxes") related to the

Program Contracts. PDS shall provide reporting for such taxes based on

the instructions received from TAG, SAL or TAG'S INSURER. PDS'

obligation to report and pay such taxes shall be limited to amounts owed

by PDS based on its receipt of Administration Fees.

12. TAG or its designee shall pay PDS within two (2) business days ofreceipt

of reporting from PDS on the prior month's processed business. Payment

to PDS shall include Administration Fees, Sales Taxes attributable to

Administration Fees and payable by PDS, and any payments to third

parties TAG desires PDS to make on its behalf including but not limited to

Dealers, agents, TAG, and road club or other service providers.

D. Handling of Claims under Program Contracts

1. For all PROGRAMS, PDS shall adjust and settle Claims in accordance

with the Claims Procedures attached hereto as Exhibit B.

2. TAG agrees that PDS will approve Goodwill Expenses where the goodwill

payment is requested by a Dealer and has been approved by TAG's Loss

Control Manager.

E. Reporting and Premium Payment to TAG'S INSURER

1. PDS shall receive transaction details on the Deposit Account and shall

provide an accounting summary of cash receipts and Accounts Receivable

with a breakdown into Premiums, Reserves, commissions (including

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Marketing Fees), and Administration Fees no later than the 15th day of the

month following the month in which Program Contracts were reported to

PDS in a mutually agreed upon electronic file that includes all information

required by TAG'S INSURER.

2. PDS shall provide Cancels detail reporting for the Cancel Account and

Claims detail reporting for the Claims Account. The Claims detail

reporting is in addition to the bi-weekly Claims reconciliation provided for

Claims paid by credit card. This reporting shall be provided no later than

the 15th day ofthe month following the month in which Program Contracts

were reported to PDS in a mutually agreed upon electronic file that

includes all information required by TAG'S INSURER.

3. PDS shall report to TAG and/or TAG'S INSURER in a mutually agreed

upon electronic file the Premium and Reserve details (including written

and earned information) by PROGRAM and policy number. SAL shall be

responsible for withdrawing Premium and Reserve amounts from the

Deposit Account.

F. General Responsibilities

1. Quality of Services

PDS shall maintain a staff of competent and trained personnel, systems, supplies

and equipment for the purpose of performing PDS' duties under this Agreement

and under the terms of Program Contracts.

2. Representations

Neither TAG nor PDS shall not make any representation verbally or in writing to

any Dealer or Program Contract Holder regarding coverage that is inconsistent

with the actual terms and conditions of the Program Contract or INSURANCE

provided by TAG'S INSURER for PROGRAMS.

3. PDS' Legal Compliance

a. PDS shall comply with all laws regulating its performance under

this Agreement. PDS shall obtain all administrator or other such

licenses and registrations as required by TAG to serve in the role

of administrator of the Program Contracts. PDS shall provide to

TAG upon request copies of all such·licenses or registrations. PDS

shall maintain all other licenses, permits and registrations

necessary for PDS to be properly engaged in the administration of

Program Contracts. In the event a territory or province requires

Dealers to maintain a sales representative or other license or

registration to solicit the sale of Contracts, TAG shall be

responsible for notifying and assuring that all Dealers maintain

proper registration or licensure. In the event a territory or province

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requires Dealers to maintain a sales representative or other license

or registration to solicit the sale of MBI or other insurance

products, TAG or TAG'S INSURER shall be responsible for

notifying and assuring all Dealers and TAG maintain proper

appointment, registration or licensure.

b. PDS shall assume sole responsibility for all fines, fees or penalties

assessed against it, which arise out of or relate to its failure to

comply with regulatory compliance instructions of TAG or TAG'S

INSURER.

c. PDS acknowledges that TAG is obligated to adopt a privacy policy

("Privacy Policy") of TAG'S INSURER relating to the collection,

retention, use, or disclosure of information about its customers and

that the PDS may have to apply some or all of those privacy

procedures in the exercise of its responsibilities under the

Agreement. Accordingly, PDS agrees to follow the Privacy Policy

that TAG has adopted, attached as "Exhibit C" hereto, as is

relevant to the exercise ofsuch responsibilities.

4. Expenses

PDS shall pay all expenses related to the performance of PDS's duties under this

Agreement, including but not limited to, rentals, transportation, facilities, clerical

expense, postage, and miscellaneous expenses. PDS shall not charge or commit

TAG to any expense, agreement, payment, debt, or obligation other than the duties

of TAG expressly described herein, unless prior written approval is obtained from

TAG.

PDS shall pay for all data processing hardware utilized by PDS and shall be

responsible for fees for data processing and communication software and

technology, including but not limited to, necessary line charges.

5. Disaster Recovery

PDS will maintain disaster recovery plans which make provision for the prompt

and efficient handling of any incident which impairs its ability to perform the

obligations required of it by this Agreement. PDS hereby undertakes to

periodically test and review its disaster recovery plan for effectiveness. PDS will

cooperate fully with TAG to coordinate its disaster recovery program with TAG'S

disaster recovery plans with respect to the PROGRAMS. In the event of a

disaster, PDS will implement its plan and notify TAG as soon as possible.

VII. PROGRAM INSURANCE AND COMPLIANCE

A. Insurance

1. TAG shall secure the proper INSURANCE and the Broker necessary for

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TAG'S PROGRAMS as required by the regulatory authorities of the

territory, province or locations in which the PROGRAMS are marketed.

