MAP Policy

ProX Racing Parts Reseller Minimum Advertised Price Policy
Effective Jan 1st, 2022

ProX Racing Parts (PROX) Minimum Advertised Price Policy (MAP Policy) Introduction: As the leading producer and
innovator in the field of performance replacement pistons, rods, clutches, valvetrain and powersports related
components, PROX is very proud of its role in introducing quality product solutions to the Powersports industry around
the world. PROX also values its reputation for building high quality engineered, manufactured and innovative products in
the marketplace.

PROX recognizes that our quality Distributors/Dealers invest a lot of time and resources into educating the public about
PROX products, training knowledgeable staff, and providing customer support services. PROX is committed to
supporting these efforts of our Distributors/Dealers and maintaining the reputation of PROX products for quality and
innovation.

To maintain the high level of customer confidence in the quality of PROX products and the PROX brand, and to protect
the investment of our quality Distributors/Dealers, PROX has unilaterally adopted a PROX Minimum Advertised Price
Policy (MAP). The MAP Policy was chiefly adopted because Reseller advertising and sales practices, which promote PROX
products primarily on the basis of price would be detrimental to PROX quality reputation, Distributors/Dealers’
educational training and customer support efforts along with PROX ’s competitive position. Such activities can be
harmful to PROX ’s brand, reputation, and competitiveness; and allow some Resellers to take advantage of the
educational training, and customer support efforts of others. PROX believes that such practices are unfair and
discourages such efforts.

PROX, in its unilateral discretion, will not do business with any Reseller that intentionally advertises any PROX product
below its MAP price. PROX believes that enforcement of the MAP Policy will make PROX products more competitive and
benefit all of its Distributors/Dealers. (Please see MAP Price Sheet Blog.Pro-X.com/MAP).

Section 1: Policy

1. PROX recognizes that any Distributor/Dealer/Reseller, herein referred to as Reseller (Reseller defined as any entity
   reselling product for financial gain) can make its own independent decisions to advertise and sell any PROX product at
   any price it chooses without consulting or advising PROX. However, PROX similarly has the right to make its own
   independent decisions regarding product allocations and participation of a Reseller.
2. PROX reserves the right, in its unilateral discretion, to take any action with respect to any Reseller that violates this
   MAP Policy. This includes without limitation the right not to sell PROX products to any reseller that violates this MAP
   Policy. Any Reseller determined by PROX to have violated this MAP Policy agrees to cease using PROX intellectual
   property (Trademarks, Copyrights and Patents) on any online or physical store or in any advertisement.
3. PROX, at its sole discretion, may hire a third party to monitor or enforce the MAP Policy.
4. PROX shall maintain an updated PROX Price List (see MAP Price Sheet Blog.Pro-X.com/MAP) of selected PROX
   products that will fall under this MAP Policy. PROX reserves the right to update or modify this list at any time.
5. All products listed will have a MAP price (see MAP Price Sheet Blog.Pro-X.com/MAP) Listing a price which is lower
   than the MAP price next to the featured MAP product in any advertising will be viewed as a violation of this MAP Policy.
   This MAP Policy applies to all advertisement of PROX products in any and all print and digital media. Many websites
   include features such as “Click for Price,” automated “bounce – back” pricing e-mails, preformatted e-mail responses,
   forms, automatic price display for any items prior to being placed in a customer’s shopping cart, or other similar features
   which are all considered “advertising” under this MAP Policy. This MAP Policy also applies to any activity which PROX, in
   its sole discretion, determines to be designed or intended to circumvent the intent of this MAP Policy including
   solicitations for “group purchase” and the like.
6. Where PROX products are bundled with or sold as part of a package that includes other products, it shall be a
   violation of the MAP Policy to sell or advertise the bundle at a price that: (a) is lower than the total MAP of PROX
   products in the bundle or (b) violates the letter or spirit of the MAP Policy. It shall also be a violation of the MAP Policy if
   products are bundled with or sold as part of a package that includes products not pre-approved by PROX. Pre-approved
   products have been approved by PROX to ensure the product is up to PROX standards.
7. It shall be a violation of this MAP Policy to include in any advertising for PROX products any additional discount,
   coupon, gift card, or other incentive that translates into an immediate price reduction, where the cumulative effect
   would be to reduce the advertised price of any PROX product below MAP. Any such advertising will also be considered in
   light of the requirements of Section 6 above. For example, a gift card redeemable on a future purchase would be
   considered an “other product” under Section 6 and would be a violation of this MAP Policy.
8. If a reseller has multiple stores and violates this MAP Policy with any store, PROX will consider this to be a violation by
   all of the Reseller’s locations.
9. Resellers remain free to establish their own resale prices, but PROX reserves the right to cancel all orders, indefinitely
   refuse to accept any new orders, according to published Do Not Sell List (DNS List to Authorized or Unauthorized
   Resellers ) Blog.Pro-X.com/MAP and terminate the Account status of any Reseller following PROX ’s verification that
   such Reseller has advertised any PROX product at a net sales price less than the current MAP price established by PROX,
   or if the Reseller has violated this policy in any other way.

