MOTION FOR ENTRY OF CONSENT JUDGMENT

WILLIAM T. HART, District Judge.

NOW COMES PLAINTIFF, Mepco Finance Corporation ("Mepco"), by and through its attorneys, and herby moves this Court for entry of the consent judgment attached as Exhibit A. In support of this motion, Mepco states as follows:

1. In October 2013 Mepco and Tier One Warranty LLC ("Tier One") entered into a settlement agreement (the "Settlement Agreement") under which Tier One agreed to pay Mepco $3,250,000 pursuant to an agreed-upon payment schedule. (See Settlement Agreement, Ex. B.)

2. Tier One also agreed to the entry of the consent judgment attached as Exhibit A if Tier One defaulted under the terms of the parties' Settlement Agreement, including by missing any of the scheduled payments required under the Settlement Agreement.

3. Tier One has not made any of the required payments under the Settlement Agreement and is currently in default. (See B. Doyle Decl., Ex. C.)

4. Mepco sent notice of default to Tier One pursuant to the terms of the Settlement Agreement, and Tier One's cure period has expired. (See id.)

WHEREFORE, Mepco respectfully requests that the consent judgment attached as Exhibit A be entered pursuant to the parties' agreement.

Exhibit A

NOW COME Plaintiff, Mepco Finance Corporation ("Mepco"); Defendant Tier One Warranty, L.L.C. ("Tier One LLC"); Cornerstone Dealer Services, Incorporated, a Texas corporation ("Cornerstone Dealer Services"); Cornerstone Consumer Products Services, LLC., f/k/a Tier One Consumer Products Services, L.L.C., a Texas limited liability company ("Cornerstone Consumer Products"); Lance Davis, an individual; and Tim Schuur, an individual, by and through their respective counsel, and hereby stipulate and consent to entry of this Consent Judgment according to the following terms:

1. As of the date of this Consent Judgment, Tier One LLC is indebted to Mepco the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00), pursuant to the Settlement and Release Agreement ("Settlement Agreement") by and between Mepco, on the one hand, and Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur, on the other hand.

2. Tier One LLC states that it voluntarily enters into this Consent Judgment, jointly and severally, with the parties listed in paragraph 3 below, in favor of Mepco, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00).

3. Each of Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur consents to and voluntarily enters into this Consent Judgment, jointly and severally, with one another and with Tier One LLC, in favor of Mepco, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00). Each of Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tun Schuur waives personal service and any objection to the Court's exercise of both personal and subject matter jurisdiction over them to allow for entry of this Consent Judgment.

4. Nothing in this Consent Judgment shall be construed as limiting Mepco's right to recovery from any particular party. While Mepco is restricted to a single recovery, that recovery may be had from any one of Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur in any order of payment, up to and including the full amount owed.

5. In accordance with the foregoing, the parties stipulate and consent to entry of judgment in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00) and stipulate that this ease may be closed, without prejudice to Mepco's right to seek any future damages as set forth above.

6. The Court, having been so advised, hereby finds that Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur are liable to Mepco, jointly and severally, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00).

WE HEREBY STIPULATE AND AGREE TO THE ENTRY OF THIS CONSENT JUDGMENT:

JUDGMENT IS HEREBY ENTERED CONSISTENT WITH THE STIPULATION OF THE PARTIES SET FORTH ABOVE. THIS IS A FINAL ORDER AND CLOSES THIS CASE.

Exhibit B

SETTLEMENT AND RELEASE AGREEMENT

This Settlement and Release Agreement (the "Agreement") is made as of the last date of execution by the signatories hereunder (the "Effective Date") and is made by and between Mepco Finance Corporation, a Michigan corporation ("Mepco") on the one hand, and Tier One Warranty, L.L.C., a Texas limited liability company ("Tier One LLC"), Cornerstone Dealer Services, Incorporated, a Texas corporation ("Cornerstone Dealer Services"), and Cornerstone Consumer Products Services, L.L.C. f/k/a Tier One Consumer Products Services, L.L.C., a Texas limited liability company ("Cornerstone Products Services"), Lance Davis, and Tim Schuur on the other hand. Mepco, Tier One LLC, Cornerstone Dealer Services, Cornerstone Products Services, Lance Davis, and Tim Schuur are hereinafter referred to collectively as the "Parties."

WHEREAS, Mepco filed suit against Tier One LLC in the United States District Court for the Northern District of Illinois (the "Court"), Case No. 1:11-cv-369, the Honorable William T. Hart presiding (the "Litigation"); and

WHEREAS, Tier One LLC filed counterclaims against Mepco in the Litigation; and

WHEREAS, the Parties hereby intend to finally resolve all claims and disputes of any kind or nature whatsoever that presently exist among them, including, but not limited to, the Litigation.

NOW, THEREFORE, for good and valuable consideration, including the covenants and agreements contained herein, and intending to be legally bound, the Parties agree as follows:

1. Settlement Payment. Tier One LLC agrees to pay to Mepco the sum of Three Million Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00) (hereinafter the "Payment Amount"). The Payment Amount will be paid in equal monthly installment payments of $25,000 per month for a period of one hundred thirty (130) consecutive months (the "Monthly Payments"). The first Monthly Payment shall be due on January 15, 2014, and each subsequent Monthly Payment shall be due on the 15th day of the following month until the Payment Amount is paid in full.

