Retail and Wholesale Unilateral Pricing Policy

Date: December 1st, 2021

Overview
To retain brand value and a healthy distribution channel, VMP Performance has implemented the
following Retail and Wholesale Unilateral Pricing Policy (UPP), effective January 1, 2022. The
UPP sets a Minimum Retail Price (MRP) and Minimum Wholesale Price (MWP) for all VMP
Performance products.

Authorized Reseller Defined: An Authorized Reseller constitutes any merchant that re-sells
VMP Performance products.

Summary
Only Authorized Resellers may resell new VMP Performance products. Although each Dealer or
WD remains free to establish its own resale prices, after VMP Performance verifies, at its sole
discretion, that a Dealer or Warehouse Distributor (WD) has violated the Policy, VMP
Performance will, without assuming any liability, immediately revoke and terminate the
authorization of the Dealer or WD (the “Violator”) to purchase the Products.

Violations
A Dealer or WD will violate the Policy in any of the following ways: by “offering” (through
advertising, promotion or otherwise and regardless of place, channel, or medium used), by
“selling” (in-store, on-line, through a catalog, or otherwise) or by “providing” (except in
exchange for bona fide returns) one or more of the products in the US or Canada at a net adjusted
price less than the current MRP established and posted by VMP Performance on its current
Product List.

Reinstatement of Terminated Dealer or WD
VMP may offer a terminated Dealer or WD reinstatement to purchase Products
“Reinstatement”), at VMP Performance’s sole and absolute discretion, upon providing evidence
to VMP Performance that its violation of the Policy was the result of an unintentional clerical or
administrative error. If Dealer or WD is terminated for violation of the Policy three (3) times in
any twelve (12) month period, the Dealer or WD will not be considered for Reinstatement for a
minimum of three (3) months from the date of the third termination. VMP Performance’s
determination whether to issue a Reinstatement of a Dealer or WD is solely a unilateral decision
of VMP Performance and will not be based on any agreements, representations, or promises of
Dealer or WD to comply with Policy.

Promotions
VMP Performance reserves the right to run National Promotions of their products. Details will
be shared 15 days in advance and participation will be optional for the Authorized Reseller.

Modifications and Amendments
This policy may be modified or amended at any time by VMP Performance. If any changes are
to occur, VMP Performance will distribute a (30) day written notice of any changes to its
resellers.

Updated information may also be found at: www.vmpperformance.com/upp
We greatly appreciate your business and continued support of the VMP Performance brands.
Should you have any questions regarding this policy, please feel free to contact us.
Contact info
For instructions on how to report a violation, please contact:
upp@vmpperformance.com
For all other inquiries contact the VMP UPP Program Administrator (no person other than the
program administrator is authorized to answer questions regarding this policy):
Address: UPP Program Administrator 170 S SR 415, New Smyrna Beach, FL 32168 Email:
upp@vmpperformance.com
Website: www.vmpperformance.com/upp