Effective Date: May 10, 2026 | Last Updated: May 10, 2026

1. Platform Access & Services

EXR provides Buyer with access to the Exclusive Racing Marketplace at www.ExclusiveRacing.com (the “Platform”) to search, browse, and engage with listings — including placing bids, making offers, and using the Buy Now feature on assets listed for sale (each a “Listing”).

In the event that Buyer places the winning bid, has an offer accepted, or uses the Buy Now feature on any Listing, EXR is authorized to provide Buyer’s contact information to the Seller and Seller’s contact information to the Buyer in order to facilitate completion of the transaction. This exchange of contact information occurs only upon a Winning Event and only after the applicable Sales Premium has been collected.

The How It Works pages of the EXR website at https://www.exclusiveracing.com/ are incorporated herein by reference and made a part of this Agreement.

All bids, offers, fees, and purchase amounts are in United States Dollars (USD).

2. Sales Formats & Listing Lifecycle

EXR operates a single-tier Platinum Service marketplace. Every approved Listing receives the full Platinum Service experience — professional preparation, vetted-buyer marketing, and concierge support from submission through final delivery. Minimum asset value is $15,000. There is no maximum.

Each Listing is presented in one of two sales formats, selected by the Seller during listing creation. The applicable format determines how the sale works and what obligations apply upon a Winning Event.

2.1 Hybrid Auction Listings

Hybrid Auction Listings utilize EXR’s signature cycling format of 7-day Live Auction periods and 7-day Buy Now/Make Offer periods, repeating continuously every 14 days until the Listing is sold or the Listing Period expires. Newly published Hybrid Auction Listings include an 8-to-14-day Live Preview period (Buy Now and Make Offer active immediately) before the first Live Auction opens. During Live Auction periods, competitive bidding is the only active purchase method — Buy Now and Make Offer are temporarily disabled.

• Reserve Auction (platform default): Buyer’s bid must meet or exceed the Seller’s confidential Reserve Price to win the Listing. If Buyer’s bid is the highest bid at auction close and meets or exceeds the Reserve Price, Buyer is deemed to have purchased the Listing and is obligated to complete the transaction.
• No-Reserve Auction: The Listing sells to the highest bidder regardless of price. If Buyer’s bid is the highest bid at auction close, Buyer is deemed to have purchased the Listing and is obligated to complete the transaction.
• Buy Now (during Live Preview or Buy Now/Make Offer windows): If Buyer pays the Buy Now price during a window when Buy Now is active, Buyer is deemed to have purchased the Listing immediately and is obligated to complete the transaction.
• Make Offer (during Live Preview or Buy Now/Make Offer windows): If Seller accepts Buyer’s offer, Buyer is deemed to have purchased the Listing and is obligated to complete the transaction.
• Counter-Offer (during Live Preview or Buy Now/Make Offer windows): If Buyer accepts Seller’s Counter-Offer (or Seller accepts a Counter-Offer Buyer sent in response), Buyer is deemed to have purchased the Listing and is obligated to complete the transaction. Make Offer and Counter-Offer are disabled during the 7-day Live Auction window. See Section 2.3 for the full mechanic.

2.2 Direct Sale Listings

Direct Sale Listings utilize a continuous Buy Now/Make Offer format with no auction periods. Buy Now and Make Offer are active continuously throughout the Listing Period.

• Buy Now: If Buyer pays the Buy Now price, Buyer is deemed to have purchased the Listing immediately and is obligated to complete the transaction.
• Make Offer: If Seller accepts Buyer’s offer, Buyer is deemed to have purchased the Listing and is obligated to complete the transaction.
• Counter-Offer: If Buyer accepts Seller’s Counter-Offer (or Seller accepts a Counter-Offer Buyer sent in response), Buyer is deemed to have purchased the Listing and is obligated to complete the transaction. See Section 2.3 for the full mechanic.