Tier One LLC shall make all of the monthly installment payments required under this paragraph by wire transfer to the following account:

2. Additional Credit for Excess Payment. In the event that Tier One LLC makes a Monthly Payment in an amount in excess of $25,000, Tier One LLC will receive an additional credit in recognition of the voluntary excess payment ("Excess Payment Credit"). The Excess, Payment Credit shall be equal to thirty percent (30%) of any amount paid in excess of $25,000. By way of example, a Monthly Payment of $30,000 would generate a total reduction of the Payment Amount of $31,500. Under this example, the Payment Amount would be reduced by $30,000 to reflect the amount actually paid. Tier One would then receive an Excess Payment Credit in the amount of $1,500, which is thirty percent of $5,000, the excess amount paid. In order to receive an Excess Payment Credit, Tier One LLC must be current on its Monthly Payments. In addition, the payment of an excess amount does not relieve Tier One LLC of its obligation to make a full Monthly Payment on the following month.

3. Default. Tier One LLC's failure to comply with any of its obligations in this Agreement, including its failure to make any of the Monthly Payments required by this Agreement by the due date, shall be considered a default. Likewise, Tier One LLC's failure to comply with any of its obligations in the Security Agreement attached hereto as Exhibit C shall be considered a default. In the event of a default, Mepco shall send a notice of default to Tier One LLC via U.S. mail at the address provided in paragraph 18 of this Agreement. In the event that Tier One LLC becomes insolvent, enters or files for bankruptcy, enters into a receivership, or makes an assignment for the benefit of creditors, Mepco is not required to send a notice of default to Tier One LLC, and Tier One LLC shall be deemed to be in default with no right of cure.

4. Consent Judgment Upon execution of this Agreement, Tier One LLC, Cornerstone Products Services, and Cornerstone Dealer Services shall also execute a consent judgment in favor of Mepco in the amount of Three Million Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00)(the "Consent Judgment"), which Consent Judgment shall be held in trust by counsel for Mepco. The Consent Judgment is attached to this Agreement as Exhibit A. In the event that Tier One LLC defaults on any of the terms of this Agreement and does not cure such default, where a right of cure is provided, within fifteen (15) days counsel for Mepco shall have the right to enter the Consent Judgment against Tier One LLC, Cornerstone Products Services, Cornerstone Dealer Services, Lance Davis, and Tim Schuur, jointly and severally, with the United States District Court for the Northern District of Illinois. Tier One LLC, Cornerstone Products Services, and Cornerstone Dealer Services agree to reimburse Mepco for its costs and reasonable attorneys' fees of entering and enforcing the Consent Judgment. Tier One LLC, Cornerstone Products Services, Cornerstone Dealer Services, Lance Davis, and Tim Schuur shall be fully credited for any payments made pursuant to this Agreement, and the Consent Judgment amount correspondingly reduced, before the Consent Judgment may enter.

5. Security Agreement and Guaranty. Tier One LLC's obligations under this Agreement, including but not limited to the payment obligations set forth in paragraph 1, are secured by a Guaranty, attached hereto as Exhibit B, and by a Security Agreement, attached hereto as Exhibit C. Mepco has required the execution of the Guaranty and Security Agreement as a condition of this Agreement.

6. Representation by Tier One LLC and Delivery of Financial Information. Tier One LLC represents and warrants to Mepco that it has the ability to meet its payment obligations to Mepco as set forth in this Agreement Tier One LLC agrees that it will provide financial statements to Mepco upon request during the course of this Agreement.

7. Mutual Release. Except for the obligations set forth in or created by this Agreement and in the attached Consent Judgment, Guaranty, and Security Agreement, Mepco and its successors and assigns hereby irrevocably and unconditionally release and forever discharge Tier One LLC and all of its past, present, and future employees, officers, directors, agents, shareholders, members, managers, attorneys, parent companies, subsidiaries, and affiliates, as well as other persons and entities acting on its behalf, from any and all claims, liens, demands, obligations, actions, causes of action, counts, damages, liabilities, indemnification, losses, fees, costs, or expenses of any kind or nature that were asserted or could have been asserted or arise out of the subject matter of the Litigation or that arise out of any other fact or circumstance that was known or reasonably should have been known by Mepco as of the Effective Date.

Except for the obligations set forth in or created by this Agreement, Tier One LLC and its successors and assigns hereby irrevocably and unconditionally release and forever discharge Mepco and all of its past, present, and future employees, officers, directors, agents, shareholders, members, managers, and attorneys, parent companies, subsidiaries, and affiliates, as well as other persons and entities acting on its behalf, from any and all claims, liens, demands, obligations, actions, causes of action, counts, damages, liabilities, indemnification, losses, fees, costs, or expenses of any kind or nature that were asserted or could have been asserted or arise out of the subject matter of the Litigation or that arise out of any other fact or circumstance that was known or reasonably should have been known by Tier One LLC as of the Effective Date.

8. Dismissal of Litigation. Within ten (10) business days after the Effective Date, the Parties shall file a Stipulation of Dismissal in the Litigation. The Parties agree that Tier One LLC will dismiss its claims against Mepco with prejudice and without costs or fees and that Mepco will dismiss its claims against Tier One LLC without prejudice and without costs or fees.