2. For the INSURANCE provided by TAG'S INSURER, TAG shall secure

certificates and/or confirmation of insurance when necessary or when

required by a lender or regulatory authority.

B. TAG'S Regulatory Compliance

1. TAG shall provide PDS with all compliance, laws, rules, regulatory and

tax requirement information required to effect the marketing and

administration ofthe PROGRAMS.

2. TAG shall provide assistance in PDS' compliance responsibilities. Such

assistance shall include, but shall not be limited to, providing CLIPs from

TAG'S INSURER, information and documents necessary to complete

regulatory filings on PDS or TAG'S INSURER'S behalf, as well as

compliance with laws, rules, regulatory, tax laws and other such

requirements.

3. TAG shall notify PDS in writing if TAG becomes aware of any law,

regulation or rule in any territory or province that prohibits the distribution

of or modifies the PROGRAM, including but not limited to, terms,

distribution method or disclosure requirements of approved Program

Contracts.

C. TAG'S Legal Compliance

TAG shall operate in compliance with all laws, rules, and regulations, and operate

in compliance with all regulatory authorities having jurisdiction. Such compliance

shall include, but is not limited to, securing CLIPs and maintaining all licenses,

permits and other authorizations legally required for it to operate as a marketer in

all territories or provinces in which TAG does or will market PROGRAMS.

TAG shall assume sole responsibility for all fines, fees or penalties assessed

against it, which arise out of or relate to its performance under this Agreement.

D. Insurance Maintained by TAG

During the term of this Agreement, TAG shall provide proof of and maintain

insurance as required by law in the provinces or territories where TAG engages in

or does business pursuant to this Agreement. A certificate of insurance or a

certified copy of each policy of insurance shall be furnished to PDS upon request.

TAG agrees that not less than thirty (30) days prior to the expiration of any

insurance required by this Agreement, it will furnish to PDS a certificate of

insurance or a certified copy of each renewal policy to cover the same risks. All

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policies for insurance shall provide by appropriate language that PDS is an

additional insured.

E. Expenses

TAG shall pay all expenses related to the duties or performance of TAG under this

Agreement. TAG shall not charge or commit PDS to any expense, agreement,

payment, debt, or obligation other than expressly described herein unless prior

written approval is obtained from PDS.

TAG shall pay for all data processing hardware utilized by TAG and shall be

responsible for fees for data processing and communication software and

technology, including but not limited to, necessary line charges.

VIII. MAINTENANCE OF RECORDS; ACCESS TO RECORDS

A. PDS shall maintain complete records of all transactions pertaining to Program

Contracts written pursuant to this Agreement. Such records may be in electronic

format or media and shall be maintained for a period of time in accordance with

regulatory record retention requirements, but in no event less than seven (7) years

following the expired term of the Program Contracts. PDS shall provide

reasonable access to TAG'S INSURER Audit Representatives at any time required

by such representatives.

B. TAG shall make available all books and records maintained by TAG relating to the

business produced hereunder for examination and review by any authorized

representatives ofPDS.

C. When the PROGRAM transactions are recorded on PDS's proprietary data

processing system(s), PDS shall, no less than weekly, back-up records of all

transactions. PDS shall maintain the backup records at a location other than the

location where original records are maintained and shall notify TAG of such

location.

D. In lieu of maintaining physical copies of the records described hereunder, PDS

may keep said records in a form of electronic media of its choosing and shall

advise TAG with respect to same.

IX. TERMINATION

A. Upon the expiration of this Agreement, a full and final accounting for all

Premiums due TAG'S INSURER for all Program Contracts sold by TAG and

Dealers shall be completed by PDS within 90 days after such termination and TAG

shall have access to any and all bank accounts held in the name of PDS pursuant to

the terms of this agreement and to any and all accounting records with respect

thereto.

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B. TAG may terminate this Agreement ifPDS breaches any material provision ofthis

Agreement as follows:

1. In the event ofsuch material breach, TAG shall:

a. Notify PDS in writing of the material breach, specifying in detail

the alleged breach and stating that such breach is grounds for

termination, and

b. Provide PDS thirty days (30) days, from the receipt ofthe notice of

material breach, to cure such breach.

c. In the event additional time is needed by PDS to cure the breach

due to circumstance beyond its control, TAG will grant such

additional time as may be reasonably necessary. Such grant of

extension oftime will not be unreasonably withheld by TAG.

2. Ifthe material breach is not cured within thirty (30) days, or in accordance

with subsection c) above, TAG may immediately exercise its right of

termination by providing PDS written notification thereof. Termination

shall be effective thirty (30) days following the date ofsuch notice.

C. PDS may terminate this Agreement, if TAG breaches any material provision of

this Agreement.

1. In the event ofsuch material breach, PDS shall:

a. Notify TAG in writing of the material breach specifying in detail

the alleged breach and stating that such breach is grounds for

termination, and

b. Provide TAG thirty (30) days, from the receipt of the notice of

breach, to cure such breach.

c. In the event additional time is needed by TAG to cure the breach

due to circumstance beyond its control, PDS will grant such

additional time as may be reasonably necessary. Such grant of

extension oftime will not be unreasonably withheld by PDS.

2. Ifthe material breach is not cured within thirty (30) days, or in accordance

with subsection c) above, PDS may immediately exercise its right of

termination by providing TAG written notification thereof. Termination

shall be effective thirty (30) days following the date ofsuch notice.

