Minimum Advertised Price Policy

Effective: October 24, 2022

Lock Labs, Inc. (the "Company") has established a strong reputation for providing high-quality products through significant investment in research, development, technologies, and relationships with its distributors, including catalog and Internet retailers (collectively, “Resellers”), who resell Lock Labs products to end users. Any Reseller that engages in a subdistribution model with our products (reselling to another Reseller) will be held accountable for any MAP violations incurred by the sub-distributor.

When products are advertised for sale below the Minimum Advertised Price (“MAP”), the Company’s brand and reputation, as well as its ability to invest in its products, technology, and relationships with Resellers, are negatively impacted and hinder sales. This ultimately impacts profitability for the Company and all industry stakeholders.

In order to preserve its reputation for providing customers with high-value products and strong after-sales support, and to further enhance the Lock Labs brand image and its competitiveness in the marketplace, the Company is unilaterally instituting a MAP Policy for its proprietary brands. As of October 24th, 2022, those brands include AutoProPAD, Triton, Lock Monkey, and Magnus Tools. This list is subject to change, and we reserve the right to modify this document at our discretion.

For all other brands distributed by Lock Labs, we strongly encourage following our partner manufacturers’ pricing guidelines. A Suggested Minimum Advertised Price (“SMAP”) can be found on our retail website or sent to you by request. This SMAP serves to assist the Reseller in pricing those items in accordance with the manufacturer’s listed retail price.

MAP violations may only be reported by email. Please submit any suggestions, inquiries, questions, or violation reports directly to: [email protected]

Policy Statement

The Company, in its sole discretion, in accordance with the terms of this MAP Policy and to the fullest extent permitted under applicable law, reserves the right to permanently discontinue, temporarily suspend, or materially minimize its business relationship with any Reseller that advertises for sale any product(s) covered by this MAP Policy in violation of this MAP Policy.

Policy Coverage

Covered Persons. This MAP Policy applies to all Resellers located in, or who sell into, the United States and Canada.

Covered Products. The list of the products of the Company (“Covered Products”) and the minimum price at which such

Covered Products may be advertised in accordance with this MAP Policy include all products currently or previously listed on the Company website and/or in any literature available to Resellers indicating product for sale.

Covered Practices. A Reseller violates this MAP Policy when it advertises for sale a Covered Product at a price lower than MAP. Advertising in violation of this Policy is characterized by communication, announcement, or publication distributed or made available to a Reseller’s customer(s) or potential customer(s) by or on behalf of a Reseller in, through, or by any and all media (print, online or otherwise) which directly or indirectly communicates or facilitates a customer’s near real-time access to a price that is lower than MAP.

Select Illustrations. Examples of impermissible “advertising” include, but are not necessarily limited to: the display of a price that is lower than MAP in a customer’s online “shopping cart” through logged-in website areas; through inducements like “member prices”; and through communications or website features that permit a customer to “click for price” or to receive “bounce-back” pricing e-mails or automatically-generated forms. This MAP Policy does not prohibit a Reseller from advertising that a customer may “call for price” or “email for price” so long as no price lower than MAP is listed on such advertisement.

Bundling

Lock Labs encourages the usage of creative solutions to help boost sales unless those solutions serve to devalue our brands or compete with existing packages or bundles as offered by the Company. An example of brand devaluation would be to offer a free AutoProPAD with the purchase of a Triton. An example of competing with an existing bundle would be to package the Triton Automotive Edition with every jaw and accessory that is included with the Triton Ultimate Edition for the original price of the Automotive Edition. Lock Labs has designated its products into three main categories: Flagship products, hardware, and accessories/consumables.

Flagship Products: Any core product, including but not limited to all machines with an ecosystem of complimentary products or accessories attached to them. This currently includes all AutoProPAD, and Triton models but may expand at our discretion. Multiple flagship products may be combined as part of a package, but not for less than the combined MAP for each flagship product. Under no circumstances may flagship products be given away for free as part of a bundle, package, or any other sales promotion unless officially sanctioned by the Company.

