Fia Inc.

RESALE PRICE POLICY

1. BUSINESS PURPOSE

Fia Inc. (“Fia”) has unilaterally determined to implement a Resale Pricing Policy (“the policy”) on all Fia products effective January 1, 2015. The
policy sets the minimum price for which Fia products can be advertised and sold. The policy is subject to all “resellers” which include retailers
(brick & mortar and on-line), jobbers, dealers and warehouse distributors in the United States. The policy is intended only to protect the
integrity, branding, and profitability of Fia products. The policy will be strictly enforced.

No written or verbal acceptance is being sought by Fia to accept the terms of this policy. Each individual reseller can at their discretion choose
to comply or not comply with the policy. Non-compliance will result in one or more of the violation penalties in section 3. The Fia Resale Price
Policy does not constitute an agreement or contract between Fia and their resellers. The policy is non-negotiable.

2. POLICY DETAILS

The policy applies to retail pricing of Fia products in any and all media including, without limitation price lists, invoices, flyers, posters, coupons,
mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email
newsletters, email solicitation, television, radio, and public signage
All resellers remain free to establish their own resale prices. Fia will provide resellers with a list of suggested retail minimum prices. Fia
reserves the right to update or modify this pricing at any time. The suggested retail minimum price shall apply to all reseller’s sales to end user
customers.

For the purpose of this policy “minimum price” means with respect to retail, the lowest price at which a Fia product is offered by a reseller to
an end user customer. The current FIA suggested retail minimum prices for each part number are attached and designated by country (U.S.A.).

A reseller will be in consideration of violating the policy when:

1.

(Direct or Indirect Resellers) advertise or sell a Fia branded product(s) below the suggested retail minimum price level.

2.

(Direct or Indirect Resellers) offer to sell a Fia branded product(s) in conjunction with other products at reduced prices, as part of a “package”
or in combination with other discounted services.
If Fia verifies that a reseller has violated this policy, Fia will, without assuming any liability, immediately revoke the authorization of that reseller
to sell all Fia products based on the penalties outlined in section 3.
Fia reserves the right to occasionally permit sales of its products in connection with promotions for limited periods of time that might otherwise
violate the terms of this policy and consider them to be exceptions to the policy. In the event Fia chooses to do so, advanced unilateral notice
will be provided to all customers setting forth the details of such promotions and dates in which such exception is applicable.

Fia will monitor independent and auction sites to identify those which are in non-compliance and will routinely notify Dealers of these sites.
Any and all auction and retail site listings that have a “make offer”, “bid”, “see price in cart”, “add to cart” or similar type options will be
considered non-compliant to the policy and enforced accordingly.

Fia will supply and maintain a Do Not Sell list. This list will include all resellers that are violation of our policy and are not allowed to purchase or
sell any Fia Products.

Any Warehouse Distributor selling a Fia branded product(s) to a known reseller on the list will be considered in violation of the policy and will
be subject to the penalties listed in section 3.

3.VIOLATION PENALTIES

Fia recognizes each reseller’s right to establish its own resale price. Fia similarly has the right to make its own decision regarding product
allocation and reseller participation. Failure to comply with the policy will result in one or more of the following actions unilaterally imposed by
Fia.

1.

Reseller will be placed on the Do Not Sell list.

2.

Reseller will be removed from Fia’s website Distributor and/or Dealer locator list.

3.

Reseller will lose all rights to Fia intellectual properties

4.

Fia reserves the right to immediately and indefinitely discontinue selling its products to specific resellers who are in violation of the policy.
In such cases, Fia shall, without any advanced notice and without liability immediately cancel all orders and refuse to accept any new orders
from said reseller.

4. ADDITONAL POLICY TERMS AND CONDITIONS

The policy may be modified, extended, suspended, discontinued or rescinded in whole or in part by notice from Fia at any time. In the event of
any disagreement over the interpretation or enforcement of the policy, Fia’s view will control.
Fia will not discuss any conditions of acceptance related to this policy. In addition, Fia neither solicits, nor will accept, any assurance of
compliance with this policy.

5. Questions

All questions or requests for additional information regarding this policy or potential violations must be addressed to the policy administrator:
Randy Malowski, 419 McMillan Avenue, Winnipeg MB, R3L 0N3 Phone: 800-835-0438 or Email: randy@gofia.com.
No person other than the policy administrator 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 policy administrator in
writing.

Fia Inc. 419 McMillan Avenue Winnipeg, Canada R3L 0N3
Phone: (204) 475-0515 Toll Free: 1-800-835-0438
Fax: (204) 284-8246 E-mail: randy@gofia.com Web Site: www.gofia.com