TC BROS. CHOPPERS, LLC

MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”)

(U.S.A. AND CANADA ONLY)

In order to preserve its reputation for providing customers with high value products and strong after-sales support, and to further enhance the TC Bros brand image and its competitiveness in the marketplace, TC Bros. Choppers, LLC (“TC Bros”) is unilaterally instituting a policy of minimum advertised price standards for TC Bros products.  This Minimum Advertised Pricing Policy (“MAP Policy”) will become effective January 1, 2017 and will apply to all distributors and retailers, including catalogs and internet retailers (collectively, “Resellers”), who resell TC Bros products to end users located in the United States & Canada. The terms of this policy supersede and replace any and all prior advertising policies distributed by or on behalf of TC Bros. TC Bros established this MAP Policy due to the fact that Reseller advertising and sales practices that promote TC Bros products primarily on the basis of price could be detrimental to Resellers’ service and support efforts and TC Bros’ competitive position.  Such activities can be harmful to TC Bros’ brand, reputation and competitiveness, and allow some Resellers to take advantage of the service and support efforts of others.

TC Bros greatly values the efforts of all Resellers to distribute TC Bros products and support our customers.  This MAP Policy is adopted for the benefit of all Resellers and will be uniformly enforced.

TC Bros MAP Policy is as follows:

1. TC Bros will, from time to time, publish a Schedule of Manufacturerʼs Suggested Retail Prices (“MSRP Schedule”) on its internet website, which may be amended or adjusted by TC Bros at any time in its sole discretion.  The MSRP Schedule will identify the effective date, the TC Bros products that are subject to this MAP Policy and the manufacturer’s suggested retail price (“MSRP”) for those products. Minimum Advertised Pricing is equal to the prices listed in the MSRP Schedule. Any advertisement of a TC Bros product identified in the MSRP Schedule that includes a discount below the MSRP is a violation of this MAP Policy.  TC Bros products not specifically identified in the MSRP Schedule are not subject to this MAP Policy.  The initial MSRP Schedule is enclosed. All Resellers purchasing TC Bros products implicitly agree to abide by the TC Bros' MAP Policy and agree to be subject to enforcement of the MAP Policy by TC Bros.

2. This MAP Policy applies to all advertisements of TC Bros products listed on the MSRP Schedule in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, e-mail newsletters, e-mail solicitations, internet or similar electronic media (including, but not limited to Facebook, Instagram, Twitter, forums, blogs, etc.), television, radio, and public signage.  This MAP Policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customer(s).

3. This MAP Policy applies only to advertised prices and does not apply to the price at which TC Bros products are actually sold or offered for sale to an individual consumer within Resellersʼ retail location or over the telephone.  Resellers remain free to sell TC Bros products at any prices they choose under these circumstances.

4. The inclusion in advertising of free or discounted products (whether made by TC Bros or another manufacturer) with a product covered by this MAP Policy would be contrary to this MAP Policy if it has the effect of discounting the advertised price of the covered TC Bros product below the MSRP.

5. If pricing is displayed, any strike-through or other alteration of the MSRP that is paired with a discount price below the MSRP is prohibited.

6. Resellers are strictly prohibited from advertising for sale any TC Bros products on third party websites. A third party website is any website not owned and controlled by the Reseller. Examples of third party websites include, but are not limited to, eBay.com, Amazon.com, Jet.com, Walmart.com, etc.

7. This MAP Policy does not establish maximum advertised prices. All Resellers may offer TC Bros products at any price in excess of the MSRP.

8. Pricing listed on an internet site is considered an “advertised price” and must adhere to this MAP Policy. Advertisements containing statements that imply prices to be different than MSRP such as “add to cart to see price”, “email for price”, “click for price” or phrases of similar import are considered a violation of this MAP Policy.

9. This MAP Policy is solely within TC Bros’ discretion and authority acting through the duly authorized managers of TC Bros.  No employee or sales representative of TC Bros has any authority to discuss, modify or grant exceptions to this MAP Policy.  Any representation or action by any employee, sales representative or persons not specifically authorized to discuss, modify or grant exceptions to this MAP Policy under this paragraph is unauthorized and invalid.  All questions about this MAP Policy should be in writing and directed via U.S. Mail to MAP Policy Administrator, TC Bros. Choppers, 502 Jackson St., Archbold, OH 43502 or via e-mail to sales@tcbroschoppers.com who will respond only in writing.  No oral communications about this MAP Policy are authorized.  The MAP Policy Administrator shall be solely responsible for determining whether a violation of the policy has occurred, communicating decisions to Resellers regarding the policy and receiving any communications regarding sanctions imposed under this MAP Policy.  Any action taken by TC Bros under this MAP Policy shall be without liability to TC Bros.

10. From time to time, TC Bros may choose to offer special promotions on certain products. In such an event, we reserve the right to modify or suspend this MAP Policy in whole or in part by notifying all Resellers of the duration and nature of the change.  TC Bros further reserves the right to adjust the MSRP with respect to all or certain products at its sole discretion.  Such changes shall apply equally to all Resellers.

11. Distributors of TC Bros products shall supply a copy of this MAP Policy to any new or existing Reseller for their records.

12. Intentional and/or repeated failure to abide by this MAP Policy will result in sanctions unilaterally imposed by TC Bros.  The level of sanctions will be determined by TC Bros in its sole discretion and may include indefinite termination of dealership or distributorship.  TC Bros does not intend to do business with Resellers who degrade the image of TC Bros and its products.  TC Bros need not provide prior notice or issue warnings before taking any action under this MAP Policy. Typical enforcement of MAP Policy will be handled in the following manner:

FIRST OFFENSE: Dealer will be notified of “FIRST OFFENSE” violation and given three (3) business days to correct all electronic advertisements in violation of MAP Policy. Electronic advertisements are described in section 2 of this document. Dealer will be given 30 calendar days to remove from distribution any printed materials that are in violation of MAP Policy.

SECOND OFFENSE: Dealer will be notified of “SECOND OFFENSE” violation and account will be placed on a NON-SHIP status indefinitely by TC Bros as well as all distributors of TC Bros products. Dealer will also be denied access indefinitely to any and all usage of TC Bros Trademarks and Copyrighted Material.

MAP Product List "MSRP Schedule" effective January 1, 2017