D. If any of the following events occur, then this Agreement shall terminate

immediately upon written notice from one party to the other:

1. A party makes an assignment for the benefit of a receiver or liquidator is

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appointed for a party or a substantial part of its property; or insolvency,

bankruptcy, reorganization, arrangement or similar proceedings are

instituted by or against a party.

2. A party mishandles or misappropriates any funds or property of the other

party or TAG'S INSURER, unless such funds are repaid or refunded

within fifteen (15) days following written notice from the other party.

3. A party abandons or discontinues its business or commits a fraudulent act.

E. Notwithstanding any provision contained in this Agreement, after September 30,

2016, either party may terminate this Agreement by providing twelve (12) months

advance written notice thereofto the other party.

F. Upon termination, expiration or cancellation ofthis Agreement:

PDS and TAG agree to continue to perform all functions and obligations required

by this Agreement as if this Agreement were in full force with respect to all

Program Contracts with effective dates prior to the termination or expiration date

ofthis Agreement. Such service shall continue until all Program Contracts expire

or are canceled and all Claims have been paid or a mutually acceptable

arrangement for the fulfillment of such obligations is evidenced by a written

agreement between the parties.

G. The following provisions shall survive termination of this Agreement and will

remain in effect until any Program Contracts and/or related financing instrument or

PROGRAMS terminate or expire:

Sections VI, to and including XXVII.

X. RIGHT OF OFFSET

All amounts that TAG may be required to pay to PDS or its PDS owned affiliates shall be

subject to TAG'S right to set off any amounts, which PDS and/or its PDS owned

affiliates do not dispute is owed to TAG or its affiliates by PDS and/or its affiliates.

All amounts that PDS or PDS owned affiliates may be required to pay to TAG and/or its

affiliates shall be subject to PDS' right to set off any amounts owed to PDS or its

affiliates by TAG and/or its affiliates, the owed amount to PDS which TAG and/or its

affiliates do not dispute.

Any offset by either party shall be permitted only upon thirty (30) days advance written

notice to the other party(s). Such advance written notice must include validation of the

owed amount, justifying such offset.

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XI. CONFIDENTIALITY

A. During the term of this Agreement and at all times thereafter, regardless of the

cause for termination, TAG may receive Confidential Information of PDS either

orally or in writing. TAG agrees it shall keep all Confidential Information ofPDS

confidential. However, TAG may disclose Confidential Information of PDS in the

event of termination of this Agreement, but only to the extent necessary, and

provided that the other party to such disclosure agrees to be bound by the terms of

this Section XI. TAG may also disclose Confidential Information:

1. To such TAG directors, officers, employees and other authorized

personnel (hereinafter collectively referenced as "TAG Representatives")

of TAG, in order for TAG to fulfill its obligations under this Agreement

and related Insurance. Such TAG Representatives shall be advised by

TAG of the confidential nature of such information and shall agree to

maintain the confidentiality ofthe information;

2. To the extent that PDS provides its prior written approval of such

disclosure; and/or

3. To the extent that TAG, or any TAG Representative, is legally required to

make such disclosure, provided that, PDS is notified in writing by TAG

ten (10) days prior to making the disclosure. In such case or cases, TAG

or any TAG Representative, agrees to disclose only that Confidential

Information which is required by law, regulations or an administrative

body.

B. During the term of this Agreement and thereafter as may be required to fulfill the

terms and conditions of this Agreement, either orally or in writing. PDS may

receive Confidential Information of TAG. PDS agrees it shall use all reasonable

efforts to keep all Confidential Information of TAG confidential. However, PDS

may disclose Confidential Information of TAG:

1. To such PDS directors, officers, employees and other authorized personnel

(hereinafter collectively referenced as "PDS Representatives") of PDS, in

order for PDS to fulfill its obligations under this Agreement. Such PDS

Representatives shall be advised by PDS ofthe confidential nature ofsuch

information and shall agree to maintain the confidentiality of the

information;

2. To the extent that TAG provides its prior written approval of such

disclosure; and/or

3. To the extent that PDS, or any PDS Representative, is legally required to

make such disclosure, provided that, TAG is notified in writing by PDS

ten (10) days prior to making the disclosure. In such case or cases, PDS or

any PDS Representative, agrees to disclose only that Confidential

Information which is required by law, regulations or an administrative

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body.

C. TAG agrees that it shall include in its agreements with SAL and TAG's Insurer

that Confidential Information disclosed to these parties about PDS shall be

protected by the party to the same extent TAG is required in this Agreement.

D. Upon termination or cancellation of this Agreement, TAG and PDS agree not to

disclose Confidential Information thereafter to any person at any time except as

strictly required to perform the services described in this Agreement.

XII. REPRESENTATIONS AND INDEMNITY

A. Each party represents and warrants:

1. It is a duly organized corporation, validly existing and in good standing

under the laws of its state, territory or province of incorporation and has:

(l) all necessary licenses, authorizations, registrations, and approvals; and

(2) full power and authority to carry out its business as it is presently being

conducted and as required in order to consummate the transactions

contemplated by this Agreement.

2. It has the corporate power to enter into this Agreement and to perform its

obligations hereunder, and the execution and delivery of this Agreement

and the consummation of the transactions contemplated hereby have been

duly authorized by all necessary corporate actions, and constitute legal,

valid, and enforceable actions.

