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MAP POLICY

Spy Optic Inc. (“SPY”) is committed to making the highest quality, most functional, best-looking eyewear on earth. SPY works with extraordinary athletes, designers and creative people connected by a common obsession with action sports, technology, style, music, the world around us, and the facilitation of world-class performance and unbridled fun. Part of SPY’s success has come from our relationships with our customers and providing them with consistent, high-quality customer service with SPY’s high-quality products. This can only be achieved, however, if SPY’s retailers are adequately motivated to competitively provide such services, and if SPY’s products are appropriately promoted throughout the marketplace. Accordingly, effective immediately, SPY has unilaterally adopted the following Minimum Advertised Price Policy (“MAP Policy”) applicable to all authorized U.S. retailers of SPY products (“Retailers”), including, but not limited to, in-store retailers, online retailers (including sales via Amazon.com), and catalog retailers.

1. The purpose of this MAP Policy is to provide Retailers with a framework for supporting and promoting SPY products; to motivate Retailers to provide high levels of customer service; and to maximize sales opportunities by maintaining and enhancing the SPY brand image with the consumer at all times and in all manners possible. This MAP Policy is also enacted in order to encourage creative competition between Retailers.

2. SPY is not inviting or seeking, nor shall it accept, any agreement by any Retailer to abide by this Policy. Rather, SPY has unilaterally determined that it will only distribute its products through Retailers that consistently comply with the requirements of this Policy. SPY will not discuss any conditions of acceptance related to the MAP Policy, as it is non-negotiable and will not be altered for any Retailer.

3. It is a violation of this MAP Policy, to advertise or promote any price for any SPY product listed on Exhibit A hereto (“MAP Product List”) that is below SPY’s Manufacturer’s Suggested Retail Price (“MSRP”), which SPY is free to establish or modify at any time without notice. The MSRP is also referred to as the MAP.

4. SPY believes that in order to maintain the integrity of the SPY brand, SPY products should be priced in accordance with the MSRP although actual pricing is not encompassed by this MAP Policy.. This MAP Policy is not intended to prevent any Retailer from independently and unilaterally determining the price at which it advertises or resells products on the MAP Product List. Each Retailer remains free to set prices independently and to independently determine whether to abide by or disregard the MAP Policy.

5. The MAP Policy applies to any advertised price (whether advertised using traditional media, email newsletters, email solicitations, Internet or similar electronic media, television, radio, in-store signage, on-line advertisements, paid search advertisements, shopping comparison advertisements, ad landing pages, or any other form of advertising) for any SPY product on the MAP Product List. This MAP Policy specifically encompasses “click for price” or “call for price” features on any website or print advertising; however, it is not a violation of this Policy for Retailers to provide discounted sales prices to internet shoppers in response to a phone or email request.

6. In determining whether a Retailer’s advertised or promoted price falls below the MAP, all discounts, credits, rebates, free-goods, or other discounted products, including Retailer offers to pay sales tax or shipping, shall be included. Any promotional activities that have the effect of advertising a price below the MAP, including, but not limited to, a price-off coupon, product bundle, rebate, storewide sale, promotional code, or other similar item that can be applied to SPY products or from which SPY products are not excluded, are prohibited under this Policy. SPY’s determination concerning whether there has been a violation of the MAP Policy shall be final and binding.

7. This MAP Policy does not confer any direct or indirect rights on any Retailer, as a third-party beneficiary or otherwise, concerning the prices that any other Retailer may advertise or offer. Retailers are expressly prohibited under this MAP Policy from discussing the resale prices of any other Retailer with other Retailers or with any SPY employee or representative. SPY does not undertake any obligation to enforce this MAP Policy as against any other Retailer.

8. The failure to comply with this MAP Policy in any manner shall be grounds for termination of a Retailer’s authorization to sell SPY products. The failure to immediately terminate a Retailer for violation of this MAP Policy, however, shall not constitute a waiver of SPY’s right to take such action at a later date for any past, present, or future violations of this MAP Policy.

9. While SPY reserves the right to immediately terminate any Retailer for any violation of this MAP Policy, SPY understands that there may be instances where a violation is inadvertent. Accordingly, in response to a Retailer’s first violation of this Policy, SPY may provide written notice of a Retailer’s failure to abide by this MAP Policy. Continued non-adherence to the MAP Policy will result in termination or other sanction against the Retailer, which will be imposed at SPY’s sole discretion.

10. SPY does not intend to, nor shall it, coerce any Retailer to comply with this MAP Policy or to otherwise raise prices for any SPY product. If any Retailer believes that it is being subject to any such coercion, it must notify SPY’s Map Compliance Officer at salesops_SPY@SPYOptic.com in writing immediately. No SPY employee or representative is authorized or permitted to discuss any Retailer’s actual or alleged violation of this MAP Policy, except though written notice as specified in the prior paragraph. If any employee or representative engages in such discussion, the Retailer shall notify SPY Map Compliance Officer at salesops_SPY@SPYOptic.com in writing immediately. Failure to provide any written notification required by this paragraph within 30 days of such incident shall constitute a waiver of any claim the Retailer may have under state or federal law concerning such activity.

11. All matters of interpretation and application of the terms of this MAP Policy shall remain within the sole discretion of SPY. SPY reserves the right to modify this MAP Policy at any time without notice.

SPY Legal Department
1896 Rutherford Rd.
Carlsbad, CA 92008