2.3 Make Offer & Counter-Offer (Both Formats)

Across both Hybrid Auction and Direct Sale formats, when Buyer submits a Make Offer through the Platform, Seller has three choices, each exercised through the Platform: Accept, Decline, or submit a Counter-Offer back to Buyer.

If Seller submits a Counter-Offer, Buyer has seventy-two (72) hours to Accept, Decline, or send a further Counter-Offer back to Seller. Counter-Offers may continue between Buyer and Seller without round limit until one party Accepts, one party Declines, or the responding party fails to respond within the applicable 72-hour window. Failure to respond within the applicable 72-hour window is treated as a Decline of the offer or Counter-Offer.

Acceptance of a Make Offer or Counter-Offer through the Platform constitutes a binding contract under Section 6 of the Terms of Service, automatically triggers the 5% Sales Premium collection in accordance with Section 3 of this Agreement and Section 7.4 of the Terms of Service, and starts the 7-7-72 Performance Timeline described in Section 4.2 of this Agreement and Section 8 of the Terms of Service. If Buyer accepts a Counter-Offer or Seller accepts Buyer’s offer or Counter-Offer, Buyer is obligated to complete the purchase.

Hybrid Auction Carve-Out. For Hybrid Auction Listings, Make Offer and Counter-Offer are disabled during the 7-day Live Auction window. Both are active during the Live Preview period and during the 7-day Buy Now/Make Offer window between Live Auctions.

2.4 Listing Duration; Archived Listings

Buyer acknowledges the following regarding the lifecycle of EXR Listings, which corresponds to the platform mechanics described in Section 4.8 of the Terms of Service:

(a) 365-Day Run-Till-Sold Listing Period. EXR Listings run for renewable Listing Periods of three hundred sixty-five (365) days each, Run-Till-Sold. Buyer acknowledges that EXR makes no representation or warranty that any specific Listing will remain active, unsold, or unchanged in price for any particular period of time. A Seller may sell to another buyer, cancel the Listing in accordance with Section 4.5 of the Terms of Service, or permit the Listing to move to archive at any time, subject to EXR’s rules.

(b) Archived Listings Are Not Actionable. A Listing that has been moved to EXR’s inactive archive under Section 4.8(d) of the Terms of Service is not open for bidding, Buy Now purchase, or Make Offer submission until it has been reactivated by the Seller under Section 4.8(e). Buyer agrees not to attempt to transact on, or circumvent the platform to contact the Seller of, an archived Listing. A Buyer interested in an archived Listing may contact EXR at [email protected], and EXR may, at its discretion, reach out to the Seller about possible reactivation.

(c) No Expiration-Based Urgency Representations. EXR does not use artificial expiration timers, countdown pressure, or false-scarcity messaging on Listings. Buyer acknowledges that an active Listing’s continued availability reflects the Seller’s ongoing confirmation under the 90-day availability check-in process described in Section 4.8(c) of the Terms of Service, not a fixed expiration date, and that Buyer is responsible for conducting appropriate due diligence within a reasonable time frame.

3. Buyer’s Fees & Sales Premium

3.1 Sales Premium Structure — Seller’s Selection

For every EXR Listing, the Seller selects one of three Sales Premium structures during listing creation. The applicable structure is always displayed on the Listing page before Buyer bids or makes an offer. Buyer is responsible for reviewing the applicable Sales Premium structure before participating.

• Buyer’s Premium (Platform Default): Buyer pays the full 5% Sales Premium upon a Winning Event.
• Split Premium: Buyer pays 50% of the total Sales Premium (2.5%) upon a Winning Event; Seller pays the other 50%.
• Seller’s Premium: Buyer pays no Sales Premium. The Seller covers the full amount.

3.2 Sales Premium Calculation

The Sales Premium is calculated under three rules:

1. 5% on sales $15,000 to $149,999, subject to a $750 minimum.
2. 5% on sales $150,000 to $749,999, capped at $7,500.
3. 1% on sales $750,000 and above, with no cap.

