Legal Opinion

Vision Dealer Solutions – Legal Opinion from Hudson Cook, LLP

Date: May 14, 2021

Issued by: Hudson Cook, LLP – Attorneys at Law, Ann Arbor, Michigan

Vision Dealer Solutions (DBA VisionMenu, Inc.) engaged Hudson Cook, LLP, a nationally recognized law firm specializing in consumer finance and compliance, to review and provide a legal opinion on its vSignature System—a proprietary electronic contracting platform that enables retailers to electronically execute and manage contracts for goods and services, including vehicles, powersports, RVs, and marine products.

The opinion letter provides a detailed, reasoned legal analysis addressing whether the vSignature System satisfies the requirements of the Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and Article 9 of the Uniform Commercial Code (UCC), collectively referred to as the Electronic Commerce Laws.

Summary of Legal Findings

After a comprehensive review, Hudson Cook concluded that, under applicable law and based on the system description certified by VisionMenu, a court of competent jurisdiction should hold the following:

• Electronic Record Compliance: The vSignature System is capable of creating electronic records and electronic signatures in full compliance with ESIGN, UETA, and UCC Article 9.

• Legal Validity: Contracts executed through the vSignature System cannot be denied legal effect, validity, or enforceability solely because an electronic record or signature was used.

• Consumer Copy Requirement: The system’s delivery of executed consumer copies—either in printed or electronic form—satisfies all retention and delivery requirements under applicable electronic commerce laws.

Supporting Analysis

Hudson Cook’s legal analysis determined that the vSignature System:

• Meets all definitional requirements for creating and storing electronic records in retrievable form.

• Uses technology and procedures that produce valid electronic signatures, including typed names, stylized signatures, or drawn signatures applied by mouse or touchscreen.

• Maintains detailed system logs linking each signature action to a specific user and record, establishing traceability and evidentiary reliability.

• Provides a General Consent process, requiring consumers to affirmatively agree to transact electronically before proceeding.

• Ensures consumers receive retention copies of executed contracts via email or printed copy, fulfilling disclosure and retention obligations.

The firm further verified that the system satisfies UCC Article 9 requirements for authenticated electronic records, including contracts that grant security interests, and concluded that the electronic signing process demonstrates clear intent and attribution from the consumer.

Assumptions and Limitations

Hudson Cook’s opinion relies on the accuracy of VisionMenu’s certified system description and assumes:

• All contract forms used are legally valid and suitable for electronic execution.

• Consumers receive executed copies immediately after signing.

• Dealers do not modify the system in ways that would undermine its compliance framework.

The firm’s review was limited to the statutory requirements of ESIGN, UETA, and UCC Article 9 as of April 2021 and does not extend to other state-specific variations or regulatory requirements.

The opinion is intended solely for VisionMenu’s benefit and may not be relied upon by any other party without written consent from Hudson Cook, LLP.