Effective: January 15, 2021

To: DiversiTech Distributors and Online Resellers

Re: UNILATERAL INTERNET MINIMUM ADVERTISED PRICE POLICY

Dear Valued Partner,

Our brand’s success is based on the loyal support of our wholesale distributors and online resellers (“Resellers”), upon whom we rely to promote and sell our products to consumers. To preserve the high quality of our products and service to customers, we have determined that it is in the best interest of our brand to deal only with Resellers that advertise our products at no less than our Internet Minimum Advertised Price or iMAP. Resellers are free to set the actual resale price of any DiversiTech Corporation (hereinafter “DiversiTech”) product, and dealers remain free to sell DiversiTech products at any price. This iMAP Policy applies only to “on-line” advertised prices.

We are committed to providing products of the highest quality, performance, and value. Accordingly, DiversiTech’s objective is to have its Resellers compete on the basis of total value, including quality, price, and service to end users (“Retail Customers”). In order to achieve this goal, DiversiTech is relying on Resellers authorized to sell DiversiTech products to add value in the form of consultative selling and customer support. To promote the ability of Resellers to provide these services, DiversiTech has unilaterally enacted the following internet minimum advertised price policy applicable to all Resellers (“iMAP Policy”). In doing so, DiversiTech seeks to preserve the value of DiversiTech products, the reputation of the DiversiTech brand, and the goodwill of DiversiTech’ S trademarks and copyrights.

DiversiTech does not intend to do business with Resellers who degrade the image of DiversiTech and its products. Therefore, in cases of violation of the iMAP Policy, Resellers will be given one week to bring advertising into compliance. If there is a failure to do so, or in the event of a continued violation of the iMAP Policy, DiversiTech at its sole discretion may withhold promotional program elements (including discounts or rebates), suspend shipment, or terminate its business relationship with the Reseller.

DiversiTech sales representatives do not have authority to modify or grant exceptions to the iMAP Policy. All questions or concerns regarding the iMAP Policy should be made in writing to DiversiTech Online Sales & Advertising Policy administrator at salespolicyenforcement@diversitech.com

Resellers should be in compliance by February 15, 2021. DiversiTech reserves the right to change the iMAP Policy at any time.

Because DiversiTech's trademarks and brand names are used to advertise DiversiTech products, DiversiTech established this iMAP Policy. DiversiTech will not support advertising that depreciates the valuable goodwill of its trademarks or brand names or otherwise damages the DiversiTech name or brands.

This iMAP Policy works as follows:

1.       The iMAP for DiversiTech products is published on DiversiTech’s website at

https://www.diversitech.com/imappolicy

2.      All advertising messages initiated by Resellers and aimed at more than one on-line customer are included in the iMAP Policy. This includes, but not limited to, mobile device applications, banner ads, online and Internet communications (e.g., email, web sites, auctions).

3.      The inclusion in advertising of free or discounted products (whether made by DiversiTech or another manufacturer) with the DiversiTech product is contrary to this iMAP Policy if it has the effect of advertising the price of the DiversiTech product at a discount below the iMAP.

4.      This iMAP Policy applies only to advertised prices. The iMAP Policy does not apply to the actual sales price on any “check-out” page of a website where a Customer purchases the product. Resellers remain free to sell DiversiTech products at any price.

5.        This iMAP Policy does not apply to products that are close out or discontinued.

6.      This iMAP Policy does not limit the ability of Resellers to advertise that “they have the lowest prices,” or to say that “they will meet and beat any competitor’s price,” or to ask customers to “call for a price” so long as the price advertised is not less than the iMAP.

1. While DiversiTech reserves the right to determine what prices appear in any advertising of DiversiTech products, DiversiTech does not require Resellers to sell the products at any particular price. Resellers REMAIN FREE TO DETERMINE THEIR OWN RESALE PRICES AND MAKE SALES TO CUSTOMERS AT PRICES BELOW DIVERSITECH’S MINIMUM ADVERTISED PRICES.

3. We will monitor Reseller’s practices in this respect on an ongoing basis, and if we discover that a Reseller is advertising or allows its customers to advertise our products at prices below the prices we suggest, we will make a unilateral decision whether to terminate that Reseller or take any other actions including for example those outlined above. Such a decision will be made solely by DiversiTech’s management at its sole discretion.
7. This policy applies to the price at which the products listed in the attached Exhibit A are advertised to consumers. Under this policy, advertising includes advertisement in any and all media and forms of electronic commerce. As explained above, it does not apply to the resale prices of our products or in-store advertising that is displayed only in a physical store and not distributed to any consumer. Any price information relating to our products on the internet or other means of comparing prices constitutes advertising under this policy. However, digital coupons and promo codes may be provided to enable Internet shoppers to obtain a price at online checkout only that is below the iMAP, provided that Internet shoppers may obtain actual selling prices by telephone. The policy applies to single units and any type of multipack. Multipack pack pricing must equate to the number of units times the single unit iMAP.
   
   
9. This policy is a unilateral statement of our intent and is not a contract or an offer to form a contract. We do not ask for and will not accept any agreement to this policy on your part, as we expect strict adherence. Resellers shall supply copies of the current version of this policy to each of their new or existing retailers. We reserve the right to adjust the policy at our sole discretion at any time upon notice.
10. Any strike-through or other alteration of the iMAP is inconsistent with this policy. However, it is not inconsistent with policy for DiversiTech to include a free or discounted DiversiTech product bundled with another DiversiTech product covered by this policy. DiversiTech may permit the advertisement of prices lower than iMAP from time to time and reserves the right to suspend this policy accordingly by providing notice of such changes.
13. Any and all questions regarding this policy should be directed to DiversiTech Online Sales & Advertising Policy administrator at salespolicyenforcement@diversitech.com. No other DiversiTech personnel are authorized to discuss any aspect of this policy, or the application of this policy to any specific Reseller.
16. 
    
    
17. Sincerely,

2. DiversiTech Corporation

2. EXHIBIT A
3.  
5. PRODUCTS SUBJECT TO THE UNILATERAL INTERNET MINIMUM ADVERTISING PRICE POLICY

2. The list of products and iMAP pricing will be provided when this policy goes into effect in January 2021.