Who pays? Determined by the Sales Premium structure described in Section 3.1 — Buyer’s Premium (Platform Default), Split Premium, or Seller’s Premium. Always check the Listing page before participating.

Upon a Winning Event, the applicable Sales Premium (if any is owed by Buyer under the structure selected by Seller) is automatically and immediately charged to Buyer’s payment method on file. Successful collection of the Sales Premium is a prerequisite for the release of contact information between Buyer and Seller.

Except as expressly provided in Section 6 of this Agreement, the Sales Premium is non-refundable under all circumstances.

3.3 Fees in USD

All bids, offers, fees, and purchase amounts are denominated in United States Dollars (USD).

4. Buyer’s Obligations

4.1 Binding Bids & Offers

Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA), clicking “Bid,” “Buy Now,” “Make Offer,” or “Counter-Offer” — or otherwise engaging with platform transactional features — constitutes Buyer’s legally binding electronic signature and creates a binding contractual obligation to purchase the Listing at the agreed price, subject to the PPI provisions in Section 5. A bid, offer, or Counter-Offer is only valid when submitted against a Listing that is active on the EXR platform at the time of submission; a Buyer cannot bind a Seller, or be bound, by a bid, offer, or Counter-Offer submitted against a Listing that is cancelled, archived, or otherwise inactive at the time of submission, as described in Section 2.4.

4.2 The 7-7-72 Performance Timeline

Following a Winning Event on any EXR Listing, Buyer agrees to the following mandatory performance windows:

• 7-Day PPI Window: Buyer has seven (7) business days from notification of Winning Buyer status to complete a Pre-Purchase Inspection (PPI) or in-person inspection, at Buyer’s discretion and expense.
• 7-Day Payment Window: Buyer must fund the full purchase price within seven (7) business days of the Winning Event, or within seven (7) business days of a completed and satisfactory PPI, whichever is later.
• 72-Hour Delivery Window: Following confirmed receipt of full payment, the Seller is obligated to release the asset and all associated title/MSO documentation to Buyer or Buyer’s designated transporter within seventy-two (72) hours.

Failure by Buyer to complete payment within the required window constitutes a Buyer default under Section 7 of this Agreement.

4.3 Insurance

Buyer is responsible for securing appropriate insurance coverage on the purchased Listing at the time of legal ownership transfer.

4.4 Taxes & Registration

Buyer is solely responsible for all applicable sales taxes, use taxes, registration fees, and any other governmental charges arising from the purchase. EXR does not collect, remit, or advise on taxes or registration fees. Buyer is encouraged to consult a qualified tax or legal professional regarding their obligations.

4.5 Accurate Information

Buyer represents and warrants that all information provided to EXR upon registration and throughout the transaction is true, complete, and correct.

4.6 Compliance

Buyer shall comply with all applicable provisions of the How It Works pages, Marketplace Process page, Terms of Service, and all other incorporated documents with regard to payment, inspection, and delivery of the Listing.

5. Pre-Purchase Inspection (PPI) & Cancellation

5.1 PPI Rights

For every EXR purchase, Buyer has the right to complete a Pre-Purchase Inspection (PPI) within seven (7) business days of notification of Winning Buyer status. EXR can assist in coordinating a PPI through our third-party partner network. The PPI is at Buyer’s discretion and expense.

5.2 Grounds for Cancellation

A completed transaction may only be cancelled if a PPI reveals a Major Undisclosed Defect — meaning a material structural failure, undisclosed mechanical damage, engine damage, or title discrepancy that was not disclosed in the Listing and was not reasonably observable from the listing media.

5.3 Buyer’s Remorse — Not Grounds for Cancellation

Cancellation for buyer’s remorse, change of mind, or minor cosmetic wear consistent with normal use of a race car or motorsport vehicle is not permitted. Race cars and motorsport vehicles are used in demanding conditions; normal wear and minor cosmetic imperfections are expected and do not constitute grounds for cancellation.