3. All of its forms, policies and procedures comply with, and its business is

. conducted in accordance with, all applicable laws and regulations, to the

best ofsuch party's knowledge and belief.

4. The execution and delivery of this Agreement and performance of its

obligation under this Agreement is not in conflict with any provision of

law or any agreement, instrument or document, or any court order, or

other ruling binding upon it.

5. Neither party to this Agreement is directly or indirectly:

a. bound by any decree, judgment, order, writ, injunction, finding or

determination, whether formal or informal, of any court, tribunal or

governmental agency or body of any kind; or party to any pending

case, court, tribunal or any governmental agency or body of any kind,

whether actual or threatened, which, upon an adverse finding, might

prevent the performance of any material duty in respect to the

transactions contemplated by this Agreement.

b. bound by any agreement with anyone which will prevent the

performance of any material duty in respect to the transactions

contemplated by this Agreement.

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B. TAG agrees to indemnify, defend and hold PDS, its affiliates, directors, officers,

agents, representatives and employees harmless from and against any and all

claims, suits, actions, liability, losses, expenses or damages, including

compensatory, punitive and exemplary damages and reasonable attorney fees

("Losses"), now existing or which hereafter arise caused by or resulting from any

ofthe following:

1. Any wrongful act by TAG, SAL or TAG'S INSURER or any of their

affiliates, directors, officers, agents, representatives and employees;

2. The failure of TAG, SAL or TAG'S INSURER or any of their affiliates,

directors, officers, agents, representatives and employees to comply with

any material law or regulation regardless of whether such failure was

intentional or unintentional, or resulted from mistake, negligence or lack

of knowledge;

3. Any inaccuracy in or any breach of any representation, warranty, covenant

or agreement of TAG contained in this Agreement or in any agreement,

document or certificate delivered in connection herewith;

4. Any Losses incurred which TAG, SAL, or TAG'S INSURER caused;

5. The failure of TAG to provide to PDS all compliance, laws, rules,

regulatory information needed in connection with any regulatory filing or

other such form of compliance required to effect the administration of the

PROGRAM, including but shall not be limited to, compliance laws, rules,

requirements and rules of SAL and TAG's INSURER, regulatory

information, tax rules and other such requirements;

6. Any permissions granted to PDS by TAG on behalf of SAL or TAG'S

INSURER.

c. In exchange for TAG protecting PDS, PDS shall notify TAG promptly of any

claim against PDS. PDS shall also allow TAG to complete a reasonable

investigation or defense of such claim. However, PDS shall have the right, at its

sole cost and expense, to participate jointly with TAG in the defense of any claim,

demand, suit or other proceeding in connection with such claim for which

indemnification is made and no such claim, demand, suit or other proceeding may

be settled or otherwise compromised without the consent of both TAG and PDS.

D. PDS agrees to indemnify, defend and hold TAG, its affiliates, directors, officers,

agents, representatives and employees harmless from and against any and all

claims, suits, actions, liability, losses, expenses or damages, including

compensatory, punitive and exemplary damages and reasonable attorney fees

("Losses"), now existing or which hereafter arise caused by or resulting from any

ofthe following:

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1. Any wrongful act by PDS, or any of its affiliates, directors, officers,

agents, representative and employees;

2. The failure of PDS or any of its affiliates, directors, officers, agents,

representatives and employees to comply with any material law or

regulation regardless of whether such failure was intentional or

unintentional, or resulted from mistake, negligence or lack of knowledge;

3. Any inaccuracy in or any breach of any representation, warranty, covenant

or agreement of PDS contained in this Agreement or in any agreement,

document or certificate delivered in connection with this Agreement;

4. Any fraudulent or unauthorized use of the claims disbursement account

and the claims deposit account required to be maintained pursuant to this

Agreement;

5. Any Losses incurred which PDS caused.

E. In exchange for PDS protecting TAG, TAG shall notify PDS immediately of any

claim against TAG. TAG shall allow PDS to make any reasonable investigations,

settlement or defense PDS feels is appropriate. However, TAG shall have the

right, at its sole cost and expense, to participate jointly with PDS in the defense of

any claim, demand, suit or other proceeding in connection with such claim for

which indemnification is made and no such claim, demand, suit or other

proceeding may be settled or otherwise compromised without the consent of both

PDS and TAG.

XIII. NO WAIVER

The failure of TAG or PDS to insist on strict compliance with this Agreement, or to

exercise any right or remedy hereunder shall not constitute a waiver of any rights

contained herein nor prevent the parties from thereafter demanding full and complete

compliance therewith, nor prevent the parties from exercising such remedy in the future.

XIV. FULL AGREBMENT

This Agreement shall take precedence in the event of conflict between this Agreement

and any and all previous agreements covering the subject matter herein, whether written

or oral, between TAG and PDS or their predecessors with respect to the type of business

to be written hereunder. Except as otherwise provided herein, no amendment to this

Agreement shall be valid unless in writing, and signed by the parties hereto.

XV. SEVERABILITY

Wherever possible, each provision of this Agreement shall be interpreted in such manner

and to such an extent as to be effective and valid under applicable law. If any provision is

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prohibited by or invalid under applicable law, such provision will be ineffective only to

the extent ofsuch prohibition or invalidity.

XVI. THIRD PARTY BENEFICIARIES

The provisions of this Agreement are for the sole benefit of the parties and, except as

otherwise provided in Section XII. INDEMNITY, neither party shall be liable to any

person not a party hereto for loss, liability, damage, expense or for any claim whatsoever.