Flagship Product List as of October 24th, 2022:

Hardware: The primary, substantial, and supplemental products that contribute to Flagship Product core functions. For Triton machines, this includes every jaw. For the AutoProPAD, this includes the KC501 or any peripheral that broadens the stock capabilities of any machine. For example, the KC501 cannot be offered with the AutoProPAD G2 in order to bring its functionality closer to that of the G2 Turbo. Hardware items may not be bundled for less than the cumulative MAP of every Flagship Product and/or Hardware items included in the bundle.

Accessories/Consumables: Any complimentary product that is not tethered to a Flagship Product’s primary functions. This includes but is not limited to, cables, wires, screen protectors, cutters, decoders, and carrying cases. Accessories/Consumables may be bundled, or given away as part of sales promotions, but may never be individually listed for sale lower than the current MAP.

Modification, Suspension, and Discontinuance.

From time to time and in its sole discretion, the Company may authorize Resellers to advertise Covered Products at a price that is lower than MAP (i.e., circumstances where the Company has determined to speed up the reduction of inventory). Such authorization shall only operate as a modification of this MAP Policy if the authorization is from the Company and is in writing. In the event the Company modifies this MAP Policy in writing, Resellers must strictly adhere to the terms of the written modification. The Company reserves the right at any time to modify, suspend or discontinue the MAP Policy in whole or in part in its sole discretion.

THIS MAP POLICY, THE COVERED PRODUCTS AND THE MAP APPLICABLE TO EACH SUCH COVERED PRODUCT ARE SUBJECT TO CHANGE AT ANY TIME AND IN THE SOLE DISCRETION OF THE COMPANY, AND EACH RESELLER IS SOLELY RESPONSIBLE FOR ENSURING ITS ONGOING AWARENESS OF THIS INFORMATION AS WELL AS THE MOST CURRENT VERSION OF THIS MAP POLICY. THIS MAP POLICY, UPDATES OR REVISIONS HERETO ARE OR SHALL BE MADE AVAILABLE AT https://www.lock-labs.com/map.html

Individual Promotional Period (IPP)

Lock Labs recognizes the importance of sales promotions as a means to stand apart from the competition. In order to assist in this endeavor while still protecting brand value, Lock Labs will allow each Reseller two (2), seven-day periods per year for a reduction in MAP pricing, known as the IPP. The IPP allows for the discounting of products by up to 20% off standard MAP. The IPP must run contiguously, may be shorter than seven days, but may not extend beyond the allotted time. The dates for any intended IPP must be submitted to the Company for approval no later than one month before the inaugural date of the sale. We reserve the right to deny IPP requests at our discretion but will attempt to do so with an explanation.

Additional Terms

This MAP Policy has been unilaterally adopted by the Company and does not constitute an agreement, contract, or other binding obligation between the Company and any Reseller. This MAP Policy is not intended to control, influence, determine, restrict or limit in any way the price at which any Reseller may sell Covered Product(s), nor does it apply to the actual setting of prices. Each Reseller remains entirely free to determine its own resale price for Covered Product(s).

The Company will enforce this MAP Policy in the same manner for all Resellers. Each Reseller is solely responsible for compliance with this MAP Policy. The Company is solely responsible for determining whether a Reseller has violated any terms of this MAP Policy and for imposing consequences upon the offending Reseller. Consequences for non-compliance include but are not limited to: (a) suspending shipments of the Covered Product(s) that are advertised in violation of this MAP Policy, (b) suspending shipments of other products, (c) suspending all shipments of all Company products, (d) rescinding any discounts received or promised, (e) non-renewal of the Company’s contractual relationship with the Reseller. Such consequences may result from any and all noncompliance by a Reseller, whether intentional or unintentional. The Company may impose consequences upon Resellers who act in violation of this MAP Policy to the fullest extent permitted by the terms of this MAP Policy and applicable law.

The Company’s sales representatives do not have the authority to modify or grant exceptions to the terms of this MAP policy. All questions regarding the interpretation of this policy should be addressed to the Policy Administrator: [email protected]

This MAP Policy replaces and supersedes any other minimum advertised price policy that the Company may have previously enacted.