Seller Agreement

By submitting a listing to the EXR platform, Seller grants to Exclusive Racing, Inc. the exclusive and irrevocable (subject to the cancellation provisions set forth in the Terms of Service) right to offer the listed asset (the “Listing”) for sale on the EXR platform during the active listing period. The listing period begins upon EXR’s approval of the Listing and continues in successive 365-day renewable periods — subject to the renewal, availability check-in, and archiving provisions set forth in Section 3.8 of this Agreement and Section 4.8 of the Terms of Service — until the Listing is sold, cancelled by Seller in accordance with Section 4.5 of the Terms of Service, or terminated by EXR in accordance with this Agreement or the Terms of Service.

The exclusive right granted herein applies to the following listing formats as selected by Seller during the listing creation process:

• Hybrid Auctions — Platinum Package: A “Run-Till-Sold” concierge service utilizing EXR’s signature cycling format of 7-day Live Auction periods and 7-day Buy Now/Make Offer periods, repeating continuously until the Listing is sold. Seller’s exclusive right includes the right to list and sell by Online Auction, Buy Now, and Make Offer through the EXR platform.
• Direct Sale — Gold Package: A “Run-Till-Sold” concierge service utilizing a continuous Buy Now/Make Offer direct sale format with no auction periods, repeating continuously until the Listing is sold. Seller’s exclusive right includes the right to list and sell by Buy Now and Make Offer through the EXR platform.

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

2. Listing Types & Seller Options

2.1 Reserve Auctions (Platinum) If Seller selects a Reserve Auction, a minimum price at which the Listing may be sold (the “Reserve Price”) is established between Seller and EXR prior to the listing going live. If the Listing receives a high bid meeting or exceeding the Reserve Price, Seller is deemed to have accepted that offer and is obligated to complete the sale with the winning Buyer. In rare cases, at EXR’s sole discretion, the Sales Premium may be adjusted to facilitate a sale where bidding falls short of the Reserve Price. This discretionary adjustment provision is disclosed in accordance with EXR’s Sales Premium structure as referenced in the Terms of Service.

2.2 No-Reserve Auctions (Platinum) If Seller selects a No-Reserve Auction, the Listing shall be sold to the highest qualified bidder regardless of the bid amount. Seller is deemed to have accepted the highest bid and is obligated to complete the sale with the winning Buyer.

2.3 Buy Now Price (Platinum & Gold) If Seller establishes a Buy Now Price, Seller is deemed to have accepted any offer meeting or exceeding that price and is obligated to complete the sale with the Buyer. The Buy Now Price is established between Seller and EXR prior to the listing going live. Buy Now Price may only be adjusted downward during the active listing period through the Seller Dashboard.

2.4 Make Offer Buyers may submit private offers below the Buy Now Price through the EXR platform. Seller has seventy-two (72) hours to accept, counter, or decline any submitted offer. If Seller accepts an offer, the Listing is won immediately and Seller is obligated to complete the sale with that Buyer.

2.5 Realistic Pricing Requirement (Platinum & Gold) All listing prices — including Opening Bid Price (Platinum only), Reserve Price (Platinum only), and Buy Now Price — must be market-realistic and are subject to EXR approval before the Listing goes live. EXR conducts pricing reviews at ninety (90) day intervals on all active listings. Sellers are required to engage in good faith with EXR’s pricing recommendations. EXR reserves the right to require pricing adjustments, pause active marketing, or cancel listings where pricing is determined, at EXR’s sole discretion, to be unrealistic or detrimental to a successful sales outcome. No fees are refunded in the event of cancellation due to unrealistic pricing.

3. Seller’s Obligations

3.1 Accurate & Complete Information Seller agrees to provide EXR with all information requested with respect to the Listing prior to approval, including but not limited to: accurate technical specifications, ownership history, racing history, condition, known defects or issues, modifications, title status, and any liens or encumbrances. Seller is solely responsible for the accuracy, completeness, and truthfulness of all listing content.

3.2 Exclusivity During Listing Period (Platinum & Gold) During the active listing period, Seller agrees not to list, advertise, or offer the Listing for sale through any other digital, print, or private channel. Seller agrees not to interfere with, prevent, or prohibit EXR from carrying out its duties and obligations under this Agreement. Seller shall not enter into any private transaction concerning the Listing with any Buyer introduced through EXR during the active listing period.

3.3 No Circumvention (Platinum & Gold) Seller shall not bypass the EXR platform to conclude a sale privately with any Buyer introduced through EXR during the active listing period. If a sale is concluded off-platform during the active listing period, EXR reserves the right to charge Seller’s payment method on file the full Sales Premium, calculated based on the highest of the following: the Buy Now Price, the highest offer placed on the Listing, or — for Platinum only — the Reserve Price or highest bid placed on the Listing.

3.4 Response Obligations Seller must respond to all vetted buyer inquiries and platform notifications within seventy-two (72) hours. EXR reserves the right to accept offers on Seller’s behalf if the offer is equal to or greater than the Reserve Price or Buy Now Price as established by Seller, provided that EXR has received prior written authorization from Seller via email. Such authorization shall be logged, attached to the listing record, and retained for dispute resolution purposes. Failure to respond within 72 hours may result in listing suspension or account review.