XVII. NOTICES

A. Any demand, notice or other communication (hereunder in this Section XVII

referred to as a "Communication") given in connection with this Agreement shall

be in writing and shall be deemed duly given if delivered by certified or registered

mail, delivered personally or by overnight delivery service, signature required, or

by facsimile or electronic mail or any other method now known or hereinafter

invented for transmitting written telecommunications in legible and permanent

form addressed to the party for whom it is intended at the following address or

such other address as the recipient may designate from time to time.

ForPDS:

With a copy to:

For TAG:

With a copy to:

Premier Dealer Services, Inc.

555 Metro Place North, Suite 650

Dublin, Ohio 43017

Attention: A. Kurt Wolery, Senior Vice President

Facsimile: 888-761-9552

Carlo R. Wessels, J.D., L.L.M.

250 Grandview Drive, Suite 500

Ft. Mitchell, Kentucky 41017

Tricor Automotive Group, Inc.

3003 E. 98th Street, Suite 207

Indianapolis, IN 46280

Attention: Joseph Campbell, President

Facsimile: 800-507-1007

Peter Harris

330 Bay Street, Suite 505

Toronto, ON M5H 2S8

Facsimile: 416-214-6055

B. Notice given by personal delivery or by overnight delivery serVIce, signature

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required shall be conclusively deemed to have been given on the day of actual

delivery thereof and, if given by certified or registered mail on the fifth Business

Day following the deposit thereof in the mail, and if given by facsimile or

electronic mail or by another electronic means on the day of transmittal thereof, or

if the party giving a Communication hereunder knows or ought reasonably to

know of any difficulties with the postal, courier or electronic system which might

affect the delivery of notice hereunder, any such Communication shall be deemed

not to have been delivered until the first day such delivery medium is reasonably

available to use.

XVIII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the

Province of Ontario and the laws of Canada applicable therein. Each party consents to

the jurisdiction of and agrees that any disputes under this Agreement shall be determined

in the applicable courts ofthe Province of Ontario.

XIX. CAPTIONS

The captions of this Agreement are not part of the Agreement, but are merely for

reference and should have no force or effect. If any caption is inconsistent with any

provision ofthe Agreement, such provision shall govern.

XX. CONTINUED PERFORMANCE

Each party agrees that it will, unless otherwise directed by the other party, continue

performing its obligations (other than such party's obligation to pay amounts disputed in

good faith) under this Agreement while any dispute is being resolved, unless and until

this Agreement expires or is terminated in accordance with its terms.

XXI. COUNTERPARTS

This Agreement may be executed in one or more counterparts, and by the different

parties hereto in separate counterparts, each of which when executed shall be deemed to

be an original but all of which taken together shall constitute one and the same

agreement.

XXII. FURTHER ASSURANCES

Each party covenants and agrees that, subsequent to the execution and delivery of this

Agreement and without any additional consideration, each party will execute and deliver

any further legal instruments and perform any acts that are or may become necessary to

effectuate the purposes ofthis Agreement.

XXIII. FORCE MAJEURE

No party shall be held liable or responsible to the other party nor be deemed to have

defaulted under or breached the Agreement for failure or delay in fulfilling or performing

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any term of the Agreement to the extent, and for so long as, such failure or delay is

caused by or results from causes beyond the reasonable control of the affected party

including, but not limited to, fires, earthquakes, floods, embargoes, wars, acts of war

(whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts

or other labor disturbances, acts of God or acts, omissions or delays in acting by any

governmental authority or other party. This provision shall not apply to payment

obligations ofthe parties.

XXIV. ASSIGNMENT

If there is a change in ownership of PDS, which is defined as the transfer directly or

indirectly of more than fifty percent (50%) ofthe voting control ofPDS, PDS may assign

this Agreement. TAG shall not object unless:

A. Assignee has a felony or fiduciary criminal background; or has an outstanding or

unresolved issue with a state, territory, province or insurance regulatory authority;

B. Assignee has been terminated previously by TAG, or otherwise ended a prior

relationship;

C. Assignee is a competitor ofTAG; or

D. Less than fifty percent (50%) of current management is maintained for a period of

one hundred and eighty (180) days from the date ofsuch assignment.

In the event that there is a change in ownership of PDS and TAG objects to the

assignment based on paragraphs, C or D, TAG may notify PDS in writing of its objection

and provide three hundred and sixty five (365) days advance written notice of

termination. In the event that there is a change in ownership ofPDS and TAG objects to

the assignment based on paragraphs A or B, TAG may notify PDS in writing of its

objection and provide one hundred and eighty (180) days advance written notice of

termination.

Except as specifically provided for under the assignment provisions of the ancillary or

related agreements between PDS and TAG, upon assignment ofthis Agreement, all of the

ancillary or related agreements between PDS and TAG shall also be assigned.

XXV. DISPUTE RESOLUTION

The parties will work together in good faith to resolve any and all disputes between them

(hereinafter referred to as "Dispute") including, but not limited to, all questions of the

existence, validity, scope or termination of this Agreement, or any term thereof. If the

parties are unable to resolve any Dispute by working together in good faith, they may do

so by way of litigation.

XXVLCURRENCY

The Parties agree that all dollar amounts referenced In this Agreement shall be In

Canadian Dollars.