Furthermore, Distributors/Dealers are responsible for monitoring to whom they sell to. If the Reseller, or customer is
violating the MAP pricing, and are placed on the Do Not Sell List. Do Not Sell List (DNS); DNS shall be comprised of any
individual, or business entity that has lost the right to sell, or promote PROX products based on the terms of this MAP
Policy. The Distributor/Dealer is responsible for not selling that customer. If the Distributors/Dealers is determined, to
be selling the customer listed on the DNS list, the Distributors/Dealers will also be in violation, and subject to
enforcement penalties.

Section 2: Response to MAP Policy Violations

Sanctions for violation of PROX Map policy, at minimum, are set out below.

1st Violation

For the first violation during the Policy Period: The offending Reseller, after receiving notification from PROX
of such violation, will remove or stop the violation, or cause the violation to be removed or stopped (if PROX
determines that it or they can be) within the Allotted Period (for purposes of this Policy, the "Allotted Period"
means the time period specified in the notice
of violation provided by PROX to such Reseller, which typically will be one of the following: [1] no later than one
(1) business day (usually for a violation involving the Internet); [2] no later than three (3) business days
(generally for all other cases); or [3] by the conclusion of the period otherwise specified by PROX).

2nd Violation

For the second violation during the Policy Period: In the event that the violation that caused the first violation
is or are not (A) removed or stopped (if PROX determines that it or they can be) within the Allotted Period or
(B) such Reseller otherwise violates this Policy a second time, effective as of the date specified in notice from
PROX to such Reseller and continuing for the next (30) days, the authorization of such Reseller to purchase
each stock-keeping unit ("SKU") in the product family involved in the second violation (as determined by PROX )
will be immediately revoked by PROX , so that all pending orders (even if accepted) from such Reseller will be
cancelled and no new orders will be accepted from such Reseller for each such SKU.

3rd Final Violation

For the third violation during the Policy Period: In the event that (A) the offending reference(s), conduct that
caused the second violation is or are not removed or stopped (if PROX determines that it or they can be)
within the Allotted Period after receiving notice of the second violation from PROX or (B) such Reseller
otherwise violates this Policy a third time, effective as of the date specified in notice from PROX to such
Reseller and continuing until PROX provides notice to such Reseller otherwise, if ever, the authorization of
such Resellerto purchase any or all ofthe PROX products designated by PROX (the "DesignatedProducts") will
be immediately revoked by PROX , so that all pending orders (even if accepted) from such Reseller will be
cancelled and no new orders will be accepted from such Reseller for any or all of the Designated Products.

PROX reserves the right to impose more severe sanctions at its sole discretion if the MAP Administrator
believe that is justified and necessary to enforce the policy. PROX need not provide prior notice or issue
warnings before taking any action under this MAP Policy. Intentional and/or repeated failure to abide by this
MAP Policy will result in sanctions unilaterally imposed by PROX and may include termination.

Section 3: General Terms

ProX Racing Parts (PROX) is not limited by the terms of the MAP Policy and has the right to exercise its own judgement in
determining the Resellers with which PROX will do business, subject to the terms of any agreement with a Reseller.
Notwithstanding anything to the contrary contained herein, the MAP Policy is a unilateral policy of PROX and is not a
contract or agreement with or by any Reseller. PROX, in its sole discretion, is responsible for interpreting and enforcing
the MAP Policy and may modify, suspend, or terminate the MAP Policy at any time. In the future PROX may also, in its
sole discretion, announce MAP “Holidays or Abatement.” Which refer to a period of time during, which the MAP Policy
will be temporarily modified by PROX in a defined manner.

Dealers should email questions regarding the MAP Policy to MapPolicy@Pro-X.com, which is overseen by PROX ’s
Management and supported by PROX ’s internal and third-party teams. All interpretations and representations in
respect of PROX Map Policy shall be made by PROX CEO, Management, or Legal Counsel. No other representative of
PROX is authorized to make any representations of interpretations in respect of the MAP Policy, and any such attempted
representation or interpretations is unauthorized and invalid.
The MAP Policy applies to Resellers only in the United States and its territories, and the terms of the MAP Policy do not
apply to the extent any state or United States territory by statue or other applicable low expressly prohibits policies on
minimum advertised prices.

The MAP Policy is confidential, and Resellers should not disclose the MAP Policy or communications on the MAP Policy
to any other person or entity.

Questions about this policy should be directed to: MapPolicy@Pro-X.com