MINIMUM RESALE PRICE (MRP) POLICY

Advanced Clutch Technology, Inc. (“ACT”) has determined to implement this Minimum Resale Price (MRP) Policy
effective as of January 01, 2022 (the “Policy Effective Date”), which is applicable to each ACT Dealer or Distributor
(Reseller) located in either or both of the United States of America (“USA”) and Canada. The MRP was adopted with the
goal of supporting ACT’s resellers by maintaining broad distribution channel health. By setting a MRP, ACT enables
its resellers to maintain the high level of programs and service that customers deserve. The Policy will be strictly
enforced.
This MRP establishes a Minimum Resale Price (MRP) for each of the ACT products (individually, a “Covered Product”
and collectively, “Covered Products”) as specified on the price list(s) or product list(s) provided or otherwise made
available to Resellers by ACT or otherwise communicated by notice from ACT intended for such Resellers. MRP for
Covered Products are listed on ACT’s current Effective Retail & Jobber Price Sheets.
ACT will monitor sales channels throughout the market and identify Resellers that are in violation of this Policy and
will endeavor to routinely notify customers of these resellers in violation of the Policy. Lack of receiving such
communication does not relieve the customer’s responsibility to abide by the policy. ACT’s Minimum Resale Price
Policy applies to all forms of pricing including verbal, electronic or in print.

Violations of this Policy:

Although each Reseller remains free to establish its own resale prices, ACT, without assuming any liability, will take
one or more of the following actions immediately following verification by ACT to its satisfaction that such Reseller
has violated this Policy:

For the first violation during the Policy Period:

The offending Reseller, after receiving notification from
ACT of such violation, will remove or stop the violation, or cause the violation to be removed or stopped (if
ACT 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 ACT 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 ACT).

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 ACT 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 ACT 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 ACT) will be immediately revoked by ACT, so that all pending orders (even if accepted) from
such Reseller will be canceled and no new orders will be accepted from such Reseller for each such SKU.

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 ACT determines that it or they can be)
within the Allotted Period after receiving notice of the second violation from ACT or (B) such Reseller
otherwise violates this Policy a third time, effective as of the date specified in notice from ACT to such
Reseller and continuing until ACT provides notice to such Reseller otherwise, if ever, the authorization of
such Reseller to purchase any or all of the ACT products designated by ACT (the “Designated Products”) will
be immediately revoked by ACT, so that all pending orders (even if accepted) from such Reseller will be
canceled and no new orders will be accepted from such Reseller for any or all of the Designated Products.

For each additional violation during the Policy Period:

In the event that, after the third violation of this
Policy by such Reseller, either or both of the following is or are relevant: (A) the Designated Products do not
include all ACT products or (B) ACT provides notice to such Reseller that ACT has re-authorized such
Reseller to purchase any or all of the Designated Products, then each act or failure to act of such Reseller
that constitutes a violation of this Policy (or is deemed by ACT to be such a violation) will receive the same
treatment as if a new third violation had then occurred.
Each violation of this Policy is cumulative through the Policy Period. Beginning with the third violation, the
consequences of each violation take effect regardless whether the consequences for the preceding violation(s) are
still running. The same act(s) or failure(s) to act may result in multiple violations. The “Policy Period” with respect to a
Reseller means the time period beginning on the Policy Effective Date and ending on the termination date described
in a future notice to such Reseller from ACT.
For each Reseller purchasing any or all ACT products from anyone else (such as a distributor), this Policy will be
enforced through a Do-Not-Sell (DNS) List. Once notified, it is the responsibility of the reselling Dealer or Distributor
(Reseller) to refrain from selling to any Violating Reseller placed on the DNS List.

Violations include:

1. Offering, advertising or reselling Covered Product at a net retail price below ACT’s Retail MRP, as set forth
on the ACT Retail & Jobber Price Sheet in effect at the time of the sale. This included “in cart” prices,
coupon codes and other forms of discounts that ACT determines reduce the actual selling price below Retail
MRP.