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XXVII. ENGLISH LANGUAGE

The Parties agree that it is their express wish that this Agreement, its schedules, exhibits

and incidental documents be drawn up in the English language. Les parties aux presentes

conviennent et affirment qu'il est de leur volonte expresse que Ie present traite, ses

annexes et ses accessoires soient rediges en langue anglaise.

IN WITNESS WHEREOF,

respective officers duly au~t~.LJ.L.i.~~

L. Campbell

NAME: A.'6U\.... \"WQ\~\-1- _

TITLE: S~ ve l.esc,\\

caused this Agreement to be executed by the

24

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EXHIBIT A

ELIGIBILITY GUIDELINES

Exception History

All Contract Exceptions are maintained in a sortable log - All requests flow through a

Senior Administration Supervisor. Decisions emanate from his point person.

Exception Variables Considered

Dealer Production Inception to date

Dealer Production last 18 months

Dealer Loss Ratio Inception to date vs. Product Loss Ratio Inception to date

Dealer Loss Ratio last 18 months vs. Product Loss Ratio last 18 months

Exception Vehicles Loss Ratio Inception to Date

Exception Vehicles Loss Ratio last 18 months

Variance ofthe Request (#ofmiles, number of years etc.) checked for reasonableness

A count ofthe approved exceptions for this dealer vs. the dealer overall production. The

system will verify that the number of exceptions do not exceed 1% of total contract

production.

Note: - Exceptions for ineligible vehicles are not considered

Factors Considered and Scored

These factors are scored and cumulative score is either positive or negative

Negative scores result in a denied exception - a letter or email to the dealer is sent. The

denial letter simply states that the vehicle does not qualify for the coverage based on the

following reason(s).

Exception Amount Calculation if Approved

Minimum Claim Reserve amount is added

Minimum amount of 25% of claim reserve calculated as exception reserve amount

Overview: The Exception Scoring system disallows exceptions for poorly performing

dealers, or poorly trending dealers, poorly performing vehicles and dealers that request

too many exceptions. When exceptions are approved - the claim reserve deviation

generally far exceeds a calculated typical rate if it existed for the request. Exceptions

deal with requests that exceed the boundaries of eligibility only - and not simply to gain

higher coverage - when the vehicle is eligible for lesser coverage. TAG's Senior

management will be contacted if a denial of an exception on a Program contract becomes

contested by the contract holder through counselor a regulatory body. .

Typical exceptions are vehicles that exceed the eligible model years - but are eligible by

odometer and conversely vehicles that exceed the odometer limits, but are within the

model year eligibility - or vehicles that slightly exceed both parameters.

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EXHIBITB

SEE ATTACHED.

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CLAIMS PROCEDURES

All capitalized terms used in the Claims Procedures ("Procedures") shall have the meanings

attributed to them in the Administration (Program) Agreement to which these Procedures are

attached.

These PDS' Procedures apply to the following PROGRAMS: VSA, MLW, LP and MBI. The

responsibilities of PDS and the rights of TAG set forth herein shall be in addition to those

responsibilities and duties of PDS and TAG in the Administration (Program) Agreement.

I. RESPONSIBILITIES AND DUTIES OF PDS

A. PDS agrees to maintain written claims procedures to timely and promptly settle

claims arising out of the Program Contracts pursuant to the terms and conditions

ofthe Program Contracts.

B. PDS shall report all claims data on a monthly basis in a mutually acceptable

format. At TAG'S request and expense, PDS shall make copies of any Claim file.

C. PDS may pay claims with a PDS provided credit card account. All credit card

rebates for such account shall be the exclusive property ofPDS.

D. PDS shall notify TAG ofthe following:

(1) any lawsuit received by PDS in which TAG, SAL or TAG'S

INSURER is named as a defendant or in which PDS is named as a

defendant where the complaint is associated with a TAG product; or

(2) any communication by any regulatory agency related to a TAG

product.

Such notices shall be emailed or faxed to TAG, within 48 hours of receipt, at the

following address and fax number:

For TAG:

With a copy to:

Tricor Automotive Group, Inc.

3003 E. 98th Street, Suite 207

Indianapolis, IN 46280

Attention: Joseph Campbell, President

Facsimile: 800-507-1007

Peter Harris

330 Bay Street, Suite 505

Toronto, ON M5H 2S8

Facsimile: 416-214-6055

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TAG shall be entitled to handle, at its sole cost and expense, any such complaint

in which TAG, SAL or TAG'S INSURER is specifically named. TAG shall

advise PDS of its intent to handle the lawsuit or complaint within 48 hours of

receipt. A copy of TAG's response shall be provided to PDS for documentation.

E. PDS shall store all files for 7 years from the date of closure. Such files may be

stored in electronic format.

II. SPECIAL CLAIMS PROCEDURE

A. PDS will provide notice to TAG prior to settling any claim exceeding $10,000 per

Program Contract claim file ("Large Claim").

B. TAG acknowledges that PDS shall have the authority to make goodwill Claim

PROGRAM payments pursuant to standards described in the Agreement with respect

to goodwill expenses.

III. EXPENSES

A. PDS shall make all payments from the Claims Account for expenses relating to

Claims under the PROGRAMS, including but not limited to, the following:

1. Attorney's fees, lawsuit or arbitration settlement expenditures, and

disbursements;

2. Court reporter services and transcripts;

3. Stenographic services and transcripts;

4. Witness attendance fees;

5. Court costs;

6. Appeal bonds;

7. Printing costs related to trials and appeals;

8. Testimony, opinions, appraisals, reports, surveys, and analysis of

professionals and experts;

9. Trial and hearing attendance fees;

10. Reports from government agencies and branches;

11. Credit bureau reports;

12. Private investigators;

13. Photographs; and

14. Extraordinary Claim investigation and/or travel expense incurred

at the request of TAG.