The sole reason that the dismissal of Mepco's claims against Tier One LLC will be without prejudice, rather than with prejudice, is to permit the filing of the Consent Judgment if Tier One LLC defaults on any of the terms of this Agreement. Thus, Mepco agrees that it will not seek to reopen the case or file a new lawsuit in any other court for any claims that would be barred by this Agreement or a dismissal with prejudice other than to file the Consent Judgment if, and only if, Tier One LLC defaults on any of the terms of this Agreement. Upon fulfilling payment under the terms of this Agreement, a stipulated order of dismissal with prejudice and without costs shall be entered. The Parties agree that the Court shall retain jurisdiction over Mepco and Tier One LLC for the purposes of interpreting and enforcing the terms of this Agreement.

9. Voluntary Agreement. The Parties expressly declare and represent that they have read the foregoing Agreement. The Parties further expressly declare and represent that they fully understand the content and effect of this Agreement and that they approve and accept the terms and conditions contained herein and that this Agreement is executed freely and voluntarily. This Agreement shall be construed and interpreted as though jointly drafted by the Parties.

10. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. The provisions of this Agreement shall supersede all contemporaneous oral agreements, communications and understandings, and all prior oral and written communications, agreements, and understandings between the Parties with respect to the subject matter of this Agreement. Each party acknowledges that no representation, inducement, or condition not set forth herein has been made or relied upon by any party.

11. Calculation of Time. All time periods set forth herein shall be computed in calendar days unless otherwise expressly provided in this Agreement In computing any period of time prescribed or allowed by this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it is a Saturday, a Sunday, or a legal holiday. As used in this paragraph, "legal holiday" includes New Year's Day, Birthday of Martin Luther King, Jr., Presidents' Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, Christmas Day, and any other day appointed as a holiday by the President or the Congress of the United States of America.

12. Binding Effect. This Agreement is binding upon, and shall be to the benefit of, the Parties, and each of them and each of their partners, beneficiaries, trustees, predecessors, parents, subsidiaries, affiliates, controlling persons, officers, directors, shareholders, members, guarantors, agents, employees, heirs, representatives, executors, attorneys, successors, assigns, and all those acting in concert or participation with them or under their direction or control.

13. Modification and Waiver. No modification or waiver of any of the terms of this Agreement will be enforceable unless in writing, signed by all Parties. No waiver of any breach or default of this Agreement shall be deemed to be a waiver of any subsequent breach or default.

14. No Admission of Liability. The Parties understand and agree that this Agreement is a compromise of certain disputes, entered into solely to avoid the expense and inconvenience of litigation. The Parties further understand and agree that no Party admits or has admitted any liability, violation of law, or wrongdoing in connection with the subject matter of the Litigation. The Parties agree that they negotiated the terms of this Agreement in good faith and that this Agreement reflects a settlement that was reached voluntarily after consultation with competent legal counsel.

15. Confidentiality. As part of the consideration of this Agreement, the Parties promise and agree to keep the terms and conditions of this Agreement confidential. The Parties shall not disclose the terms of this Agreement to any third person, except to Dallas National, any authorized attorney, accountant, auditor, or advisor with a need to know such information or as may be required by law or as necessary for use to enforce rights created pursuant to this Agreement.

16. Headings. The headings of the various clauses of this Agreement have been inserted for the convenience of the Parties only. They shall not be used to interpret or construe the meaning of the terms and provisions hereof

17. Governing Law. This Agreement shall be interpreted in accordance with and governed in all respects by the laws of the state of Michigan.

18. Notices. All letters, notices, requests, demands, and other communication required or permitted to be given to the Parties pursuant to this Agreement shall be in writing, provided by next-day (excluding Saturday and Sunday) express delivery service and addressed as follows:

19. Authorit to Execute. The Parties represent and warrant to each other that the person executing this Agreement has authority and capacity to execute this Agreement and to give the release and other promises contained in this Agreement.

20. Counterparts. This Agreement may be signed in counterparts; and upon the event of each party signing the Agreement, it shall be final and binding upon the Parties.

UNCONDITIONAL GUARANTY AGREEMENT

This UNCONDITIONAL GUARANTY AGREEMENT (the "Guaranty"), dated as of the 15th day of October, 2013 (the "Effective Date"), is given by Cornerstone Dealer Services, Incorporated, a Texas corporation ("Cornerstone Dealer Services"), Cornerstone Consumer Products Services, L.L.C. f/k/a Tier One Consumer Products Services, L.L.C., a Texas limited liability company ("Cornerstone Products Services"), and all of their parent companies, subsidiaries, affiliates, successors, and assigns, and Lance Davis and Tim Schuur (collectively, the "Guarantors") and the additional guarantors as described in paragraph 3 below (collectively, the "Additional Guarantors") for the benefit of Mepco Finance Corporation, a Michigan corporation ("Mepco").

Background

A. Tier One Warranty, L.L.C. ("Tier One LLC") is a party to that certain Settlement and Release Agreement ("Settlement Agreement") of even date herewith.

B. Guarantors are executing this Guaranty in order to guaranty the full and prompt payment and performance of all obligations of Tier One LLC to Mepco pursuant to the Settlement Agreement, on the terms set forth below.