3.5 Proof of Ownership Upon approval of the Listing, Seller must provide EXR with proof of ownership or right to sell the Listing — including but not limited to a copy of title, registration, certificate of ownership, logbook, consignment agreement, or other documentation substantiating Seller’s right to list and sell the Listing.

3.6 Insurance Seller is responsible for maintaining appropriate insurance coverage on the Listing until legal ownership transfers to the Buyer.

3.7 Listing Adjustments Seller may adjust listing content (pricing, photos, description, etc.) during the active listing period through the Seller Dashboard, subject to platform restrictions. Opening Bid Price (Platinum only), Reserve Price (Platinum only), and Buy Now Price may only be adjusted downward during the listing period.

3.8 Run-Till-Sold Renewal, Availability & Archiving Obligations (Platinum & Gold)

The obligations set forth in this Section 3.8 apply identically to Platinum and Gold listings. The only difference between the two tiers is sales format; the duration, renewal, availability check-in, and archiving mechanics governed by this Section are tier-neutral and correspond to the platform mechanics set forth in Section 4.8 of the Terms of Service.

(a) 365-Day Renewable Period. Seller acknowledges and agrees that the Listing runs for an initial 365-day Listing Period commencing upon publication and continues in successive 365-day Listing Periods until (i) a successful Winning Event, (ii) Seller-initiated cancellation under Section 4.5 of the Terms of Service, (iii) termination by EXR under Sections 4.4 or 4.7 of the Terms of Service, or (iv) archiving under subsection (d) below.

(b) Annual Renewal Confirmation. At the end of each Listing Period, Seller is responsible for confirming renewal via the one-click link provided to the Seller’s email address on file. Seller acknowledges that (i) there is no renewal fee or other charge associated with continuation of an active Listing, (ii) EXR reserves the right to decline renewal of a Listing that no longer meets marketplace standards under Section 4.4 of the Terms of Service or the realistic pricing requirement under Section 2.5 of this Agreement and Section 4.7 of the Terms of Service, and (iii) failure to confirm renewal within the 14-day grace period described in subsection (d) below will result in archiving of the Listing.

(c) 90-Day Availability Check-Ins. At ninety (90) day intervals during each Listing Period, EXR will send Seller a brief availability confirmation request (“Still available?”) to the Seller’s email address on file. Seller is responsible for providing a one-click acknowledgment confirming that the Listing remains active and the asset has not been sold or otherwise disposed of outside the platform. For the avoidance of doubt, these 90-day availability check-ins are separate and distinct from (i) the 72-hour response requirement applicable to vetted Buyer inquiries under Section 3.4, and (ii) the 90-day pricing reviews described in Section 2.5 of this Agreement and Section 4.7 of the Terms of Service.

(d) Failure to Respond; 14-Day Grace Period; Archiving. Seller acknowledges and agrees that the Listing will be moved to an inactive archive if: (i) Seller fails to acknowledge three (3) consecutive 90-day availability check-ins, or (ii) Seller fails to confirm annual renewal within a 14-day grace period following the end of a Listing Period. Archived Listings are not deleted.

(e) Reactivation from Archive. Seller may reactivate an archived Listing at any time by contacting EXR at [email protected]. Reactivation is subject to the then-current marketplace standards, pricing reasonableness review, and EXR’s approval. There is no reactivation fee. Upon reactivation, a new 365-day Listing Period commences and this Agreement remains in full force and effect.

(f) Continuation of Exclusivity and No-Circumvention Obligations. Seller’s exclusivity obligations under Section 3.2 and no-circumvention obligations under Section 3.3 continue to apply throughout the entire Listing Period, including during any 14-day grace period and up to the moment the Listing is moved to archive. A Seller who concludes an off-platform sale of an asset introduced to a Buyer through EXR remains subject to the full Sales Premium obligation under Section 3.3 regardless of the Listing’s active, grace, or archived status, in accordance with Section 4.8(g) of the Terms of Service.

(g) Sales Premium; No Other Platform Fees. Seller acknowledges that EXR does not charge any upfront listing fee, renewal fee, reactivation fee, or periodic platform fee. The 5% Sales Premium described in Section 4 of this Agreement is EXR’s sole transactional compensation and is earned only upon a successful Winning Event.

4. Fees & Sales Premiums

Seller fees are governed by the Marketplace Process and How It Works pages of the EXR website, incorporated herein by reference, and by the selections made by Seller during the listing creation process. The following summarizes the applicable fee structure:

• Platinum — Hybrid Auctions: No upfront listing fee. A 5% Sales Premium is earned by EXR only upon a successful Winning Event. Seller selects the Sales Premium structure during listing creation: Buyer’s Premium (platform default), Split Premium, or Seller’s Premium. Full Sales Premium details, calculations, and examples are available on the Marketplace Process page and in our Terms of Service.
• Gold — Direct Sale: No upfront listing fee. A 5% Sales Premium is earned by EXR only upon a successful Winning Event. Same Sales Premium structure options as Platinum apply.