2. Offering, advertising or reselling any Covered Product at a net wholesale price below ACT’s Jobber MRP, as
set forth on the ACT Retail & Jobber Price Sheet in effect at the time of the sale.

3. Offering, advertising or reselling Covered Product to non-qualifying Jobber customers at a price below
ACT’s Retail MRP, as set forth in the ACT Retail & Jobber Price Sheet in effect at the time of the sale.

4. Reselling Covered Product (including drop shipments) to any company appearing on the then-current Do-Not-
Sell (DNS) list or to any representing entity for these Resellers, such as another business owned or co-owned
by the violating reseller.

5. Offering, advertising or reselling Covered Products: (i) in conjunction with other ACT products at reduced
prices, or (ii) in a “package” or combination along with any other brand, other than ACT products, or (iii) in a
“package” or combination that includes discounted services, such that the effect of such packaging and/or
combinations would make the actual selling price of the Covered Product to be lower than the MRP allowed
for those products, or the price cannot be clearly determined.

6. Using the terms “lowest price” or “prices too low to show,” or any form of low-price guarantee or the
substantive equivalent (as determined by ACT) of any or all of these terms or concepts including offers to
match a price of another seller that is below the MRP.

7. Denying permission for ACT to audit sales invoices, product inventory and product inventory records for
sales of Covered Product by an independent third party that ACT contracts to perform the audit, within two
(2) business days of request to do so.

8. Actions that seek to, or appear to devalue Covered Product below the effective MRP such as a strike
through MRP, discounts or rebates after the date of purchase, as determined by ACT.

9. Websites or other advertising that intentionally fail to disclose a selling price of Covered Product (as
determined by ACT), such as having an invitation to click, rollover, call, e-mail, visit a location (such as a
website, store or showroom) or otherwise communicate a price.

10. Failure of a Reseller to itemize the price charged for each of the products and services shown or referred to
on its Customer Communications, regardless whether such Customer Communications contain(s) any
reference to any or all of the Covered Products.

11. Using one or more tactics which ACT determines is or are intended to circumvent application of this Policy.

12. Offering, advertising or reselling Covered Product on Third-Party “marketplace” websites (Examples are, but
not limited to: Amazon, eBay, Jet, Alibaba, Overstock, Walmart, Sears, Newegg, etc.) as an unauthorized
ACT reseller. To apply to be an authorized reseller, please see the following link:
https://app.smartsheet.com/b/form/32a5fa645cf8413aa226c8888899d846.

13. Offering, advertising or reselling Covered Product without providing clear contact information to the
consumer, such as physical address, phone number, email address or contact form.

14. Offering or advertising Covered Product under the description of Open Box.

Exemptions:
1. Discontinued or other items (if any) without a MRP listed on the current price sheet.

2. Free or reduced-price shipping provided by a Reseller when offered or provided in connection with a
purchase that includes at least one of the Covered Products, provided that, as determined by ACT: (a) such
offer or provision applies to all other products in the category in which such Covered Product or such
Covered Products reside(s) and (b) the value thereof is reasonable.

3. Sales promotions or discounts (if any) specifically designated or approved by ACT in writing for a limited
period of time which may result in the Covered Products to sell below its MRP or might otherwise violate the
terms of the Policy.

4. Sales of one or more items of the Covered Products to an employee of ACT Reseller for his or her personal
use (and not for resale), provided that such offer is reasonable (as determined by ACT).

5. Covered Product sold on dates when the Policy has been waived, suspended, or rescinded as announced by
ACT.
6. Offers or sale of Covered Product based on a bona fide proposal or quotation and acceptance by customer
given within 30 days prior to the effective date of a change in the MRP(s) of the Covered Product as long as the
offer or sale was compliant with the existing MRP at that time and provided that such proposal or quotation is
effective for no longer than thirty (30) days after the new MRP effective date of the of the Covered Product.

7. A benefit consisting of a discount, credit or rebate associated with the use of a specified credit or debit card that
would, after its application, result in an offer or sale price(s) for any or all of the Covered Products below its or
their respective MRP(s), as long as: such discount, credit, or rebate may be applied to all or most of the
products offered by the Reseller, and none of the statements or materials promoting such discount, credit, or
rebate mentions, uses, depicts or otherwise refers directly to any or all of the Covered Products (as determined
by ACT).