C. Lance Davis and Tim Schuur are executing this Guaranty on their own. behalf and on behalf of the Additional Guarantors so that the Additional Guarantors, if any, also guaranty the full and prompt payment and performance of all obligations of Tier One LLC to Mepco pursuant to the Settlement Agreement, on the terms set forth below.

Agreement

For good and valuable consideration, the receipt and sufficiency of which is acknowledged by Guarantors, Guarantors agree with and covenant to Mepco as follows:

1. Guarantors agree to and acknowledge the matters set forth in the foregoing Background section.

2. Guarantors absolutely, unconditionally, and irrevocably guaranty to Mepco the full and prompt payment and performance by Tier One LLC of all duties, covenants, obligations, and agreements of any other kind made by Tier One LLC to Mepco pursuant to the Settlement Agreement (collectively, the "Obligations"). Without limiting the generality of the foregoing, upon demand by Mepco, Guarantors agree to pay to Mepco any amount not timely paid by Tier One LLC pursuant to the Settlement Agreement. Mepco's records showing all or any portion of any amount due and payable by Tier One LLC to Mepco under the Settlement Agreement shall be admissible as evidence in any action or proceeding involving this Guaranty, and such records shall be prima facie proof of such amounts.

3. The obligations under this Guaranty also extend to any companies that currently exist or that come into existence after the execution of this Guaranty that are involved in any way in the business of selling, administering, insuring, reinsuring, or finding service contracts, including but not limited to service contracts for consumer products, automobiles, appliances, or HVACs, in which Guarantors have any direct or indirect ownership interest. Such companies are referred to herein as the "Additional Guarantors." Guarantors represent that no such Additional Guarantors currently exist. Additionally, Guarantors will deliver a statement no less than semi-annually, signed under oath, identifying the existence or lack thereof of any such Additional Guarantors.

Additional Guarantors absolutely, unconditionally, and irrevocably guaranty to Mapco the full and prompt payment and performance by Tier One LLC of all duties, covenants, obligations, and agreements of any other kind made by Tier One LLC to Mepco pursuant to the Settlement Agreement (collectively, the "Obligations"). Without limiting the generality of the foregoing, upon demand by Mepco, Additional Guarantors agree to pay to Mepco any amount not timely paid by Tier One LLC pursuant to the Settlement Agreement. Mepco's records showing all or any portion of any amount due and payable by Tier One LLC to Mepco under the Settlement Agreement shall be admissible as evidence in any action or proceeding involving this Guaranty, and such records shall be prima facie proof of such amounts.

4. The obligations of Guarantors and Additional Guarantors under this Guaranty are joint and several with any other guarantor or obligor of all or any portion of the Obligations. Mepco may release, settle, or compromise with any one or more other such guarantors or obligors (including Tier One LLC) at any time without affecting the continuing liability of Guarantors or Additional Guarantors under this Guaranty. Guarantors and Additional Guarantors agree that their obligations under this Guaranty shall be satisfied only by the full payment and satisfaction of all Obligations. The obligations of Guarantors and Additional Guarantors under this Guaranty are primary and unconditional obligations that shall be enforceable before or after proceeding against Tier One LLC, any other guarantor or obligor, or any security held by Mepco and shall be effective regardless of the solvency or insolvency of Tier One LLC or any other guarantor or obligor or the termination of any other guaranty by any other guarantor. Guarantors and Additional Guarantors agree Mepco may, without notice to or consent of Guarantors or Additional Guarantors, release any collateral securing all or any portion of the Obligations without diminishing the obligations of Guarantors or Additional Guarantors. Guarantors and Additional Guarantors waive (a) the benefit of any statute of limitations affecting Guarantors and Additional Guarantors' liability pursuant to this Guaranty, and (b) to the fullest extent allowed by law, any and all other exoneration and other defenses given to sureties or guarantors at law or in equity, other than the actual payment and performance of the Obligations.

5. No act, delay, or omission by Mepco or course of dealing between Mepco and Tier One LLC, Guarantors, Additional Guarantors, or any other person shall be a waiver of any of Mepco's rights or remedies under this Guaranty. No waiver, change, modification, or discharge of this Guaranty will be effective unless in writing signed by Mepco. Guarantors and Additional Guarantors acknowledge and agree their obligations under this Guaranty are independent of the Obligations of Tier One LLC pursuant to the Settlement Agreement.

6. This Guaranty shall be construed in conformity with the laws of the state of Michigan, without regard to its choice of laws or conflict of laws rules. Guarantors and Additional Guarantors irrevocably agree all actions or proceedings in any way, manner, or respect arising out of or from or related to this Guaranty shall be litigated only in courts having situs within Kent County or Ionia County, Michigan. Guarantors and Additional Guarantors consent and submit to the jurisdiction of any local, state, or federal court located within Kent County or Ionia County, Michigan, and waive any right they may have to transfer the venue of any such litigation. If Mepco institutes legal proceedings to enforce this Guaranty, Mepco shall be entitled to collect, in addition to the other obligations of Guarantors and Additional Guarantors pursuant to this Guaranty, all reasonable costs and expenses of suit, including reasonable attorneys' fees.

7. Guarantors and Additional Guarantors acknowledge they have received adequate and sufficient consideration for their execution of this Guaranty, including Mepco's willingness to enter into the Settlement Agreement with Tier One LLC, and Guarantors and Additional Guarantors agree not to assert lack of consideration as a defense to any action to enforce this Guaranty. It is the express intent of Guarantors and Additional Guarantors that their obligations under this Guaranty are and shall be unlimited, continuing, absolute, and unconditional.