EXR may also collect a service fee from Buyer based on the Sales Premium structure selected by Seller during listing creation. Full details are available on the Marketplace Process page.

5. Seller Default & Liability

5.1 Off-Platform Sales (Platinum & Gold) If Seller withdraws the Listing or sells the Listing outside of the EXR platform during the active listing period in violation of Section 3.3, Seller will be charged the full Sales Premium as calculated in Section 3.3. Said amount will be charged to Seller’s payment method on file.

5.2 Failure to Deliver If Seller fails to make the Listing available to Buyer within seventy-two (72) hours of confirmed receipt of full payment (the “Delivery Period”), Seller shall be in default under this Agreement and shall be obligated to pay to EXR, as liquidated damages, any amount that EXR determines in its sole discretion to refund to Buyer — including without limitation any fee, administrative charge, or other expense incurred by EXR in order to issue such refund. Seller and EXR agree and acknowledge that it would be difficult to ascertain the precise amount of damages incurred by EXR due to Seller’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 against Seller’s payment method on file.

5.3 Buyer Default In the event that Buyer defaults following a completed Winning Event, EXR shall not be liable for any such default by Buyer. No amount paid by Seller to list the Listing on the platform will be returned to Seller on the basis of Buyer’s default, except as expressly outlined in the Terms of Service refund provisions.

6. 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 escrow agent, title company, attorney, appraiser, or any other expert. Seller has been expressly advised to seek independent advice from an attorney and any other expert of Seller’s choosing regarding this Agreement and all matters relating to the sale of the Listing.

EXR’s sole obligation is to use commercially reasonable efforts to facilitate the sale of the Listing during the active listing period. EXR makes no warranty or guarantee that the Listing will be sold or that any particular revenue will be derived therefrom.

EXR shall not be liable for any loss suffered by Seller relating to the Listing, including but not limited to a Buyer refusing to enter into a sales agreement, failing to tender full payment, or otherwise not completing a purchase. EXR shall not be charged with the custody, management, maintenance, security, insuring, or repair of any Listing.

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 SALE OR ATTEMPTED SALE OF ANY LISTING ON THE EXR PLATFORM.

7. Representations & Warranties of Seller

Seller represents and warrants that:

• Seller has all appropriate consents, approvals, and authority to enter into this Agreement
• Seller has all appropriate ownership rights, licenses, permits, titles, and authorizations required by law to list and sell the Listing
• Seller’s title to the Listing is marketable, insurable, and free of all liens and encumbrances — or, where Seller has disclosed a branded title, lien holder’s possession, or other adverse title condition to EXR prior to listing, Seller has fully and accurately disclosed all such conditions, and Seller will provide means to obtain a lien-free title or will deliver title in the condition disclosed
• Seller has full power, right, and authority to convey title to the Listing to the Buyer, free and clear of all liens and encumbrances
• There are no defects in title or other outstanding contracts or agreements for the sale of the Listing
• If the Listing has any material defect, Seller has communicated same to EXR, and EXR is authorized to disclose such defects and any other material information to potential Buyers
• The Listing can be sold without violation of any federal, state, or other applicable law or regulation
• All information provided to EXR with respect to the Listing is true, complete, and correct

8. Indemnification

Seller 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 Seller of any representation, warranty, or obligation under this Agreement
• Any failure to disclose ownership rights, title defects, security interests, or known or hidden material defects in the Listing
• Any inaccurate or incomplete information provided by Seller relating to the Listing
• Any failure by Seller to complete a sale with a qualified Buyer in accordance with this Agreement
• Any inspection, advertising, or marketing of the Listing

Seller 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.

9. Intellectual Property & Media License

By uploading photos, videos, or any other content in connection with a Listing, Seller grants to Exclusive Racing, Inc. a perpetual, irrevocable, royalty-free, worldwide, non-exclusive, fully sub-licensable license to use, reproduce, modify, adapt, publish, display, distribute, broadcast, transmit, and create derivative works from such content for marketing, advertising, social media, promotional, and other business purposes across all media channels and formats, in perpetuity, whether now known or hereafter devised. This license survives the termination of this Agreement for any reason.

Seller represents and warrants that Seller owns or has all necessary rights to any content uploaded, and that such content does not infringe upon the intellectual property rights of any third party. Seller shall defend and indemnify EXR against any claims alleging the wrongful use of any copyrighted materials provided by Seller in connection with any Listing.

10. 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.

Seller 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, Seller irrevocably submits to the jurisdiction of the courts of the State of California.

11. 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 Seller shall be sent to the address provided by Seller upon registration on the EXR platform.

12. 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.

13. Entire Agreement

This Agreement, together with the EXR Terms of Service, Terms & Conditions, Buyer Agreement, Privacy Policy, Accessibility Policy, and How It Works pages — all incorporated herein by reference — constitutes the entire agreement between EXR and Seller 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.