Auction Referral

2015 INDEPENDENT AUCTION REFERRAL INCENTIVE TERMS AND CONDITIONS ELIGIBILITY

NextGear Capital, Inc.’s (“NextGear Capital”) 2015-2016 Independent Auction Referral Incentive (the “Promotion”) is available to select auctions that have been invited by NextGear Capital in writing to participate in the Promotion (“Invited Auctions”). Invited Auctions who opt-in to the Promotion will, by opting in, allow their employees to participate in the Promotion (“Eligible Employees”).

Subject to the terms and conditions set forth herein, Invited Auctions will be responsible for controlling their employees’ participation should they want to limit or restrict their employees’ participation and eligibility in any respect other than as set forth herein. NextGear Capital reserves the right to modify or terminate any Invited Auction’s and/or any Eligible Employees’ participation in the Promotion at any time and further reserves the right to modify or terminate this Promotion at any time.

PROMOTION PERIOD

The Promotion begins on November 16, 2015 at 12:01:00 a.m. Eastern Time (“ET”) and ends on January 31, 2016 at 11:59:00 p.m. ET (the “Promotion Period”).

PROMOTION

An Eligible Employee will qualify for the Promotion for each dealer referred to NextGear Capital who is a new customer who has never before been a customer to NextGear Capital or either of its predecessors (Dealer Services Corporation (DSC) or Manheim Automotive Financial Services, Inc. (MAFS)) (“Referred Dealer”) and only after the Referred Dealer submits to NextGear Capital a completed application sufficient, in NextGear Capital’s sole discretion, to be assigned “Awaiting Credit Approval” status in NextGear Capital’s internal systems (“Qualifying Referral”).

In order to receive credit for the referral, the Eligible Employee must email sales@nextgearcapital.com, with the following information about the Referred Dealer: (1) dealership name; (2) dealership primary contact; (3) dealership phone number; (4) Auction Access number(s); and (5) dealership zip code. The email subject line must include Eligible Employee’s auction name and Eligible Employee’s name. By submitting this information, the Eligible Employee is representing to NextGear Capital that the Eligible Employee knows the Referred Dealer, and the Eligible Employee obtained the Referred Dealer’s consent prior to making the referral such that the referral is not unwelcome or made for fraudulent or harassing purposes. The Eligible Employee further is representing and warranting to NextGear Capital that the Eligible Employee is not related to the Referred Dealer and that the Eligible Employee is not being compensated in any manner directly by the Referred Dealer and has no ownership interest in the Referred Dealer. With the referral, the Eligible Employee is authorizing NextGear Capital to identify the Eligible Employee as the referral source when contacting the Referred Dealer and is representing that the Dealer will be anticipating that contact by NextGear Capital.

Qualifying Eligible Employees will receive a $50 SuperCertificate® reward certificate redeemable at GiftCertificates.com™ for use with participating merchants. The SuperCertificate® reward is redeemable at www.GiftCertificates.com for certain merchant gift cards and certificates only. All merchant gift cards are subject to all terms and conditions of the issuing merchant. Use of the SuperCertificate® is subject to the terms and conditions of GiftCertificates.com™. Per SuperCertificate® terms and conditions, the SuperCertificate® reward does not expire, is not redeemable for cash except as required by law, and cannot be used with certain promotions. SuperCertificate® rewards are not redeemable on the websites or in the stores of participating merchants. Merchants are subject to change. For full product features, conditions, and a complete listing of participating merchants, please enter the SuperCertificate® number at www.GiftCertificates.com/Reward or call 1.800.773.7368. The Eligible Employee must register with www.GiftCertificates.com and provide his/her address for redemption of his or her SuperCertificate®. Reward certificate program is administered by GiftCertificates.com™ and is subject to program rules and restrictions, including expiration dates and change of participating merchants. The SuperCertificate® reward is not redeemable for American Express® Gift Cheques or GiftCertificates.com™ MasterCard® Gift Cards.

The application status of Referred Dealers will be reviewed monthly. A link for redemption of reward certificate(s) will be communicated to the Eligible Employee at the email address used by the Eligible Employee to submit the referral to NextGear Capital. Information relating to the redemption of reward certificates will be sent to qualifying Eligible Employees within 12 weeks of the referral achieving Qualifying Referral status.

Limit one $50 reward certificate per Referred Dealer. Limit 12 Qualifying Referrals per calendar year per Eligible Employee. Eligible Employee is responsible for all applicable taxes. If the Referred Dealer is referred to NextGear Capital by multiple Eligible Employees, only the first Eligible Employee (as determined by NextGear Capital in its sole discretion) to submit the referral will be eligible to receive a reward certificate upon the occurrence of a Qualifying Referral for that Referred Dealer.