8. Guarantors acknowledge and agree that they have made such independent examination, review, and investigation of the Settlement Agreement, Tier One LLC, and any related matter as Guarantors deem necessary and appropriate and that they shall have sole responsibility to obtain from Tier One LLC any information required by Guarantors about any modifications to the Settlement Agreement or the nature or amount of the Obligations. Guarantors further acknowledge and agree that they shall have the sole responsibility for, and have adequate means of, obtaining from Tier One LLC such information concerning Tier One LLC's financial condition or business operations as Guarantors may require and that Mepco has no duty, and Guarantors are not relying on Mepco, at any time to disclose to Guarantors any information relating to the business operations or financial condition of Tier One LLC.

This Unconditional Guaranty Agreement is executed as of the date set forth above.

SECURITY AGREEMENT

This SECURITY AGREEMENT ("Agreement") is made as of October 2013, by Tier One Warranty, L.L.C., a Texas limited liability company, Cornerstone Dealer Services, Incorporated, a Texas corporation ("Cornerstone Dealer Services"), and Cornerstone Consumer Products Services, L.L.C. f/k/a Tier One Consumer Products Services, L.L.C. ("Cornerstone Products Services"), a Texas limited liability company (collectively, the "Tier One Entities"), and Lance Davis and Tim Schuur (together with the Tier One Entities, the "Debtors"), in favor of Mepco Finance Corporation, a Michigan corporation (the "Secured Party").

RECITALS

A. The Secured Party and the Debtors arc parties to that certain Settlement and Release Agreement (the "Settlement Agreement") of even date herewith.

B. Cornerstone Dealer Services, Cornerstone Products Services, Lance Davis, and Tim Schuur executed (as "Guarantors") an Unconditional Guaranty Agreement (the "Guaranty") in favor of the Secured Party of even date herewith.

C. The Secured Party has required, and the Debtors have agreed, that the obligations of the Tier One Entities under the Settlement Agreement and the Guarantors under the Guaranty (collectively, the "Obligations") shall be secured by the security interests, pledges, assignments, or other liens or encumbrances contemplated by this Agreement in favor of the Secured Party.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, and in order to induce the Secured Party to enter into the Settlement Agreement, the Debtors and the Secured Party hereby covenant and agree as follows:

ARTICLE 1

GRANT OF SECURITY INTEREST BY TIER ONE ENTITIES

To secure the prompt and complete payment and performance in full of all the Obligations of the Tier One Entities now or hereafter owing to the Secured Party, the Tier One Entities grant the Secured Party a security interest in all of the following: personal property of the Tier One Entities, wherever located and now owned or hereafter acquired (collectively, the "Collateral"):

ARTICLE 2

GRANT OF SECURITY INTEREST BY TIER ONE ENTITES AND GUARANTORS AND AGREEMENT TO ASSIGN AND/OR PLEDGE

To secure the prompt and complete payment and performance in full of all the Obligations of the Tier One Entities and the Guarantors now or hereafter owing to the Secured Party, the Debtors (referred to in this Article 2 as the "Granting Parties"), as applicable, agree to irrevocably assign, pledge, convey and grant unto Secured Party a first priority security interest in any right, title and interest in any ownership interest, including any investment property with respect thereto, of the Granting Parties in a producer-owned reinsurance company ("PORC") or similar type of entity that owns, holds and/or administers funds or proceeds arising from or related to the sale of vehicle service contracts or any such other service contracts related to other products or services (collectively, the "Pledged Interests"). The Pledged Interests shall include all investment property including certificates, if any, representing the ownership interests acquired by Granting Parties in any manner, and all money and other property, at any time received or receivable by or distributed to or distributable to or for the benefit of the Granting Parties, or any of them, whether in the form of dividends or any other distribution. Secured Party shall be entitled to immediately and exclusively exercise any and all voting and other consensual rights pertaining to any Pledged interests or any part thereof owned by Granting Parties for any purpose not inconsistent with or prohibited by the terms of this Agreement or the Settlement Agreement. The Granting Parties hereby represent and warrant that none of them currently has an interest in, or investment property with respect to, any such entities to pledge as Pledged Interests. However, each Granting Party acknowledges and agrees that this Article 2 is intended to and shall apply to any such interest, and all related investment property, at such time, as any or all of the Granting Parties acquire, obtain, control or otherwise own such interest or related investment property, directly or indirectly. For purposes of this Agreement, the term "Collateral" shall include any and all Pledged Interests.

In order to carry out the intent of this Article 2, Granting Parties will notify Secured Party immediately of the creation or other acquisition of and any or all of the Granting Parties' ownership interest in an entity contemplated by this Article 2. Additionally, Granting Parties will deliver a statement no less than semi-annually, signed under oath, identifying the existence or lack thereof of any such entity contemplated by this Article 2. The Granting Parties further agree to execute and/or deliver to Secured Party any investment property and documents (including, without limitation, certificates indorsed to Secured Party or in blank or, with respect to any unecrtificated security, an agreement executed by the issuer that it will comply with instructions originated by Secured Party without further consent by the applicable Granting Party or, with respect to any security entitlement, an agreement executed by the securities intermediary that it will comply with entitlement orders originated by Secured Party without further consent by the applicable Granting Party), reasonably required by Secured Party to effectuate the intent of this Article 2 thereby allowing Secured Party to effect and perfect the grant of security and pledge and assignment contemplated by this Article 2. Granting Parties further agree to supply Secured Party with actuarial reports regarding such entities within seven (7) business days following Secured Party's written request for such reports.

