MINIMUM ADVERTISED PRICE AND POLICIES 

Leprino Performance Brands, LLC d.b.a. Ascent Protein, LLC (“Manufacturer”) is hereby adopting the following Minimum Advertised Price Policy (the “MAP Policy”) as a unilateral measure designed to protect the long term strength and integrity of its brand, its retailers’ investment in Manufacturer’s products (“Products”), and to ensure uniform policy enforcement, ultimately helping retailers engage in advertising that best conveys to customers the value of Manufacturer’s Products.

The MAP Policy applies to all retailers, resellers, and distributors of Manufacturer’s Products (“Retailers”) to maintain an advertised pricing structure. The MAP Policy applies to advertised prices, not the prices at which Products are actually sold.  This is not a price agreement and each Retailer is free to set its actual resale price for any Product independently.  The MAP Policy takes effect on and Retailers must be in compliance no later than January 1^st, 2018.

A.) The MAP Policy shall apply to all Retailers, and any Drop Shippers or Third-Party Fulfillment Centers used by Retailers approved by Manufacturer. The minimum advertised prices for MAP shall be listed on each Manufacturer published selling sheets. Minimum Advertised Prices may be adjusted by Manufacturer from time to time, at its sole discretion.

B.) The MAP Policy applies to all advertisements of Manufacturer Products over the Internet or similar electronic media including websites, email newsletters, and email solicitations, and in any and all other media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio and public signage, regardless of whether the Products are sold in traditional “brick-and-mortar” retail establishments or on the internet. No such advertisement will represent or imply that any Product may be sold by a Retailer, Sub Distributor or Fulfillment Center for less than the full Minimum Advertised Prices. “Bundling” or including a free or discounted product (whether made by Manufacturer or another manufacturer) with a Manufacturer Product would violate this MAP Policy and is not permitted

C.) For multipack offers the Minimum Advertised Price of the multipack is the quantity of SKU(s) in the multipack multiplied by the respective Minimum Advertised Price of the SKU(s) that comprise said multipack.

D.) Any strike-through or other alteration of the Minimum Advertised Price is prohibited. 

E.) The MAP Policy does not establish maximum advertised prices. All Retailers, Drop Shippers or Third-Party Fulfillment Centers may offer Manufacturer Products at any price in excess of the Minimum Advertised Price. Internet auctions may not display or have reserved bid, “buy it now” or other acceptable prices below the Minimum Advertised Price.

F.) The MAP Policy does not in any way limit the ability of any Retailer, Drop Shippers or Third-Party Fulfillment Centers to advertise that “they have the lowest prices” or, they “will meet or beat any competitor’s price,” that consumers should “call for a price” or “add to shopping cart to see price” or phrases of similar import as long as the price advertised or listed for Products is not less than Minimum Advertised Price.

G.) From time to time, Manufacturer may permit Retailers to advertise one or more of the Manufacturer Products covered by this MAP Policy at reasonable prices lower than the MAP for a reasonably specified period. In such case, Manufacturer will notify its resellers in advance of the details of the limited suspension or modification of this MAP Policy.

H.) Including in any advertising for a Product covered by this MAP Policy a gift card, coupon or any other type of discount that would effectively immediately reduce the advertised price of the Manufacturer Product below the Minimum Advertised Price then in effect for such Product will constitute a violation of this MAP Polic Advertising that includes a gift card, coupon or any other type of discount on future purchases (regarding of whether or not for Products) shall be evaluated under the same guidelines as describes in Section B regarding Bundling.

I.) A Retailer with multiple store locations that violates this MAP Policy with respect to advertising for a particular store location will be considered to have violated this MAP Policy at all its store locations.

J.) Manufacturer’s sales representatives are not permitted to make any agreement with any Retailer with respect to the advertising or pricing of Manufacturer Products, including without limitation, modifications to this MAP Policy

K.) In the case of a violation of the MAP Policy the following actions will be taken by Manufacturer against the Retailer:

1st Violation: Send warning and request that MAP violation be corrected within 24 hours.  

2nd Violation:  Send warning and request that MAP violation be corrected within 24 hours. Remove purchasing privileges until advertised prices are adjusted and loss of available promotional programs earned if applicable.

3rd Violation:  Send warning and request that MAP violation be corrected within 24 hours. Remove purchasing privileges for 30 days. Failure to correct violation within 30 days will be considered a 4^th violation.

4th Violation: Remove purchasing abilities permanently. Internet Retailer has 48 hours to discontinue all retail sales of Products. Failure to remove such listings will result in legal action.