8. The accrual of “points” or other things of value (“Loyalty Points”) in connection with the purchase of any or all
ACT products and the application of Loyalty Points, even if such application results in price(s) for any or all of
the Covered Products below its or their respective MRP(s) as long as (a) Loyalty Points may be accrued and
applied to all or almost all of the products offered by such Reseller and (b) the accumulation rate for Loyalty
Points applicable to the purchase of any or all ACT products is no more than that applicable to all or almost all
other brands of products offered by such Reseller (as determined by ACT); and (c) none of the statements or
materials promoting Loyalty Points mentions, uses, depicts or otherwise refers to any or all ACT products, unless
two (2) or more competitive products of other suppliers (as determined by ACT) are mentioned, used, depicted
or otherwise referred to in such statements or materials with the same prominence as that for the each such
ACT product.
Minimum Resale Price:
ACT, at any time, may vary the Minimum Resale Price (MRP) for a Covered Product or add to or delete any or all of
the Covered Products, which may, among other things, be based on whether such product(s) is or are offered or sold
under or subject to one or more select ACT program(s) or any other ACT policy or in any other situation announced
by ACT from time to time. ACT will endeavor to provide prior notice of each new MRP or such change in the Covered
Products, generally not less than five (5) days in advance. While ACT will communicate each MRP and such change
through the price list(s) or product list(s) provided or made available to each Reseller by ACT or otherwise
communicated by notice from ACT intended for such Reseller, each Reseller is responsible for making sure that it is
aware of the appropriate MRP(s) and the Covered Products in each circumstance.

Non Agreement Statement:
This Minimum Resale Price Policy is non-negotiable and does not constitute an agreement or contract between ACT
and any of its Resellers. ACT will not discuss any conditions of acceptance related to this Policy. In addition, ACT
neither solicits, nor will it accept, any assurance of compliance with this Policy. Notwithstanding anything to the
contrary which may be expressed or implied in or by one or more agreements between a Reseller and ACT or such
Reseller and another Reseller (if any) from which such Reseller obtains any or all ACT products, nothing therein shall
constitute an agreement by such Reseller to comply with this Policy, as, among other things, this Policy is not and
should not be construed to be one of the ACT Policies (as such term is or may be used in any or all of such
agreements) where such compliance is mandatory.

Additional Policy Terms and Conditions:
Effective as of the Policy Effective Date, this Policy supersedes and cancels each other policy applicable to each
Reseller from ACT. This Policy may be modified, extended, suspended, waived, discontinued, or rescinded, in whole
or in part, by notice from ACT at any time. Any such notice will describe the duration and nature of any such
modification, extension, suspension, discontinuation, or rescission of the policy by ACT. If ACT negotiates a price
with a customer that is less than the MRP(s) and offers a Reseller the opportunity to fulfill one or more orders at such
price, acceptance by such Reseller of such opportunity will not constitute a violation of this Policy. If there is any
disagreement over the interpretation or enforcement of this policy, ACT’s view will control.

If more than one MRP Audit is required for compliance verification in a 12 (twelve) month period, the audited reseller
will be responsible for the cost to perform the subsequent audit(s). If the reseller is found compliant, ACT will pay the
cost of the most recent audit.

Questions:
All questions or requests for additional information regarding this policy or information regarding potential violations of
this policy must be submitted in writing to the Program Administrator.

Dirk Starksen
President/CEO
206 East Avenue K-4, Lancaster, CA 93535
Phone: 661-940-7555
Email: uppadmin@advancedclutch.com

No person other than the Program Administrator, President, CEO, or Vice President of Sales of ACT is authorized to
answer questions regarding, to comment on, or to accept information regarding potential violations of this policy. In
addition, any information regarding potential violations must be provided to the Program Administrator in
writing. ACT will not respond to any questions or comments for one customer about the activities of any other
customer.