5.4 As-Is Sales

All Listings are sold “AS IS, WHERE IS” following the expiration of the PPI window or waiver thereof. EXR makes no warranties — express or implied — regarding any listed item, including but not limited to any warranty of merchantability, fitness for a particular purpose, or accuracy of listing content. Any warranty offered by a Seller is made solely by that Seller and is the Seller’s sole responsibility.

5.5 Motorsports Liability & Assumption of Risk

MOTORSPORTS ARE INHERENTLY DANGEROUS. RACE CARS AND HIGH-PERFORMANCE VEHICLES MAY BE MODIFIED FOR COMPETITION USE AND MAY NOT BE STREET LEGAL, ROAD REGISTERED, OR COMPLIANT WITH ANY APPLICABLE SAFETY STANDARDS FOR USE ON PUBLIC ROADS. BY PURCHASING ANY ITEM THROUGH THE EXR PLATFORM, BUYER EXPRESSLY ACKNOWLEDGES AND ASSUMES ALL RISK OF PROPERTY DAMAGE, PERSONAL INJURY, OR DEATH ARISING FROM OR RELATED TO THE USE, OPERATION, OR OWNERSHIP OF THE PURCHASED ITEM. EXR SHALL NOT BE LIABLE FOR ANY SUCH DAMAGES UNDER ANY THEORY OF LIABILITY.

6. Sales Premium Refund Policy

The Sales Premium paid by Buyer is non-refundable except in the following circumstances. The provisions below mirror Section 9 of the Terms of Service:

• Exception 1 — Unknown Defect (No Seller Fault): If a PPI reveals major issues unknown to the Seller, and the parties cannot agree on a remedy, EXR will refund the Buyer’s Premium amount paid by Buyer, minus a $500 administrative fee.
• Exception 2 — Known Undisclosed Defect (Seller at Fault): If a PPI reveals major issues that were known to the Seller or should reasonably have been known, and were not disclosed in the Listing, and the parties cannot agree on a remedy, EXR will refund the full Buyer’s Premium amount paid by Buyer. The Seller will be charged the full amount refunded plus any administrative fees and the full Sales Premium, regardless of the premium option originally selected.
• Exception 3 — Seller Fails to Deliver: If the Seller fails to release the Listing and title within seventy-two (72) hours of confirmed receipt of full payment, EXR will refund the full Buyer’s Premium amount paid by Buyer. The Seller will be charged the full amount refunded plus administrative fees and the full Sales Premium, regardless of the premium option originally selected.

Split Premium Scenarios. When the Split Premium structure applies, the refund and chargeback rules above apply proportionately to each party’s 2.5% share, in accordance with Section 9.5 of the Terms of Service. In any party-at-fault scenario, the at-fault party is charged the full Sales Premium plus administrative fees regardless of the original premium structure, and the non-at-fault party is made whole on the share of the Sales Premium they paid (less the $500 administrative fee where applicable under no-fault Exception 1).

EXR shall serve as the final arbitrator of all refund determinations. EXR’s decision is final and binding.

7. Buyer Default & Liability

If Buyer fails to comply with its obligations under this Agreement — including but not limited to failing to fund the full purchase price within the required payment window, or failing to arrange for or accept delivery of the Listing within the applicable delivery period — Buyer shall be in default under this Agreement.

Upon default, Buyer shall be obligated to pay to EXR, as liquidated damages, an amount equal to the full Sales Premium applicable to the Listing (regardless of which Sales Premium option was selected by Seller). Buyer also acknowledges that Buyer may be additionally liable to Seller for damages resulting from Buyer’s default.

Buyer and EXR agree and acknowledge that it would be difficult to ascertain the precise amount of damages incurred by EXR due to Buyer’s default and that the liquidated damages provided for herein are a reasonable estimate of those damages. EXR is authorized to charge any amount referenced in this Section to Buyer’s payment method on file.

8. Seller Default

In the event that Seller fails to make the Listing available to Buyer following a completed Winning Event, Buyer agrees and acknowledges that EXR will not be liable for such default by Seller. EXR’s obligations in the event of Seller default are limited to those refund provisions expressly set forth in Section 6 of this Agreement and Section 9 of the Terms of Service. Buyer acknowledges that Buyer shall have no other claim against EXR with respect to a default by Seller.