To the extent required by the organizational documents related to any such entities contemplated by this Article 2, and/or any agreements among any such entity and its members, shareholders, partners, or other persons having interests in such entity, Granting Parties agree to execute and to cause the other members, shareholders, partners, or other persons having interests in such entities to execute and deliver to Secured Party such other agreements, instruments and documentation as Secured Party may reasonably request from time to time to effectuate the conveyance, transfer and collateral assignment contemplated hereby and/or the perfection thereof.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

The Debtors represent and warrant to the Secured Party as follows:

3.1 Ownership; No Other Liens. The Debtors arc the owners of the Collateral and, except as disclosed hereto, there is no other lien, security interest, or encumbrance on any of the Collateral. Except as disclosed hereto, no financing statement is now on file in any public office covering any of the Collateral, except in favor of the Secured Party. Each share of stock or other interest comprising any Pledged interests will be, upon issuance, fully paid and nonassessable and, except as otherwise indicated in the certificates representing such stock or other interest, if any, will be transferable in its present form upon delivery without restriction or limitation on the books and records of its issuer.

3.2 Continuing Security Interest. The Debtors represent that they intend and understand that the security interest in the Collateral granted hereby shall be a continuing security interest to secure payment of all Obligations, whether now existing or that may hereafter be incurred by future advances or otherwise, and whether or not such Obligations are related to any transaction described in this Agreement, by class or kind, or whether or not contemplated by the parties as of the date hereof. Notice of the continuing nature of this security interest shalluot be required to be stated on the face of any document representing any such Obligations, nor need such Obligations otherwise be identified as being secured hereby.

ARTICLE 4

COVENANTS, AGREEMENTS, AND RIGHTS OF PARTIES

4.1 Restrictions upon the Disposition of Collateral. The Debtors shall not sell, assign, lease, license, or otherwise transfer any of the Collateral, except for inventories in the ordinary course of business, or cause or permit any other lien, security interest, or encumbrance to be placed on any of the Collateral.

4.2 Condition of the Collateral:. insurance. The Debtors shall maintain all tangible Collateral in good condition and repair and shall cause the same to be continuously insured in an amount equal to the full insurable value thereof for the benefit of the Secured Party and the Debtors as their interests may appear. Such insurance shall name the Secured Party as lender loss payee and shall not be subject to cancellation or reduction in coverage without thirty (30) days' prior written notice to the Secured Party. Certificates of insurance shall be provided to the Secured Party upon request.

4.3 Taxes; Use. The Debtors shall pay promptly when due all taxes and assessments upon the Collateral or for its use or operation. The Debtors shall not use the Collateral unlawfully or improperly.

4.4 Secured Party's Rights to Perform. The Secured Party may, but shall have no obligation to, discharge taxes, liens, security interests, or other encumbrances at any time levied or placed upon the Collateral; pay for the maintenance and preservation of the Collateral; obtain and/or pay for insurance on the Collateral; and cause to be performed for and in behalf of the Debtors any obligations of the Debtors hereunder that the Debtors have failed or refused to perform. The Debtors shall reimburse the Secured Party upon demand for all payments made and all expenses incurred by the Secured Party pursuant to this paragraph 4.4, with interest, from the date paid or incurred by the Secured Party, at the highest rate permitted by law.

4.5 Possession of Third Party. Where any Collateral is in the possession of a third party, the Debtors will join with the Secured Party in notifying the third party of the Secured Party's security interest and obtaining an acknowledgment from the third party that is holding such Collateral for the benefit of the Secured Party.

4.6 Control Agreement. At the request of the Secured Party, the Debtors will obtain a control agreement in form and substance satisfactory to the Secured Party with respect to Collateral, including any Pledged Interests, consisting of (i) deposit accounts; (ii) investment property, including securities accounts; (iii) letter of credit rights; and (iv) electronic chattel paper.

4.7 Chattel Paper. The Debtors will not create any chattel paper without placing a legend on the chattel paper acceptable to the Secured Party indicating that the Secured Party has a security interest therein.

4.8 Corporate Changes. Until the Obligations are paid and performed in full, the Debtors agree that they Will not change their organization state or their corporate name without providing the Secured Party with 30-days' prior written notice.

ARTICLE 5

EVENTS OF DEFAULT

Upon the occurrence of any of the following events of default, any or all of the Obligations shall, at the option of the Secured Party, become immediately due and payable without notice or demand:

5.1 Payment Default. If the Debtors shall default in the payment when due, whether by acceleration or otherwise, of any amount payable by the Tier One Entities under the Settlement Agreement or any other instrument, document, or agreement executed and/or delivered in connection therewith, including, without limitation, the Guaranty and this Agreement, or if the Debtors shall default in the performance or observance of any obligation or covenant under this Agreement.

