Sponsored by ESRA Member Organization ESRA Spring Member

Sponsored by ESRA Member Organization ESRA Spring Member Meeting May 9, 2018 © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

Chairman’s Welcome Harry Gardner| Docutech © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

© 2018 ESRA. All rights reserved. | Confidential &

ESRA Organizational Chart Board of Directors Staff Administrative Events & Education Planning Committee Marketing & Communications Committee Plan, coordinate and produce engaging educational programs, activities and events. Create brand awareness and drive membership growth by overseeing ESRA’s marketing and messaging efforts. © 2018 ESRA. All rights reserved. | Confidential & Staff Public Policy Membership Committee Recruit, retain and engage ESRA membership, in collaboration with other committees. Public Policy Committee Develop and implement policy initiatives in support of ESRA’s core mission. Standards Committee Develop and publish standards that encourage the use and acceptance of digital transactions.

e. Sign. Records 2018 Update Brian Webster| Webster Wells Fargo © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

e. Sign. Records 2018 Nov. 14 -15, 2018 Treasure Island Las Vegas, NV © 2018 ESRA. All rights reserved. | Confidential &

e. Sign. Records 2018 Preliminary Agenda Wednesday, November 14 9 a. m. Registration + Network breakfast 10 a. m. Opening Remarks 10: 15 a. m. Chairman Remarks 10: 30 a. m. Session A 1 - Keynote 11: 30 a. m. Break 11: 45 a. m. Session A 2 12: 15 p. m. Session A 3 12: 45 p. m. Session - Quick Demos 1: 15 p. m. Roundtable Lunch 2: 30 p. m. Session B 1 3 p. m. Session B 2 3: 30 p. m. Break 3: 45 p. m. Session B 3 4: 15 p. m. Session B 4 4: 45 p. m. Session - Quick Demos 5: 15 p. m. Wrap up 5: 30 p. m. Reception © 2018 ESRA. All rights reserved. | Confidential & Thursday, November 15 9 a. m. Registration + Network breakfast 10 a. m. Session C 1 - Keynote 10: 45 a. m. Session C 2 11: 15 a. m. Break 11: 30 a. m. Session C 3 noon Session - Quick Demos 12: 30 p. m. Roundtable Lunch 1: 45 p. m. Town Hall Meeting 2: 45 p. m. Session D 1 3: 15 p. m. Session - Quick Demos 3: 45 p. m. Break 4 p. m. Session D 2 4: 30 p. m. Session D 3 5 p. m. Wrap up

e. Sign. Records 2018 Speaker Topics We are looking for a pragmatic or macroeconomic approach or future trends in the following areas: • • © 2018 ESRA. All rights reserved. | Confidential & Case Studies – Real World Implementations Blockchain and Distributed Ledgers and Smart Contracts Digital Identity and Authentication Digital Transactions on Mobile Devices and Phones E-Notarization and E-Recording Industry Trends and Use of E-Signatures and Digital Transactions Security and Privacy and ADA Issues in Digital Transactions

Legal Update & Regulatory Review Margo Tank & David Whitaker| Whitaker DLA Piper © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

Accepting Third-Party Electronically Signed Documents • Growing trend – companies look to accept documents that have been signed using third party processes and then presented to the company for acceptance and reliance. Three general categories: ▫ Electronic documents that have been signed using a third party’s electronic signature process but that are delivered electronically with a “flattened” electronic signature -that is, without certain metadata (e. g. , descriptive, structural and administrative); ▫ Electronic documents that have been signed using a third party’s electronic signature process, but have been flattened by being printed out, and delivered to the company on paper or sent by facsimile; and ▫ Electronic documents that have been signed using a third party’s electronic signature process and delivered electronically with “dynamic” attributes, including metadata about the signing process and the integrity of the document. © 2018 ESRA. All rights reserved. | Confidential &

