M.A.P. Minimum Advertised Price Policy

TURNING POINT DISTRIBUTION, LLC (“TPD”)

Unilateral Minimum Advertised Price Policy

Overview & Purpose. This Unilateral Minimum Advertised Price Policy (the “UMAP Policy” or “this Policy”) is designed to maintain consumer confidence in the quality and value of TPD’s products, and to encourage dealers to carry TPD’s Products and to invest in the marketing and sales of those products. To achieve these goals, this Policy encourages TPD resellers and retailers (together, “Dealers”) to refrain from advertising certain TPD products below recommended minimum prices (the “UMAP Price”).

Unilateral Policy. TPD’s UMAP Policy is not an "agreement" between TPD and its Dealers. TPD does not require any Dealer to agree to any aspect of this Policy and TPD employees are prohibited from requesting, requiring or accepting any assurance that any Dealer will comply with this Policy. Instead, this Policy is a unilateral policy set solely by TPD and applied uniformly and identically to all Dealers. No special concessions or negotiations with any Dealer are permitted regarding the terms or compliance with this Policy. While TPD does not require adherence to UMAP Prices and Dealers are entirely free to choose whether or not they will follow this Policy, Dealers who do not comply with this Policy and who advertise below UMAP Prices will face commercial consequences as set forth herein.

Products Covered. TPD’s UMAP Policy only applies to specific TPD products that are designated as being under this Policy (“UMAP Products”) and that are resold as new. Advertising of a refurbished, used, “B” stock or “open box” UMAP Product is not covered by this Policy so long as the advertising expressly discloses that the UMAP Product is refurbished, used, “B” stock or “open box.” Below is a list of all UMAP Products and their UMAP Prices. If a TPD product is not listed, then there is no current UMAP Price for such product. TPD will update and publish the list periodically. TPD reserves the right, from time to time, to change UMAP Prices and to add to or delete products from the list of UMAP Products. Except for newly introduced products, Dealers shall receive at least 30 days’ advance written notice of any UMAP Price changes. Dealers may contact TPD’s UMAP Administrator (using the contact information set forth below) to verify whether a TPD product is covered by this Policy and current UMAP Prices.

Application / Requirements. TPD’s UMAP Policy does not apply to a Dealer’s actual resale price; it only applies to price advertising. Dealers may sell at any price they choose. The prices at which Dealers actually sell UMAP Products is strictly between Dealers and their end-user consumers. This Policy only applies to ads that contain information reasonably sufficient to identify a UMAP Product or ads that indicate directly or indirectly that UMAP Products are carried by the Dealer and that the ad applies to such products (a “Covered Ad”). Such identification may be by picture or other description (including model number, features, specifications or any other describer). The basic rule for a Covered Ad is that the stated net price for a UMAP Product must be at or above the UMAP Price and must not imply a net price below the UMAP Price. In cases where a UMAP Product is shown in an ad without a price, TPD will assume the UMAP Price in determining the net advertised price. Dealers do not need to have their advertising pre-approved by TPD. Dealers should refer to this Policy in formulating their ads. If a Dealer has a question about a specific upcoming ad, the question may be submitted in writing to the UMAP Administrator.

Advertising. Advertising that is covered by this Policy includes but it not limited to:

(i) Print Media (e.g., publications, newspapers, inserts, billboards);
(ii) Electronic Media (e.g., Internet web sites, CD- ROM, and other electronic media);
(iii) Broadcast Media (e.g., radio, TV, web casts, pod casts);
(iv) Direct Mailers (e.g., flyers and newsletters);
(v) Electronic Communications (e.g., broadcast faxes and e- mails, telemarketing, prerecorded messages), and
(vi) Trade shows and conventions.

This Policy does not apply to:

(i) Catalogue order pages where actual price is established; or
(ii) In-store merchandising or

advertising, in-window displays, price tags, brochures, stuffers, in-store catalogs, shelf cards and all other in-store advertising or promotions. “In-store” applies only to a Dealer's regular store address(es) and does not apply to Dealer presence at a trade show or convention. Value-added products can be advertised with a UMAP Product at no charge or at a reduced cost only if the retail value of the value-added products, when subtracted from the advertised price of the UMAP Product, is not lower than the UMAP Price.

Internet Advertising. All types of Internet advertising are subject to this Policy including but not limited to:

(i) banner ads, pop-up ads, bulk e-mail, web pages and linked third-party sites (including, without limitation, Internet “e-tailer”, retailer and shopper sites, distributors, membership clubs, manufacturers, portals, auction sites).
(ii) allowing the shopping cart price to be advertised on search engines. and
(iii) “Roll-Over” mechanisms that permit a price to be revealed when the mouse icon is placed over a product offering to reveal the selling price before the shopping cart is accessed if the price revealed is lower than the UMAP Price.