5.2 False Warranty or Representation. If any warranty or representation made by the Tier One Entities in the Settlement Agreement or by the Debtors in any other instrument, document, or agreement executed and/or delivered in connection therewith, including, without limitation, the Guaranty and this Agreement, shall be false or inaccurate in any material respect when made.

5.3 Lien on Collateral. If any lien or encumbrance or any writ of attachment, garnishment, execution, or other legal process shall at any time be placed upon any part of the Collateral.

5.4 involuntary Bankruptcy, Etc. If any court, without the application or consent of the Debtors, seeks the liquidation, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of debts of the Debtors, or the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator, or the like for the Debtors or any substantial part of their assets, or in the event of any similar action with respect to the Debtors under any law (foreign or domestic) relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts and such case or proceeding shall continue undismissed or unstayed and in effect for a period of 30 days; or if an order for relief with respect to the Debtors shall be entered in an involuntary case under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, or other similar law now or hereafter in effect of any jurisdiction.

5.5 Voluntary Bankruptcy, Etc. If the Debtors commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution, or other similar law now or hereafter in effect of any jurisdiction or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, or sequestrator (or other similar official) for the Debtors or for any substantial part of their property, or shall make any general assignment for the benefit of creditors, or shall admit in writing their inability to pay their debts generally as they become due.

5.6 Acceleration of Other Indebtedness. If any event results in the acceleration of the maturity of any indebtedness of the Debtors to others under any indenture, agreement or undertaking.

ARTICLE 6

REMEDIES UPON DEFAULT

6.1 Remedies Generally. Upon the occurrence of an event of default as defined in Article 5 hereof, the Secured Party shall have all the rights and remedies of a secured party under the Michigan Uniform Commercial Code ("MUCC") and any other applicable laws, together with all rights and remedies provided for in this Agreement. In addition thereto, upon the occurrence of an event of default, the Secured Party may require the Debtors to assemble the Collateral and any proceeds thereof and deliver same to the Secured Party at a place to be designated by the Secured Party that is reasonably convenient to both parties, and the Debtors agree that the Secured Party shall have the right to peacefully retake any of the Collateral without judicial bearing prior to such retaking, including the right to enter upon the Debtors' premises for such purpose. The Secured Party has no obligation to clean up or otherwise prepare the Collateral for sale. All rights and remedies of the Secured Party shall be cumulative and may be exercised from time to time.

6.2 Disposition of Collateral Deficiency. The Secured Party may dispose of the Collateral and proceeds in any commercially reasonable manner, and the Debtors shall be liable for any deficiency. if the Secured Party sells any of the Collateral upon credit, the Debtors will be credited only with payments actually made by the purchaser, received by the Secured Party, and applied to the Obligations. In the event the purchaser fails to pay for the Collateral, the Secured Party may resell the Collateral, and the Debtors shall be credited with the proceeds of the sale.

6.3 Payment of Expenses. The Debtors shall pay the Secured Party on demand all expenses, including reasonable attorneys' fees and legal expenses, paid or incurred by the Secured Party in protecting and enforcing the rights of and obligations to the Secured Party under any provision of this Agreement, including its right to take possession of the Collateral and proceeds thereof from the custody of the Debtors or any trustee or receiver in bankruptcy or any other person. All such expenses shall become part of the Obligations and shall bear interest from the date paid or incurred by the Secured Party at the highest rate permitted by law.

6.4 Notice of Sale. Any notice required to be given by the Secured Party to the Debtors with respect to the sale or other disposition of the Collateral shall be deemed reasonable if mailed, in the manner set forth in paragraph 7.3 below, at least seven (7) days before the time of such sale or other disposition.

6.5 Pledged Interests, Granting Parties recognize and acknowledge that Secured Party may be unable to effect a public sale of all or a part of any Pledged Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect, or in applicable "Blue Sky" or other state securities laws, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Interests for their own account, for investment arid not with a view to the distribution or resale thereof. Granting Parties agree that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Interests were sold at public sales, and that Secured Party has no obligation to delay sale of any such Pledged Interests for the period of time necessary to permit Granting Parties, even if Granting Parties would agree, to register such Pledged Interests for public sale under such applicable securities laws. Granting Parties agree that private sales made under the foregoing circumstances shall not be deemed to have been made in a commercially unreasonable manner by that fact alone.

ARTICLE 7

MISCELLANEOUS

7.1 Indemnification. The Debtors will indemnify the Secured Party, and save the Secured Party harmless, from any and all liabilities, costs, and expenses (including, without limitation, legal fees and expenses) (i) with respect to, or resulting from, any delay in paying any and all excise, sales, or other taxes that may be payable or determined to be payable with respect to any of the Collateral; (ii) with respect to, or resulting from, any delay in paying any and all filing, registration, and recording fees and refiling, re-registration, and re-recording fees, and all expenses incident to the execution and acknowledgment of this Agreement, any agreements supplemental hereto and any instrument of further assurance, and any and all federal, state, county, and municipal stamp taxes and other taxes, duties, imposts, assessments, and charges arising out of or in connection with the execution and delivery of this Agreement, any agreement supplemental hereto, any security filing referred to above, and any instruments of further assurance; (iii) with respect to, or resulting from, any delay in complying with any law or governmental approval applicable to any of the Collateral; or (iv) arising out of or in connection with any of the transactions contemplated by this Agreement. In any suit, proceeding, or action brought by the Secured Party under any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Debtors will save, indemnify, and keep the Secured Party harmless from and against all expenses, losses, or damages suffered by reason of any defense, set off, counterclaim, recoupment, or reduction of liability whatsoever of the account debtor or obligor thereunder arising out of a breach by the Debtors of any obligation thereunder or arising out of any other agreement, indebtedness, or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Debtors.