Accepting Third-Party Electronically Signed Documents • Key issues ▫ Legal sufficiency of the signing process ▫ Attribution of signature ▫ Integrity of signed record • What to accept? ▫ Accept only dynamically signed electronic records ▫ Accept dynamic and flattened electronic records – no paper print outs ▫ Accept all three categories • Alternative acceptance policies ▫ Accept only documents signed on a designated platform or platforms approved by the Company ▫ Accept documents signed on most well-known platforms ▫ Accept any document that does not have explicit indicia of unreliability © 2018 ESRA. All rights reserved. | Confidential &

Accepting Third-Party Electronically Signed Documents • Procedures and training ▫ Eligibility and acceptance criteria May vary by document type May vary by transaction size or liability exposure • Acceptance Procedures ▫ Training for intake employees ▫ What to look for Stare-and-compare Inspection of metadata Inspection of accompanying audit logs • Reps and warranties or certification • Retention of transmittal communications © 2018 ESRA. All rights reserved. | Confidential &

Attribution and relying on an email address • Many electronic signature transactions start with an email invitation with a link to the documents to be reviewed and signed • The invitation email may be forwarded by the recipient, and the link activated by someone else – who proceeds to sign the documents, using the name of the email addressee, without authorization • So, even if the email address is included in the audit trail, it may not provide evidence of the signer’s identity sufficient for attribution of the signature, if the signer disputes the signature – See IO Moonwalkers v. Bank of America • Options ▫ Two-factor authentication for the signer (use of call-back or OTP) ▫ KBA test (mostly useful for consumer transactions) ▫ Agreement for reliance on stated identity of signer, based on delivery of documents to authorized email address, in corporate resolutions/authorizations © 2018 ESRA. All rights reserved. | Confidential &

Key legislative and regulatory developments • Blockchain/smart contract legislation ▫ UETA revisions Arizona Tennessee Response from ESRA and the Chamber of Digital Commerce ▫ Sandbox legislation Arizona • Wyoming Potpourri • Federal regulators and Blockchain ▫ SEC and CFTC ▫ FTC • Federal Motor Carrier Safety Administration © 2018 ESRA. All rights reserved. | Confidential &

Key judicial developments • Solartech Renewables, LLC v. Vitti – WHAT’s not an electronic record? • Cobble v. 20/20 Communications, Inc. – Proof of non-bypassable employee online onboarding process sufficient to establish employee review and execution of agreement, even if there is no longer a copy of the signed agreement • Prasad v. Pinnacle Management Services Company, LLC – Incomplete signature process may still establish that agreement was signed. • Theberge v. Sportswear, Inc. – Minimum contacts required for jurisdiction really are “minimal” • IO Moonwalkers v. Bank of America – Even if signer unauthorized, signature platform audit trail can provide evidence of elements necessary for contract ratification © 2018 ESRA. All rights reserved. | Confidential &

Questions? Margo H. K. Tank Partner +1 202. 799. 4170 margo. tank@dlapiper. com © 2018 ESRA. All rights reserved. | Confidential & R. David Whitaker Partner +1 312. 368. 2199 david. whitaker@dlapiper. com

Break © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

e. Notary Update Penny Reed| Reed Wells Fargo © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

Disclosure The views expressed during these presentations are directional and informative only and participants are urged to complete further research. © ESRA 2017 © 2018 ESRA. All rights reserved. | Confidential &

e. Notary Vernacular Just a reminder of terms § ESIGN – Electronic Signatures in Global and National Commerce Act § UETA – Uniform Electronic Transactions Act § RULONA – Revised Uniform Law of Notarial Acts § ULONA - Uniform Law of Notarial Acts § URAA – Uniform Recognition of Acknowledgements Act § UAA – Uniform Acknowledgements Act § URPERA – Uniform Real Property Electronic Recording Act § ULC – Uniform Law Commission § PRIA – Property Records Industry Association § RON – Remote Online Notarization © 2018 ESRA. All rights reserved. | Confidential &

e. Notary Findings e. Notary essentially controlled at the State Level • Under ESIGN, UETA and/or URPERA, e. Notary should be an authorized act for most document types. • However, various state laws controlling real estate transactions complicate the adoption of e. Notary and therefore remote notary • Additional witness requirements • Recording requirements • Nexus for real estate transactions • Recording requirements identified as largest obstacle for uniform statewide adoption. © 2018 ESRA. All rights reserved. | Confidential &

