Dear Retailer/Distributor,

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1 Dear Retailer/Distributor, I am writing to make you aware of the Mommi minimum advertised price (MAP) policy as it relates to all Mommi products. Mommi has made great efforts to design and manufacture a premium product that exceeds industry quality and production standards. Mommi has implemented its MAP policy to create a fair competitive landscape for its retail and distribution partners as well as to protect Mommi s reputation and brand image. Please find the MAP policy attached to this letter. We strongly value our relationship with you and recognize the tremendous value you add in selling and/or distributing Mommi Products. Please do not hesitate to contact me with any questions or concerns about the MAP policy, general feedback about the product, or instore collateral/promotions that would be helpful in further promoting Mommi. Thanks for all you do and have a great day, Peter Callister Chief Operating Officer Mommi PO Box 175 Salt Lake City, Utah 84110

2 MOMMI UNILATERAL MINIMUM ADVERTISED PRICING POLICY MommiLife LLC ( Mommi ) strongly believes that its lines of products are of superior quality due to its sourcing of high quality raw materials its investment in manufacturing and production processes. In order to preserve Mommi s reputation and further enhance its brand image and its competitiveness in the marketplace, Mommi is unilaterally instituting this policy of minimum advertised price standards for specific Mommi products referenced below, which represent new line extensions and/or the reformulation/rebranding of an existing line of products (collectively, the Covered Mommi Products ). This unilateral Minimum Advertised Price Policy ( MAP Policy ) will become effective August 11 th, 2014 and will apply to distributors and retailers, including catalog and internet retailers (collectively, Resellers ), who resell the Covered Mommi Products listed below at retail to end users located in the United States. As noted, this MAP Policy will only apply to Covered Mommi Products, which at this time shall be limited to the products within the Mommi 3-in-1 product line. Mommi reserves the right in its sole discretion to add additional Mommi products or remove Mommi products from the list of Covered Mommi Products subject to the Company s MAP Policy. Mommi greatly values the efforts of all Resellers to distribute Mommi products and support our customers. This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced. This MAP Policy shall work under the following guidelines: 1. The Minimum Advertised Price ( MAP ) for each Covered Mommi Product shall be no less than the price for such product set forth in Exhibit A. The MSRP and MAP for Covered Mommi Products may be updated from time to time and all Resellers should check the Retailer Catalogue for current MSRPs. Each advertisement in media of a Covered Mommi Product that is less than price described in Exhibit A will be a violation of this MAP Policy. 2. This MAP Policy applies to all advertisements of Covered Mommi Products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, newsletters, solicitations, internet or similar electronic media, television, radio, and public signage. This MAP Policy is not applicable to any in-store advertising in a retail location that is displayed only in the store and not distributed to any customer(s), including by way of example, but not limited to, point-of-sale signs, stickers, hangtags, and bar codes. A retail location is defined as the physical place where end users can physically buy and take immediate delivery of Covered Mommi Products. This MAP Policy does not apply to products discontinued by Mommi. 1 P a g e M o m m i M A P P o l i c y

3 3. The inclusion in advertising of free or discounted products (whether made by Mommi or another manufacturer) with a Covered Mommi Product subject to this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the Covered Mommi Product below the MAP (i.e., less than the MAP price described in Exhibit A). 4. If pricing is displayed, any strike-through or other alteration of the MSRP that is paired with a discount price below the MAP (i.e., less than the MAP price described in Exhibit A) is prohibited. 5. This MAP Policy applies only to advertised prices and does not apply in any way to a Reseller s actual selling prices; every Reseller s retail sales prices for any and all Mommi products, including but not limited to any Covered Mommi Products, remain wholly within each Reseller s discretion. 6. This MAP Policy does not establish maximum advertised prices. All Resellers may advertise Covered Mommi Products at any price in excess of the MAP or the MSRP. 7. Internet auctions may not display or have reserved bid or other acceptable prices for Covered Mommi Products below the MAP (i.e., less than the MAP price described in Exhibit A). 8. Pricing listed on an internet site is considered an advertised price and must adhere to this MAP Policy. Once the pricing is associated with an intent to purchase (added to shopping cart or order), the price becomes the selling price and is not bound by this MAP Policy. Statements such as add to basket to see price, we will match any price, call for price or phrases of similar import are acceptable as long as the price advertised or listed for the products is not below the MAP (i.e., less than the MAP price described in Exhibit A). In addition, discounts applied at checkout to the entire order based on a customer s purchasing history with the Reseller, such as discounts for frequent shoppers, do not violate this MAP Policy. 9. This MAP Policy is solely within Mommi s discretion. No Mommi employee or sales representative has any authority to negotiate, modify or grant exceptions to this MAP Policy. Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid. All questions about this MAP Policy should be in writing and directed via U.S. Mail to MAP Policy Administrator, MommiLife LLC, and PO Box 175, Salt Lake City, Utah or via to Admin@Mommi.com who will respond only in writing. No oral communications about this MAP Policy are authorized. The MAP Policy Administrator, alone or in connection with a third-party MAP monitoring service appointed by the MAP Policy Administrator, shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and 2 P a g e M o m m i M A P P o l i c y

4 receiving any communications regarding sanctions imposed under this MAP Policy. This policy is being established by Mommi unilaterally and therefore is not subject to negotiation. Mommi will implement and take action respecting its MAP Policy unilaterally based upon information deemed sufficient by Mommi, and all such determinations are final. Mommi reserves the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies. 10. From time to time, Mommi may choose to offer special promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the duration and nature of the change. Mommi further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion. Such changes shall apply equally to all Resellers. 11. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by Mommi. As this is a new policy, a first violation of this MAP Policy shall result in a warning letter that will include a deadline to adjust advertised prices to be in compliance with this policy. Upon a second violation, which shall include failing to come into compliance by the deadline provided in a warning letter, Mommi shall (and shall instruct distributors to) cease all sales and shipments of the Covered Mommi Products to the violating Reseller for a period of sixty (60) days. Upon a third violation of this policy within a 12 month period, Mommi shall (and shall instruct distributors to) cease all sales and shipments of the Covered Mommi Products to the violating Reseller. Mommi does not intend to do business with Resellers who degrade the image of Mommi and its products. Mommi need not provide prior notice or issue warnings before taking any action under this MAP Policy. 12. Distributors of Mommi products will supply a copy of this MAP Policy to any new or existing Reseller to which such Distributor sells Mommi products for their records. 3 P a g e M o m m i M A P P o l i c y

5 Exhibit A MAP Pricing by Product Product: Servings: MSRP: MAP: Description: Mommi 3-in-1 10 $27.99 $21.49 Tub with scoop Mommi 3-in-1 14 $39.99 $31.49 Box with single serving packets Mommi 3-in-1 15 $36.99 $27.99 Pouch with scoop Mommi 3-in-1 20 $44.99 $35.99 Tub with scoop 4 P a g e M o m m i M A P P o l i c y