U.S.A. RETAIL MINIMUM ADVERTISED PRICE (MAP) POLICY Flowmaster, B&M and Hurst Shifters

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1 U.S.A. RETAIL MINIMUM ADVERTISED PRICE (MAP) POLICY Flowmaster, B&M and Hurst Shifters Driven Performance Brands manufactures the best engineered, highest quality performance products in the industry. All of our products are positioned to be competitively priced while maintaining a fair margin for retailers and a high perceived value. To support our resellers efforts, Driven Performance Brands has established policies allowing resellers to earn the profits necessary to maintain the high level of customer service expected from our dealers. Retailers promoting discounted pricing on Flowmaster, B&M or Hurst Shifter products affect the perceived value of the product. In an effort to protect the integrity of the brands we have instituted a Minimum Advertised Pricing policy to provide service and support to customers. Definitions MAP means the Minimum Advertised Price as shown on each respected brands most current Product Price List. Promotional Funds means funds for which a reseller may be eligible in accordance with a Program. Program means any Flowmaster, B&M or Hurst Shifters promotion program communicated by an authorized representative of Flowmaster, B&M or Hurst Shifters which covers specific products for a defined program period with specific benefits and participation requirements. Covered Advertising is any activity that pictures or otherwise describes a Covered Product. Covered Products means all products with Active status on the following brands Current Price List indicating a MAP price: Flowmaster, B&M and Hurst Shifters. Covered Products are subject to this Policy. Third Party means any entity that Driven Performance Brands does not have a direct buyer / seller relationship with. Driven Performance Brands Minimum Advertised Price (MAP) Introduction This policy establishes advertised price standards for Driven Performance Brands products. Advertised pricing of Covered Products must comply with this Policy in order to be eligible for Promotional Funds. Driven Performance Brands will not provide Promotional Funds for advertisements that do not comply with this Policy. This MAP policy is designed to (1) protect reseller margins so, that desirable pre-sale and post-sale services and infrastructure can be provided by our channel partners (2) support the Flowmaster, B&M and Hurst Shifters brands as premium offerings. MAP applies only to minimum advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the minimum advertised prices established by each brand. Each reseller is free to set its actual resale price for any product independently. Page 1 of 5

2 Policy Coverage This MAP policy covers all Flowmaster, B&M and Hurst Shifter resellers located in the United States of America. Although resellers remain free to establish their own resale prices, Driven Performance Brands will, without assuming any liability, unilaterally impose sanctions as described in this policy against resellers who advertise the covered products at prices below those specified herein. Driven Performance Brands will not discuss any conditions of acceptance related to this MAP policy, as it is non-negotiable and will not be altered for any reseller. Driven Performance Brands neither solicits, nor will it accept, any assurance of compliance with this MAP policy. Applicability This Policy applies to advertising by all categories of resellers who are eligible for Programs or Promotional Funds, including without limitation: A. Resellers B. Distributors C. Channel Partners Each reseller is responsible for ensuring that its advertising complies with this Policy Covered Products The current listing of products and applicable MAP prices are published at the corresponding brand s website: Which may also be requested any time at MAP@dpbrands.com. Products and MAP may be changed from time to time at Driven Performance Brands sole discretion. Resellers are responsible for remaining current with MAP policy and Covered Products. Products that are not Covered Products are not subject to the MAP policy. Each advertisement of a Covered Product priced below the MAP will be a violation of the policy. The MAP policy applies to all advertisements of Covered Products in all media without limitation. Advertising The types of advertising covered by this Policy are: Print advertising such as posters, newspapers, magazines, print inserts, Yellow Pages, and other directories. Broadcast advertising such as radio and TV. Direct advertising such as catalogs, flyers, coupons, newsletters, direct mail pieces, and broadcast faxes, whether mailed, hand delivered, or shipped in-box with product. Electronic mail ( ) advertising under MAP price. Any web pages that link from the are considered part of the advertisement. Internet advertising such as banner, pop-up, and pop-under ads. Any web site accessible to the public including retailers, club membership sites, e-tailers, shopping sites, auction sites, forums etc. Any level of a web site including the shopping cart is considered an advertisement. Such website features as Click for price and automatic price display for any items prior to being placed in a customer s shopping cart. Page 2 of 5

