Table of Contents Policies for Approval of Related Party Transactions 39 Amended and Restated Operating Agreement 39 Exchange Agreement 40 Registration Rights Agreement 40 Tax Receivable Agreement 41 Indemnification of Officers and Directors 41 Contribution Agreements 42 Relationship with DriveTime 42 Security Ownership of Certain Beneficial Owners and Management 49 ITEM 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 54 Fees and Services 54 Audit Committee Report 56 ITEM 3 ~SAY ON PAY 57 ITEM 4 —SAY ON PAY FREQUENCY 57 Other Matters 58 Incorporation by Reference 58 Availability of SEC Filings, Code of Conduct, and Committee Charters 58 Where to Find Additional Information 58 Cost of Proxy Solicitation 59 Annex 60 100k Milestone gift 60 Non-GAAP Financial Measures 60 HOUSE_OVERSIGHT_024308