Current State of the States - UETA • Current state is stable with no new activity in non-UETA states • ULC expressed reluctance to re-open UETA for revisions due to difficulty in agreement and adoption of current version • UETA currently does not address creating tangible records from electronic originals. © 2018 ESRA. All rights reserved. | Confidential &

Current State of the States - URPERA • URPERA adoption is increasing • Does not address tangible copies • Informal survey of recorders reveal many stated reasons for lack of adoption • Lack of written guidance for converting e. Docs to tangible records is an issue for many recorders. © 2018 ESRA. All rights reserved. | Confidential &

Current State of the States - RULONA • Activity has increased greatly in 2018 as states feel pressure for e. Notary. • Action needed to include “paper-out” ability for recorders. © 2018 ESRA. All rights reserved. | Confidential &

Current State of the States - RULONA 2016 Amendment • This amendment allows remote notary for principals located outside US. © 2018 ESRA. All rights reserved. | Confidential &

Current State of the States – “e” and “RON” • States enacted and active: Montana, Virginia • States enacted for 2018 -2019 effective dates: Indiana, Nevada, Tenessee, Texas • States with active legislation in flight: ▫ ▫ ▫ ▫ California RON: Passed initial committee unanimously sent to Appropriations Colorado RON: Passed Senate in House Judiciary Committee DC e. N: Introduced (inactive) RULONA: Introduced (inactive) Georgia RULONA: Introduced (inactive) Attorney Requirement: In Committee Kentucky: e. N and RON: Preparing for reintroduction Louisiana: Three bills in flight Massachusetts: e. N Study in Committee Maryland: Task force in formation Missouri RON: Passed Senate in House Committee Nebraska RON: Introduced (inactive) Ohio RON: Introduced in Committee Oklahoma RON: Introduced in Committee Pennsylvania RON: Re-referred to Appropriations South Dakota RULONA: Passed House, tabled in Senate © 2018 ESRA. All rights reserved. | Confidential &

Electronic Document Presentment Giovanni Moro| Moro Wells Fargo © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

The customer perspective Customers desire choice of channel and device • Consumable content should be is scalable, responsive, and meet accessibility standards (ADA) • Simplified, engaging design patterns guide customers through consumption of information and gives them confidence in comprehension • Document structures need to move away from “pages” to content that can be consumed and optimized on any device • Anytime/ anywhere access * From a study commissioned by Wells Fargo conducted by Versta Research produced the Quantitative Research and IBM Interactive Experience produced the Qualitative Research © 2018 ESRA. All rights reserved. | Confidential & • 93% of consumers use online banking * • 64% of consumers use online banking on a mobile device *

Online delivery Unique benefits § Information can be made more easily consumable § Capabilities can address sight-impaired challenges § Speed of delivery and traceability of interactions § Secure digital increases data protection Constraints § Regulations are often paper-based § A common, industry-standard format or process © 2018 ESRA. All rights reserved. | Confidential &

The document journey Who owns or controls document content? Format of the document How do we present it? How must it be fulfilled? How do we store it? § Ownership dictates controls and policy (Gov, IRS, Regulator, Bank, Investor, 3 rd party) § It is important to know the purpose of the document / content § Electronic presentment necessitates industry-driven content standards & schema § Consider format for transaction storage (data, dynamic pdf, images) § Rules for post-transaction storage (repository, investor, custodian, downstream use) © 2018 ESRA. All rights reserved. | Confidential & What to do with it afterward?

