STIPULATED ORDER AND INJUNCTION

MICHAEL W. FITZGERALD, District Judge.

Plaintiff Basis, LLC dba Global Basis ("Global Basis" or "Plaintiff") and Defendants Driven Solutions, Inc. ("Driven Solutions") and its predecessor in interest Drive America, Inc. ("Drive America") hereby stipulate to the following Order and injunction of this Court:

1. Drive America and Global Basis entered into an Agency Services Agreement ("Agreement") on or about April 9, 2007. The Agreement memorialized the terms under which Global Basis would render certain marketing and business development services on behalf of Drive America. From time to time, Drive America and Driven Solutions performed some or all of their obligations under the Agreement by their wholly-owned operating entity United States Auto Club. Driven Solutions is Drive America's successor in interest, and is obligated under the Agreement as if it had signed it in Drive America's stead. (Hereafter, Drive America, Driven Solutions and United States Auto Club are referred to collectively as "Driven Solutions" and "Defendants.") The Agreement described the services Global Basis was to render:

2. In consideration for its services, Global Basis was to receive compensation as follows:

3. Exhibit 1 to the Agreement further provided as follows:

4. The Agreement stated:

5. Driven Solutions sent Global Basis Notice of Termination of the Agreement on March 2, 2009. Termination of the Agreement was effective thirty days later, on March 31, 2009. Before this termination took effect, Global Basis submitted to Driven Solutions, and Driven Solutions signed and returned to Global Basis, the following Schedule A's:

6. Plaintiff believes that there may be other Schedule A's executed by the parties. Plaintiff does not waive its right to recover these commissions.

7. Article 9.2 of the Agreement provides that:

8. Global Basis has asked this Court to enter the following injunction:

a. That Defendants preserve at Driven Solutions' premises in Carrollton, Texas their books and records of receipt of revenue earned from wholesale clients introduced by Global Basis, and not remove them while this litigation remains pending.

b. That Defendants produce these records to Global Basis for audit within a reasonable period of time.

9. Defendants agree that the requested injunctive relief shall be entered based on the foregoing stipulated facts, and based on this agreement, this Court finds good cause to enter, and does hereby enter, the following Stipulated Order and Injunction:

a. Driven Solutions shall preserve at Driven Solutions' premises in Carrollton, Texas its books and records reflecting receipt of revenue earned from Wholesale Groups identified on a Schedule A submitted to Driven Solutions by Global Basis that was signed and accepted by Driven Solutions, and shall not remove them, while this Order remains in effect.

b. No later than the close of business, Pacific Time, on December 12, 2014, Driven Solutions shall produce to Global Basis, in electronic form (by emailing them to Plaintiff's counsel David E. Wood at dwood@andersonkill.com) and in hard copy (by sending copies to Plaintiff's counsel at Anderson Kill, P.C., 864 East Santa Clara Street, Ventura, CA 93001), a record of all revenue ever received at any time by Drive America, Driven Solutions or United States Auto Club from any entity named in a "Schedule" (in the form expressed in Exhibit 1 to the Agreement) and signed by Plaintiff and one or more of the Defendants, including but not limited to: GAINSCO, Safe-Guard Products, Latin Assist/Integra, Eaglerider, Dent Zone, Fox Rent a Car, Zipcar, LotSolutions, Advantage Rent A Car, Encore Marketing, Hanover Insurance, AIG, Warrantech, Sonsio, cynoSure Financial, Inc., Payless Car Rental, Metropolitan Life Insurance, Washington Mutual, Fireman's Fund Insurance, Fred Loya Insurance (also known as Loya Insurance and Loya Group), CCC Information Services Group Inc., Solera Holdings, Inc., and/or Audatex, North America, Inc., AIOA Toyota, Affinity4, Active.com, American Family, American National Property & Casualty, Amica Mutual Insurance, Capital Insurance Group, Chubb Insurance, Civil Service Employees Insurance, Cornerstone National Insurance, Country Financial, EMC Insurance Group, Enumclaw Mutual Insurance, Erie Insurance Group, Farmer's Group, Fireman's Fund, GMAC Insurance Holdings, Grange Mutual Casualty Company, GuideOne Insurance, Hartford Group, Insurance Auto Auctions, Island Insurance Companies, Liberty Mutual, Mercer Insurance Group, Mercury Insurance, Michigan Millers Mutual Insurance, Mountain West Farm Bureau, Nationwide, Nissan, Nodak Mutual, New York Central Mutual, Progressive Corporation, QBE, Rockford Mutual Insurance, Selective Insurance Group, Shelter Insurance Companies, State Auto Financial Corporation, Trilegacy Solutions, Utica National Insurance, US Agencies, Standard Mutual Insurance, USI Holdings Corporation, Westfield Insurance, Workmen's Auto Insurance Company, Zurich American Insurance Company and Zurich Direct Underwriters.

c. No bond shall be required.

IT IS SO STIPULATED.

The Court finds that all of the legal and equitable criteria for the entry of the foregoing injunction have been met. This Order shall remain in effect until Plaintiff and Defendants jointly request that the Order be modified or dissolved, or until a further Order of this Court, or until a final arbitration award is issued in a subsequent arbitration proceeding pursuant to paragraph 9.2 of the Agreement and any and all proceedings to vacate the award are terminated or the time to do so has expired.

The foregoing injunction is hereby entered.

IT IS SO ORDERED.