Certain conditions apply. All rights reserved. Void where prohibited by law. Promotion open only to U.S. residents over the age of 18. No purchase necessary. By submitting a referral and accepting any reward certificate through this Promotion, the Eligible Employee agrees to, and does hereby release NextGear Capital, its employees, agents, affiliates, and successors in interest from any claims, whether sounding in law or equity, including strict liability, or damages arising from any loss, use, or misuse of any reward certificate or goods or services purchased with any reward certificate provided through this Promotion. Invited Auctions and Eligible Employees acknowledge and agree that NextGear Capital is not responsible for technical, hardware or software failures, or other errors or problems which may occur in connection with the Promotion, whether computer, network, technical, mechanical, typographical, printing, human or otherwise, including, without limitation, errors or problems which may occur in connection with the administration of the reward certificates or other aspects of this Promotion. Invited Auctions and Eligible Employees acknowledge and agree that NextGear Capital is not responsible for lost, late, inaccurate, incomplete, illegible, or misdirected referrals. No automated submissions are permitted. Employees of NextGear Capital are not permitted to participate. Valid only in NextGear Capital service regions in the United States and only for referrals made beginning on November 16, 2015, 12:01:00 a.m. ET and ending at 11:59:00 p.m. ET on January 31, 2016. In order to qualify for this Promotion, a referral must achieve Qualifying Referral status no later than March 30, 2016 at 11:59:00 p.m. ET. This offer cannot be combined with any other offer. NextGear Capital reserves the right to modify or terminate this offer at any time.

RELEASE AND LIMITATION ON LIABILITY

BY PARTICIPATING IN THIS PROMOTION, EACH INVITED AUCTION AND ELIGIBLE EMPLOYEE AND ITS AGENTS, AFFILIATES, AND SUBSIDIARIES, AGREES, IN ADDITION TO ANY OTHER RELEASES CONTAINED WITHIN THESE TERMS AND CONDITIONS, TO FULLY RELEASE, FOREVER DISCHARGE, AND HOLD HARMLESS NEXTGEAR CAPITAL, INC., AND ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, DISTRIBUTORS, ADVERTISING AND PROMOTION AGENCIES, AND AWARD SUPPLIERS AND EACH SUCH COMPANY’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM AND AGAINST ANY CLAIMS, COSTS, LIABILITIES, LOSSES, INJURIES, AND DAMAGES ARISING OUT OF OR RELATED TO THE PROMOTION OR THE RECEIPT AND/OR USE OF ANY REWARD TO THE FULLEST EXTENT PERMITTED BY LAW. EACH PARTICIPATING DEALERSHIP AND ITS AGENTS FURTHER AGREE THAT THE RELEASED PARTIES’ TOTAL, MAXIMUM LIABILITY TO ANY INVITED AUCTION AND/OR ELIGIBLE EMPLOYEE OR THE AGENTS OF EITHER IS LIMITED TO $600 (USD).

CHOICE OF LAW AND FORUM

All disputes, claims and causes of action at law or in equity (individually, “Claim”) arising out of or relating to this Promotion, the meaning or interpretation of these Promotion Rules or any issuance or non-issuance of a reward certificate shall be resolved by applying the laws of Indiana, without regard to conflict of laws provisions therein, and shall be solely and exclusively brought in the state or federal courts within Indiana. All Claims shall be resolved individually, without resort to any form of class action and all Claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, but in no event include attorneys’ fees, and under no circumstances will any entrant be permitted to obtain awards for, and, by entering, entrant waives all rights to claim, punitive, incidental, special, consequential damages and any other damages, other than for actual out-of-pocket expenses and waives all rights to have damages multiplied or otherwise increased. Invited Auctions and Eligible Employees SPECIFICALLY AND KNOWINGLY WAIVE ANY RIGHT TO TRIAL BY JURY, AND A TRIAL BY JURY IS HEREBY WAIVED BY BOTH NEXTGEAR CAPITAL, INVITED AUCTIONS AND ELIGIBLE EMPLOYEES.

NextGear Capital reserves the right to permanently disqualify from the Promotion any Invited Auction or Eligible Employee it believes has intentionally violated these Official Rules. NextGear Capital reserves the right to cancel or modify the Promotion if fraud, misconduct or technical failures destroy the integrity of the Promotion as determined by NextGear Capital in its sole discretion. In the event of termination, a notice will be emailed to the Invited Auctions and all referrals submitted prior to the termination will be processed in accordance with these Rules and may remain eligible to be a Qualifying Referral. All decisions of NextGear Capital are final and binding as to all aspects of this Promotion.

Sponsored by NextGear Capital, Inc., 11799 North College Avenue, Carmel, Indiana 46032.

SuperCertificate® is a U.S. registered trademark of GiftCertificates.com.