15. Laboratory Testing or Analysis Fees

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B. PDS shall be solely responsible for and pay all unallocated expenses, exclusive of

indemnity payments made in the settlement of Claims, necessary in the

performance of PDS's duties under this Agreement. Such expenses shall include,

but are not limited to, PDS employee salaries, rentals, transportation expenses,

postage, data processing charges, adjuster licensing fees, adjuster fees,

occupational taxes, and incom,e taxes.

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EXHIBIT C

SEE ATTACHED.

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INDUSTRIELLE

ALLIANCE

ASSURANCE ET

SERVICES FINANCIERS INC

INDUSTRIAL

ALLIANCE

INSURANCE AND

FINANGAl SERVICES INC

PRIVACY POLICY FOR THE INDUSTRIAL ALLIANCE GROUP

The Industrial Alliance Group is composed of Industrial Alliance Insurance and Financial Services Inc. and

its subsidiaries ("we/us"). Together, we are committed to protecting our clients', employees' and

representatives' ("you/your") privacy, and to ensuring the confidentiality of the personal information

provided to us in the course of our business.

Our Privacy Policy sets out our standards for collecting, using, disclosing and storing your personal

information. Our Privacy Policy also explains how we safeguard your personal information and your right

to access that information.

PERSONAL INFORMATION

Personal Information is any information about an individual that identifies him or her, such as financial,

lifestyle or health information, but not their name, title or business address, telephone or email.

Personal information has to be protected regardless of its characteristics or its form, whether written,

graphic, audio, visual, computerized or any other form.

PURPOSE OF INFORMATION COLLECTION

Collecting information about you is necessary in order for us to provide you with high quality services.

The nature and sensitivity of the information we collect about you varies according to the services we

provide you and to legal requirements imposed on us (such as your social insurance number, where

investment income is generated by a chosen product).

The purposes for which we collect personal information about you are identified at or before the time of

collection. For example, information may be collected while submitting an application, opening an

account, or submitting a claim.

Purposes for collecting information generally include providing products or services requested,

confirming your identity, protecting against fraud, or dealing with matters concerning the relationship

between us.

Any questions and concerns you may have regarding the purposes for collecting information may be

directed to us at the address provided below.

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CONSENT

When we collect personal information from you, we obtain your consent to use the information for the

purposes collected. We will obtain your consent for any additional use or collection, or if the purpose of

using the information is changed.

We generally seek your express written consent in order to collect, use or disclose personal information.

Where appropriate, for less sensitive information, we may accept your verbal consent. Occasionally, we

may imply consent where we can infer consent from your action or inaction.

Consent must be given by you or your authorized representative such as a legal guardian or a person

having power of attorney.

You may withdraw your consent at any time, subject to legal or contractual restrictions (for example,

your right to withdraw consent is necessarily limited where we need information to extend a loan

against the value of a policy issued by us). We will inform you of the consequences of such withdrawal,

including the possibility that we may not be able to provide a product or process a request. If you choose

not to consent, we will record the decision in our file.

In limited circumstances, we have the right (or obligation) to collect, use or disclose personal information

without your knowledge and consent. This occurs when legal, medical, or security reasons may make it

impossible or impractical to seek consent. When information is being collected for the investigation of a

potential breach of contract, the prevention or detection of fraud, or for law enforcement purposes,

seeking consent might defeat the purpose of the information collection. Similarly, seeking consent may

be impossible or inappropriate when you are a minor, seriously ill or otherwise incapacitated.

LIMITS TO COLLECTION, USE AND DISCLOSURE

We limit the collection of your personal information to what we need in relation to the purposes

identified to you.

We collect the information directly from you unless you allow us to collect information from a third party

or in accordance with the law.

We limit the use of your personal information to the purposes we have identified to you. This means that

we cannot use your personal information for other purposes without your consent, except as required

by law.

We cannot disclose your personal information to anyone except with your consent or as required by law.

Your personal information is only accessible to certain authorized persons, and only to the extent

necessary to perform their duties.

You have the right to know, on request, to whom the information was disclosed. Only in rare instances

are we prevented by law from making such disclosure. We maintain accurate records, recording to

whom we disclose personal information and in what circumstances it was disclosed.

We will occasionally share your personal information with service providers or agents to ensure the

proper administration of products, or to provide you with the services you require. These service

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providers or agents must agree to comply with privacy legislation before receiving any personal

information.

In certain circumstances, we may use service providers outside Canada, including the United States. We

are responsible for the service provider's compliance with our Privacy Policy and will ensure that the

level of protection of personal information is comparable to that provided by us. Any questions

concerning the collection, transfer or use of personal information outside Canada can be forwarded to

the Privacy Officer at the address provided below.

RETENTION

We only retain your personal information for as long as needed for the purpose it was collected. We

must destroy this information in accordance with the law and our file retention guidelines. When we

destroy your personal information, we make sure that confidentiality is secured and that no

unauthorized person can access the information during the destruction process.

CLIENT LIST

We may establish a list of clients (names, addresses and telephone numbers) and share this list with

other companies of the Industrial Alliance Group. The purpose of this list is to allow us to better serve

you by offering relevant and available products and services. You may request that your name be

removed from such a list by writing to the Privacy Officer at the address provided below.