3 The types of advertising not covered by this Policy are: Direct mail, , or web sites that support employee purchase programs or other limited access programs such as Friends & Family are not covered by this Policy provided that access to the promotions and pricing is restricted by a customer unique identification such as a username/password and is not accessible to the general public. Loyalty or award programs when the award is based on points and not equated to a specific dollar denominated benefit or credit. Conventions Bundling and Value-Added Offers: All bundles must be advertised at or above the cumulative MAP Policy price of the Covered Products. If a Covered Product is bundled with a non-driven Performance Brands product, the advertised bundle price must be at or above the MAP Policy price of the Covered Product plus the price of the non-driven Performance Brand product, if sold separately. If a Covered Product is bundled with a gift card or similar item with a specific dollar value, the advertised bundle price must be at or above the MAP price of the Covered Product plus the value of the other item. The advertisement cannot state or imply that the Covered Product is free or discounted in any way. Bundling should not be used to camouflage discount advertising of Covered Products. Discounts and Savings Call-Outs : Advertisements for Covered Products may include category, percentage or specific dollar amount discounts. If such discounts result in a net price lower than the MAP Policy price of a Covered Product, then such advertisement will be a MAP violation unless the category discount applies proportionally to similar products or suppliers. Policy Violations / Consequences In the event a reseller chooses not to follow the Driven Performance Brands MAP policy, sanctions will be unilaterally imposed by Driven Performance Brands. Violations of this MAP policy shall be determined by Driven Performance Brands at its sole discretion. Driven Performance Brands will not accept any communication from a reseller who has violated this MAP policy regarding the violation or the willingness of the reseller to bring its prices into compliance with the MAP policy. 1 st Infraction: A verbal or written warning of the violation(s) will be given by our MAP monitoring team. The reseller will have 24 hours to comply before it is considered a second infraction. 2 nd Infraction in a one year period: Forfeiture of all Promotional Funds for a thirty (30) day period (for all sales Promotional Funds due during the month of the infraction). Removal of the resellers name from all Driven Performance Brands website referral programs for thirty (30) days. 3 rd Infraction in a one year period: The third infraction will include all of the above items plus: Forfeiture of all Promotional Funds for a ninety (90) day period (for all sales Promotional Funds due during the 90 day period beginning with the month of infraction). Removal of the resellers name from all Driven Performance brands website referral programs for ninety (90) days. Page 3 of 5

4 4 th Infraction in a one year period: Elimination of the account s Warehouse Distributor status which includes pricing and promotion funds for a period of one hundred and eighty days (180) days. Continued Covered Advertising in conflict with this MAP policy will result in an account s loss of all the above items permanently along with losing the right to use Flowmaster, B&M and Hurst Shifters imagery and all Intellectual Property at the sole discretion of Driven Performance Brands. Third Party Violations Driven Performance Brands Distributors who are provided Promotional Funds are subject to the same penalties outlined above if their customer does not abide by this MAP policy. Driven Performance Brands reserves the right to revoke the use of Flowmaster, B&M and Hurst Shifters imagery and other intellectual property to any Third Party that does not abide by this MAP policy. Third Party violators will be reported to Driven Performance Brands distributors. This Policy does not affect your actual retail price. Each reseller is free to set its actual resale value for any product independently. FAQ s Would advertising that states Call for price or Too low to print or promises to beat any advertised price be a violation of the Policy? No. Would advertising that states See shopping cart for price violate the Policy? As long as the pricing in the shopping cart complies with Driven Performance Brands MAP policy, there would be no violation. May I appeal Driven Performance Brands decision regarding a Policy violation? No. What if an employee or media supplier makes a mistake that results in a violation? It is the reseller s responsibility to monitor its own advertising. Driven Performance Brands will not differentiate between intentional and accidental violations when enforcing the Policy. Can I submit my ads in advance to be approved for Policy compliance? Although Driven Performance Brands representatives may review ads for a variety of reasons, Driven Performance Brands does not approve ads for Policy compliance. Each reseller is solely responsible for an ad s compliance with this Policy. Does the MAP Policy apply to advertisements for used or refurbished products? No, as long as the product is clearly identified in the advertisement as used or refurbished. Policy Modifications Driven Performance Brands reserves the right at any time to modify, suspend, or discontinue the MAP policy in whole or in part or designate promotional periods during which the terms of the policy change or designate periods of time during which the policy is not applicable. Page 4 of 5

5 Authority Driven Performance Brands alone is responsible for enforcing this Policy and will do so unilaterally. Driven Performance Brands designated MAP Policy Manager (see below) is the only person authorized by Driven Performance Brands to communicate MAP Policy updates, changes, or decisions. No other Driven Performance Brands representative or agent is authorized to confirm compliance with, discuss, or amend this Policy. Driven Performance brands will not communicate with any reseller regarding another reseller s advertising practices. Driven Performance Brands has the right to change prices, change this policy, and add or remove Covered Products at any time. DRIVEN PERFORMANCE BRANDS SALES PERSONNEL HAVE NO AUTHORITY TO MODIFY OR GRANT EXCEPTIONS TO THIS POLICY OR HAVE ANY COMMUNICATIONS WITH ANY RESELLER REGARDING VIOLATIONS OF THIS MAP POLICY. Contact Information All questions or comments regarding this MAP policy are to be directed to the policy administrator at: MAP@dpbrands.com. The policy administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to resellers. This policy is unilaterally effective August 1, 2012 and updated May 15, Nate E. Shelton Chief Marketing Officer Driven Performance Brands 100 Stony Point Rd., Suite 125 Santa Rosa, CA Page 5 of 5