9. EXR’s Role & Disclaimers

EXR acts solely as a marketplace facilitator. EXR is not a party to any transaction between Buyer and Seller and does not act as an agent, escrow agent, title company, attorney, appraiser, or any other expert on behalf of Buyer. EXR is not an advocate for the interests of either Buyer or Seller. Buyer has been expressly advised to seek independent advice from an attorney and any other expert of Buyer’s choosing regarding this Agreement and all matters relating to the purchase of any Listing, including without limitation the valuation, condition, and title status of the Listing.

EXR makes no warranty or guarantee with respect to the accuracy or truthfulness of any information provided by Seller about any Listing, including with respect to quality, title, or condition. EXR shall not be liable for any loss suffered by Buyer relating to the Listing, including but not limited to Seller refusing to complete the transaction, failing to make the Listing available to Buyer, or otherwise not fulfilling Seller’s obligations.

EXR shall not be charged with the delivery, custody, management, maintenance, security, insuring, or repair of any Listing and shall have no ability to control whether any Listing undergoes any change or damage following purchase but before Buyer receives possession.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR ATTEMPTED PURCHASE OF ANY LISTING ON THE EXR PLATFORM.

10. Representations & Warranties of Buyer

Buyer represents and warrants that:

• Buyer has all appropriate consents, approvals, and authority to enter into this Agreement
• Buyer has all appropriate rights, licenses, permits, and financial resources required by law to carry out its responsibilities under this Agreement
• Buyer shall not rely on EXR to provide services as an agent, title company, attorney, appraiser, or any other expert, and Buyer has been expressly advised to seek independent professional advice regarding the purchase of any Listing
• All information provided by Buyer to EXR is true, complete, and correct

11. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Exclusive Racing, Inc. and its successors, assigns, licensees, owners, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

• Any breach by Buyer of any representation, warranty, or obligation under this Agreement
• Any failure by Buyer to provide true and accurate information to EXR
• Any failure by Buyer to complete a purchase in accordance with this Agreement
• Any dispute between Buyer and Seller arising from a transaction facilitated through the EXR platform

Buyer will give prompt notice to EXR of any correspondence or actual or threatened lawsuit or legal action that may give rise to liability under this Section.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through final and binding arbitration in accordance with the then-existing rules of the American Arbitration Association (“AAA”), before a neutral arbitrator located in Napa County, California. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement.

Buyer expressly waives the right to a jury trial and the right to participate in any class action, class arbitration, or representative proceeding in connection with any claim arising under this Agreement.

Except as specifically provided under this Agreement, the AAA rules, or applicable law, each party shall bear its own costs, expenses, and attorneys’ fees in connection with any claim.

In the event the arbitration agreement herein is found not to apply, Buyer irrevocably submits to the jurisdiction of the courts of the State of California.

13. Notices

All notices required or permitted under this Agreement shall be given in writing and delivered by one of the following methods: personal delivery; certified mail, return receipt requested, postage prepaid; or overnight courier (e.g., FedEx, UPS, DHL).

Notices to EXR shall be sent to: Exclusive Racing, Inc. 1401 21st Street, Suite R Sacramento, CA 95811 Email: [email protected]

Notices to Buyer shall be sent to the address provided by Buyer upon registration on the EXR platform.

14. Severability

If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions shall remain in full force and effect and shall not be affected or invalidated in any way. The parties shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by the invalid or unenforceable term or provision.

15. Entire Agreement

This Agreement, together with the EXR Terms of Service, Terms & Conditions, Seller Agreement, Privacy Policy, Accessibility Policy, and How It Works (All Sections) pages — all incorporated herein by reference — constitutes the entire agreement between EXR and Buyer with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. No further warranties, representations, or promises, oral or written, are made or form part of this Agreement.

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