We do not sell client lists to third parties.

ACCURACY

We make eve.ry possible effort to ensure that your personal information is as accurate and complete as

necessary for the purposes it is collected, used, or disclosed.

ACCOUNTABILITY

We are responsible for your personal information in our possession or control, including information that

may be transferred by us to third parties for processing. We require such third parties to keep personal

information under strict standards of privacy and protection.

We adhere to legislated and self-imposed rules, aimed to safeguard your privacy. The rules are

established by this Privacy Policy, the Code of Business Conduct (applicable to directors, officers and

employees), Market Conduct Standards (applicable to agents and brokers) as well as insurance industry

guidelines and applicable law.

Our staff is trained on these processes and procedures and is provided with information about privacy

laws.

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SAFEGUARDS

We have implemented and continue to implement rigorous safeguards so that your personal information

remains strictly confidential and is protected against loss or theft, as well as unauthorized access,

disclosure, copying, use, or modification.

Protection methods include organizational measures such as requiring security clearances and limiting

access to a {(need-to-know" basis, physical measures (e.g. building access cards for employees, visitor

registration and identification cards, off-site backups and archiving), and technological measures such as

the use of password and encryption (e.g. the use of routinely changing passwords, firewalls and

segmented operator access).

REQUEST FOR ACCESS TO INFORMATION AND AMENDMENTS

You have the right to be informed whether we hold personal information about you and to see that

information. You also have the right to enquire as to how we collected your information, how we used it

and to whom it may have been disclosed.

This information will be provided to you within a reasonable time from the date we receive your written

request. We may charge a reasonable fee for processing your request.

In certain limited and specific circumstances, we may refuse to provide to you the requested

information. Exceptions to your access right can include information that is prohibitively costly to

provide, information that contains references to other individuals, information that cannot be disclosed

for legal, security or commercial proprietary reasons, information that has been obtained in the course

of an investigation of a potential breach of contract or fraud, and information that is subject to solicitorclient or litigation privilege.

In cases where we hold medical information about you, we may refuse to provide you with direct access

to this information and may instead request that a health care professional be designated to provide the

information to you.

You may challenge the accuracy and completeness of your personal information. We will respond to an

amendment request within a reasonable time.

Any request for access to information or request for amendment must be sent to the following address:

Privacy Officer

Industrial Alliance Insurance and Financial Services Inc.

1080 Grande Allee West

PO Box 1907, Station Terminus

Quebec (Quebec) GIK 7M3

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COMPLAINTS AND CONCERNS

Our employees and representatives are trained to respond to your questions or concerns about personal

information. Should you be unsatisfied with our employee's or representative's response, you may

contact the Privacy Officer at the address mentioned above.

A complaint concerning the protection of personal information should be addressed to the Privacy

Officer at the address provided above.

Page 5 of 5

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ADDENDUM No.1

to the Administration Agreement ("Agreement") entered into between

Tricor Automotive Group, Inc. ("TAG'~)

and

Premier Dealer Services, Inc. ("PDS'~)

with the original Agreement having an effective date of October 1, 2014

vVHEREAS, 'fAG is the administrator of the Program Contracts (as defined in the Agreement) on behalf of SAL

Marketing Inc. ("SAL~') and/or TAG'S insurer and subcontracts some ofthese duties including claims handling to POS;

WHEREAS, TAG secured SAL to be the obligor for the Program Contracts, that included Vehicle Service Agreements

("VSA");

vV1IEREAS, TAG will replace SAL as the obligor for the VSA.

IT IS HEREBY AGREED that effective as of 'Ju'1 \ ,2015 the Agreement is modified as follows:

1.) TAG will hereby replace SAL as the obligor for VSA and wiII be responsible for the obligor responsibilities

as set out in the Agreement and in the VSA. SAL will remain responsible for the obligations as set out in the

Agreement and in the VSA that were incurred prior to the date ofthis Addelldul11 No.1. TAG aJld

SAl,; will be responsible to make all ofthe necessary arrangements for the transition ofthe obligor status to

TAG.

2.) The following section VI. E (3) is hereby deleted:

PDS shall repOlt to 'rAG and/or TAG'S INSURER in a mutually agreed upon electronic file the

Premium and Reserve details (including written and earned infbrmation) PROGRAM and policy

number. SAL shall be responsible for withdrawing Premium and Reserve amounts from the Deposit

Account

and is replaced with the folIcrwing:

PDS shall rCpolt to TAG and/or TAG'S INSURER in a mutually agree,d upon electronic file the

Premium and Reserve details (including written and earned information) by PROGRAM and policy

l1uIllber. SAL or TAG'S~-SURER shall be responsible for withdrawing Premium and Reserve

amounts from the Deposit Account.

Name: ~.'bu~\ ~~ _

'['HIe: ? \.e a..\ ..",~:\l"_,~

Date: --¥c.....:1:1--t/\-=.~-------

Except as specifically modified herein, the terms and conditions ofthe <:lbove referenced Agreement shall remain

unaltered and in full force and effect.

e parties::Jout below, each a signatory warranting that he has the authority to do so:

Date: J?J-_l,---Q! OfJ

Case: 2:18-cv-00735-EAS-CMV Doc #: 46-1 Filed: 01/25/19 Page: 37 of 37 PAGEID #: 1135