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SPY OPTIC INC. MINIMUM ADVERTISED PRICE 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 from providing them with consistent, high-quality customer service on 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, SPY has unilaterally adopted the following Minimum Advertised Price Policy (the “Policy”) applicable to all authorized retailers of SPY products (“Retailers”) in the United States, including, but not limited to, brick-and-mortar retailers, online retailers (including sales via Amazon.com), and catalog retailers.

  1. The purpose of this Policy is to provide Retailers 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 at all times and in all manners possible. This Policy is also enacted to encourage creative competition between Retailers.

  2. SPY does not seek, 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 Policy. SPY will not discuss any conditions of acceptance related to the Policy, as it is non-negotiable and will not be altered for any Retailer.

  3. While Retailers remain free to advertise and sell SPY products at any price they deem appropriate, it is a violation of this Policy, to advertise or promote any price for any SPY product listed on Exhibit A hereto (the “MAP Product List”) that is below SPY’s Minimum Advertised Price (“MAP”). SPY is solely responsible for establishing the MAP for any SPY product and for communicating the MAP to all Retailers. SPY may amend or modify the MAP Product List at any time in its sole discretion.

  4. The Policy applies to any advertised price (whether advertised using print media, email newsletters, email solicitations, Internet or similar electronic media, television, radio, billboards, online advertisements, paid search advertisements, shopping comparison advertisements, ad landing pages, blogs, social media, signage (except signs displayed within a brick-and-mortar selling location), or any other form of advertising) for any SPY product on the MAP Product List. This Policy specifically encompasses “click for price” features on any website advertising that suggest a below-MAP advertised price; however, it is not a violation of the Policy for Retailers to advertise that a customer may call or email for price as long as no price is listed and no automated call, text message, email, or other automated “bounce-back” message is used in response.

  5. 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.

  6. This MAP Policy does not prevent any Retailer from independently and unilaterally determining the price at which it will advertise or sell products on the MAP Product List. Retailers remain free to set prices independently and to independently determine whether to abide by SPY’s Manufacturer Suggested Retail Price (“MSRP”) in establishing their retail prices. Each Retailer also remains free to independently determine whether to abide by or disregard this Policy.

  7. SPY will take the following actions against any Retailer using advertisements that do not comply with this Policy:

    a) For a Retailer’s first violation of the Policy, SPY will notify the Retailer in writing of such failure.

    b) For a Retailer’s second violation of the Policy during a single 12-month period, SPY will notify the Retailer in writing of such failure; revoke the Retailer’s “authorized” status for thirty (30) days; and place the Retailer’s account on shipping hold for thirty (30) days, resulting in SPY’s revocation of any pending orders, cancellation of any pending shipments, and refusal to accept new orders from the Retailer for 30 days.

    c) For a Retailer’s third violation of the Policy during a single 12-month period, SPY will revoke the Retailer’s “authorized” status and terminate its business relationship with the Retailer.

    A continuing violation of the Policy will be deemed to constitute a subsequent violation if it continues for more than seven (7) days after the Retailer receives notice of the violation.

  8. No SPY employee or agent is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to abide by this Policy; or otherwise discuss any aspect of this Policy with any Retailer, including that Retailer’s or any other Retailer’s compliance with the terms of the Policy, except through the written notice specified in the prior paragraph. 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. This Policy does not confer any rights on any Retailer, as a third-party beneficiary or otherwise, concerning the prices that any other Retailer may advertise or offer. If notified of any Policy violation, SPY does not undertake any obligation to enforce this Policy as against any other Retailer except as determined in its sole discretion. Any questions about this Policy should be submitted in writing and directed to SPY’s MAP Policy Administrator at pricing@spyoptic.com. SPY will accept no other form of communication from Retailers regarding the Policy.

  9. All matters of interpretation and application of the terms of this Policy remain within SPY’s sole discretion. SPY reserves the right to modify this Policy at any time without notice. This Policy is effective as of the Effective Date set forth above and supersedes all prior SPY policies regarding minimum advertised prices or resale prices for SPY products applicable to all Retailers.