Lunch © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

Workgroup “ 5 -Minute Updates” Ken Moyle| Moyle K 6 Partners 1. e. Notary | Michael Chodos 2. CA UETA & CA recording barriers | Paul Flores 3. e. Closing & e. Mortgage | Harry Gardner 4. e. IDAS | Michael Laurie 5. 6. 7. 8. Electronic Wills | Ken Friedman FRB & FHLB | Mark Fiero Blockchain | Dave Brinkman e. Titling | Ann Gunning © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

CA e-Recording Barriers Objectives What we’re doing • Situation ▫ Amend Electronic Recording Delivery Act of 2004 and rules that limits recording of digital instruments ( i. e. deeds, trust deeds, easement deeds, etc. ) • Accomplishments ▫ AB 2413 Signed by Gov. Brown in 2016 ▫ Advisory Electronic Recording Delivery Committee submitted to DOJ amendments to administrative regulations in 2017 which need to be processed before being adopted in 2018 or 2019 • Next Actions ▫ Work in tandem with various stakeholders in CA regarding adoption of statutory amendments that clearly authorizes online e-Notarial Public Acts • Strategy ▫ Collaborate with stakeholders including CA Dept. of Justice, California Land Title Assn. , vendors and CA County Recorders to amend Government Code and administrative regulations © 2018 ESRA. All rights reserved. | Confidential &

CA UETA Non-Confirming Exceptions Objectives What we’re doing • Situation ▫ CA adopted exceptions to UETA that were not part of NCCUSL Model Statute ▫ Need to eliminate non-conforming exceptions • Strategy ▫ Develop and distribute ESRA White Paper that addresses advantages of Digital Solutions from a consumer’s perspective ▫ Identify, plan and meet with key CA Tech Caucus state legislators in 2019 ▫ Anticipate and mitigate against Proconsumer organization push back • Accomplishments ▫ ESRA White Paper “ Move to Digital Communication: Report on Consumer Benefits of Electronic Records (Nov. 2017) ▫ Key legislators identified ▫ Draft Amendment to CA Code • Next Actions ▫ Recruit new members for this project ▫ Draft Talking Points based on White Paper ▫ Develop and schedule visits with CA legislators in 2019 © 2018 ESRA. All rights reserved. | Confidential &

e. Mortgage Workgroup Objectives What we’re doing • Promote / support e. Mortgage adoption ▫ Possible areas of focus: • Identify / help clear roadblocks ▫ e. Notarization (separate ESRA workgroup) ▫ Investor acceptance (separate ESRA workgroup) • Educational / promotional? Not currently a priority, because… ▫ Industry awareness at an all-time high ▫ Lenders very interested ▫ ROI has been tackled by some; Fannie Mae published e. Mortgage Calculator tool • Monitoring developments of all aspects • Looking for specific areas of need that are not being addressed by other workgroups or industry efforts © 2018 ESRA. All rights reserved. | Confidential &

Vehicle e. Titling Project Objectives What we’re doing • Situation ▫ Need for interstate and intrastate electronic processes for automating the public document processing involved with vehicle financing and sales, specifically registration and titling. • Strategy ▫ Educate, influence, encourage, share best practices among states individually and through AAMVA on e. Titling. ▫ Provide feedback to NHTSA, AFSA/NTSF on electronic records and recommendations for e. Titling. • Accomplishments ▫ Established shared repository of state practices, regulations, legislation on e. Signature, e. Odometer, e. POA, as related to e. Title. ▫ Reviewed March 2018 AAMVA e. Odometer Task Force Report. ▫ Meeting, communicating, influencing states; sharing advances states are making among members • Next Actions ▫ Continue outreach to states regarding e. Titling areas. ▫ Continue to build repository of state info. ▫ Monitor activities from AAMVA, NHTSA. ▫ Publish paper or findings to assist states with making progress towards e. Titling. © 2018 ESRA. All rights reserved. | Confidential &

FHLB/FRB Acceptance Project Objectives What we’re doing • Situation ▫ FHLB and FRB have been reluctant to accept e. Notes as collateral • Strategy ▫ Gain understanding of obstacles to acceptance ▫ Contact various banks to obtain different perspectives • Accomplishments ▫ Determined Barriers to Acceptance © 2018 ESRA. All rights reserved. | Confidential & Non-MISMO Compliant Documents Lack of Secondary Market Lack of Authoritative copy ▫ Multiple FHLB banks are actively working towards acceptance ▫ Increased awareness of the problem • Next Actions ▫ Monitor progress at various banks ▫ Publicize ESRA support for e. Note collateral acceptance.