Any website on which UMAP Products are advertised for sale must be owned or directly controlled by the Dealer. A Dealer may not advertise on the internet by purchasing space on any other webpage such as a search engine or commercial website and any arrangement whereby a third party will conduct the internet sales for a retailer, reseller or distributor are prohibited without the prior written consent of TPD, which shall be granted or denied at the sole discretion of TPD.

The following areas of a Dealer’s website will be considered in-store merchandizing or advertising and are not subject to this Policy, whether or not a Dealer also has a store location:

(i) In the checkout area of a “shopping cart” to show the consumer the actual price after an order for the product has been placed (e.g., after clicking on “Order” or “Add to cart”).
(ii) On members-only web sites that are protected by password entry, whereby only authorized participants may access the price advertisements.
(iii) On private web sites or protected pages that are used to show pricing that has been negotiated between a Dealer and its customer, and where only that customer has access to such pricing. and
(iv) On special pages that respond to a specific customer request for a product (e.g., on a “name your own price” response page).

The following are examples of language Dealers may use on their own Internet websites in directing customers to the shopping cart where the actual selling price is given: “We Offer the Best Prices,” “Call for Price,” “Click ‘Buy’ for Price,” “Click ‘Add to Cart’ for Price,” “Click for Price” or “Click for Quote.”

Examples of Violations. By way of illustration only of this Policy, the following are examples of statements which, as part of a Covered Ad for a UMAP Product with a UMAP Price of $100, would violate this Policy:

(i) “Price only $95.00&rdquo.
(ii) “Price at 20% off $110.00” (Implies a net price of $88.00).
(iii) “Price at 20% off” (Implies a net price of 20% off the UMAP Price = $80.00).
(iv) “Price at $10 off” (Implies a net price of $90.00).
(v) “$75 after Instant Savings of $20&rdquo.
(vi) “$90 Regular Price; $20 Instant Savings; $70 after Instant Savings” (ad would violate this Policy even if $90 is the actual Regular Price because it is less than the UMAP Price.).
(vii) “20% off all TPD products” (implies that UMAP Products have a net price that is 20% less than the UMAP Price.) Statements such as “20% off all products” and “20% off on all digital cameras” would not violate this Policy if no UMAP Product can be identified or if the ad does not indicate that UMAP Products are covered.

However, the statement “20% off on all gun holsters” in a Covered Ad where it is clear that TPD’s UMAP Products are carried and the Ad excludes any model of a competitive holster brand from the discount, the Ad would violate this Policy.

Non-Compliance. TPD may monitor advertised prices of UMAP Products either directly or via the use of third-parties to verify Dealer compliance with the terms of this Policy. If a Dealer does not comply with this Policy, then TPD will send a written notice to the Dealer that an advertisement does not comply with this Policy. The consequences and actions taken due to non-compliance are applied uniformly to all Dealers with no exceptions.

(1) For the first incident of non-compliance with this Policy, the Dealer will be given a written warning and the Dealer's orders for the UMAP Products that are the subject of the violation will be placed on a shipment hold no matter whether the shipment is a current or future release of an existing order and regardless of when the order for the future release was placed. Such shipment hold will begin on the date that the Dealer is notified of non-compliance and will continue until the non-compliant advertisement is removed or fixed to comply with this Policy.

(2) For the second incident of non-compliance with this Policy, TPD will cease all shipments of any TPD products to Dealer, no matter whether the shipment is a current or future release of an existing order and regardless of when the order for the future release was placed, and will terminate the Dealer’s agreement with TPD.

Policing. TPD will be the final judge of when an ad is non-compliant and when shipment or order- processing hold periods commence and end. The decision of TPD made in accordance with this Policy is non-appealable and final. Each Dealer is solely responsible for its compliance with this Policy and must monitor its own advertising. TPD will not consider whether a non-compliance was intentional, negligent, or accidental when it implements this Policy. All Dealer orders for UMAP Products will be accepted subject to the shipment-hold and order cancellation provisions of this Policy.

Questions. All questions regarding this Policy may be sent to the TPD’s UMAP Administrator at: Email: UMAP@urbancarryholsters.com. The UMAP Administrator will respond in writing and will attempt to confirm whether or not a proposed ad complies with this Policy. The UMAP Administrator will attempt to respond within five (5) business days. Neither the UMAP Administrator nor any other TPD employee will enter into a discussion as to whether or not a proposed ad is in compliance with this Policy. A Dealer’s ad may be reviewed by TPD for reasons unrelated to this Policy, in which case approval of the ad is not approval for UMAP Policy purposes. Determination by TPD of the compliance of a proposed ad with this Policy shall be made in TPD’s sole, absolute discretion and shall be final.

These requirements are subject to modification by TPD in its sole discretion.

UMAP PRODUCTS UMAP PRICE

Urban Carry G3 Holster $69.95