7.2 Financing Statements. The Debtors authorize the Secured Party to file one or more financing statements and continuation statements, in form satisfactory to the Secured Party, in all public offices, wherever filing is deemed by the Secured Party to be necessary or desirable. Such financing statements may describe the Collateral as consisting of all personal property of the Debtors. The Debtors shall pay the cost of all such filings.

7.3 Manner of Notice. All notices to the Debtors and the Secured Party shall be deemed to be effectively given when sent by first-class mail, postage prepaid, to the following:

7.4 No Waiver. No delay on the part of the Secured Party in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Secured Party of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy.

7.5 Definitions; Applicable Law. All teinis used herein, unless otherwise defined or the context otherwise requires, shall have the meanings given to them by the MUCC, which, together with other applicable laws of the state of Michigan, shall govern this Agreement and the interpretation thereof, except to the extent that the MUCC provides for application of the law of the Debtors' organization state.

7.6 Captions. The captions to the various paragraphs hereof have been inserted for convenience only and shall not be deemed a part of this Agreement

7.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Debtors and the Secured Party and their respective successors and assigns, including all persons who become bound as a Grantor under this Agreement.

7.8 Entire Agreement; Amendment. This Agreement sets forth the entire agreement of the parties as to the subject matter hereof and may not be amended except in writing and executed by the parties hereto.

7.9 Severability. In the event any provision hereof is in conflict with any statute or rule of law in the state of Michigan or is otherwise unenforceable for any reason whatsoever, then such provision shall be deemed severable from or enforceable to the maximum extent permitted by law, as the case may be. and the same shall not invalidate any other provisions hereof.

NOW COME Plaintiff, Mepco Finance Corporation ("Mepco"); Defendant Tier One Warranty, L.L.C. ("Tier One LLC"); Cornerstone Dealer Services, Incorporated, a Texas corporation ("Cornerstone Dealer Services"); Cornerstone Consumer Products Services, L.L.C., f/k/a Tier One Consumer Products Services, L.L.C., a Texas limited liability company ("Cornerstone Consumer Products"); Lance Davis, an individual; and Tim Schuur, an individual, by and through their respective counsel, and hereby stipulate and consent to entry of this Consent Judgment according to the following terms:

1. As of the date of this Consent Judgment, Tier One LLC is indebted to Mepco in the amount of Three Million, Two Hundred Filly Thousand and 00/100 Dollars ($3,250,000.00), pursuant to the Settlement and Release Agreement ("Settlement Agreement") by and between Mepco, on the one hand, and Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur, on the other hand.

2. Tier One LLC states that it voluntarily enters into this Consent Judgment, jointly and severally, with the parties listed in paragraph 3 below, in favor of Mepco, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00).

3. Each of Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur consents to and voluntarily enters into this Consent Judgment, jointly and severally, with one another and with Tier One LLC, in favor of Mepco, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00). Each of Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur waives personal service and any objection to the Court's exercise of both personal and subject matter jurisdiction over them to allow for entry of this Consent Judgment.

4. Nothing in this Consent Judgment shall be construed as limiting Mepco's right to recovery from any particular party. While Mepco is restricted to a single recovery, that recovery may be had from any one of Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur in any order of payment, up to and including the full amount owed.

5. In accordance with the foregoing, the parties stipulate and consent to entry of judgment in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00) and stipulate that this case may be closed, without prejudice to Mepco's right to seek any future damages as set forth above.

6. The Court, having been so advised, hereby finds that Tier One LLC, Cornerstone Dealer Services, Cornerstone Consumer Products, Lance Davis, and Tim Schuur are liable to Mepco, jointly and severally, in the amount of Three Million, Two Hundred Fifty Thousand and 00/100 Dollars ($3,250,000.00).

WE HEREBY STIPULATE AND AGREE TO THE ENTRY OF THIS CONSENT JUDGMENT:

JUDGMENT IS HEREBY ENTERED CONSISTENT WITH THE STIPULATION OF THE PARTIES SET FORTH ABOVE. THIS IS A FINAL ORDER AND CLOSES THIS CASE.

Exhibit C

Brion B. Doyle states for this Declaration as follows and would testify to the same if called as a witness:

1. I make this declaration based upon personal knowledge and, if called upon to do so, could testify competently to the matters stated herein.

2. Tier One Warranty, L.L.C. ("Tier One") has not made any of the required payments pursuant to its October 29, 2013 settlement agreement (the "Settlement Agreement") with Mepco Finance Corporation and is therefore in default of the Settlement Agreement.

3. Mepco sent the required notice of default to Tier One pursuant to the terms of the Settlement Agreement. A true and accurate copy of the correspondence providing the required notice of default is attached hereto as Tab 1, Tier One received the notice of default from Mepco on June 19, 2014. A true and accurate copy of the delivery confirmation is attached as Tab 2.

4. Tier One's cure period under the Settlement Agreement has expired.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.