E-Notary and Remote Notary Objectives What we’re doing • Notarization: ▫ Adoption of e-notarization one key driver of expanding use of e-commerce and e-gov • Strategy ▫ Use ESRA credibility to Elevate Issue, Support model legislation ▫ Be a neutral voice, beyond just mortgage, for tech neutrality, interoperability ▫ Participate visibly in policy, standardssetting fora • Accomplishments ▫ Distribute ESRA Policy Statements re e. Notary, Remote Notary re legislation ▫ Update membership on legislation, policy ▫ Participate in NASS, MISMO, PRIA, MBAALTA, ULC • Next Actions ▫ Influence legislation, standards ▫ Comment on pending remote regs ▫ Publish analysis of legislation and tech neutrality before next cycle? © 2018 ESRA. All rights reserved. | Confidential &

Electronic Signatures for Wills Objectives What we’re doing • Situation ▫ As of January 1, 2017, one state allowed electronic signatures on wills (Nevada) with a methodology no one understood or used. ▫ Meanwhile, according to the American Bar Association, 55 percent of American adults do not have a will or other estate plan in place. • Strategy ▫ Legislative action at state level. • Accomplishments ▫ Nevada Revised e. Will law in 2017 (also established remote notarization). ▫ Nevada law accepted as shared legislation by CSG. ▫ Indiana passed e. Will law in 2018 ▫ As of April 16, 2018, an Arizona e. Will bill has passed the House and Senate and awaits concurrence for changes. ▫ A bill was introduced in California during April 2018. ▫ The ULC has formed a drafting committee and is working on its second draft. • Next Actions ▫ Work with California. ▫ Determine priorities for 2019. © 2018 ESRA. All rights reserved. | Confidential &

Blockchain Objectives What we’re doing • Situation ▫ As an emerging solution to a multitude of opportunities, the blockchain committee looks for both opportunities to learn and advocate blockchain in both industry and legislation. • Strategy ▫ The ESRA Blockchain PPC meets every two weeks to review news items, hear presentations from real-world implementors and look for areas where we may influence public policy. • Accomplishments ▫ Joint Stmt CA AB 2658 w/Co. DC, ESRA & Pat Fry ▫ Cook County, Deputy Recorder of Deeds ▫ CU Ledger, Blockchain in Credit Unions • Next Actions ▫ Presentations ▫ News Digest ▫ Opportunities to influence © 2018 ESRA. All rights reserved. | Confidential &

e. IDAS Guidance Objectives What we’re doing • General guidance on complying with e. IDAS ▫ e. IDAS is a vast, detailed regulation with supporting regulations and standards since 2016. Its complexity has created confusion on which types of e-signatures are required in various business situations and geographies. • Strategy ▫ Assist organizations in the understanding of the applicability of the 3 recognized signature types in the EU to select the most appropriate solution for their applications. • Accomplishments ▫ Description of requirements for 3 signature types in EU ▫ General guidance on applicability for each. • Next Actions ▫ Situations/geographies where Qualified services are likely to be required/requested ▫ Characteristics of QES solutions available ▫ Characteristics of AES solutions available © 2018 ESRA. All rights reserved. | Confidential &

Break © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.

Working Huddle Harry Gardner| Gardner Docutech Ken Moyle | K 6 Partners 1. 2. 3. 4. Committee Overviews and Leadership Issue prioritization exercise Committee work (future meeting schedule, goals, etc. ) Brainstorming: Annual Conference Speakers, Sponsors & Exhibitors © 2018 Electronic Signature and Records Association, Inc. All rights reserved. No copyright claimed on images licensed from others. No part of this document may be reproduced or transmitted in any form, by any means (electronic, photocopying, recording or otherwise) without the expressed prior signed permission. This presentation is for purposes of education and discussion; it is intended to be informational only.