Tim McCarthy, Founder and CEO ZyCoat, LLC, has been involved in the automotive sound deadening & thermal insulation business since the late 1980’s. After spending over 15 years as a Tier One supplier to Ford, General Motors, Chrysler and several transnational vehicle manufacturers, in November, 2002 McCarthy launched HushMat, at the SEMA Show in Las Vegas, NV. HushMat is the top-rated, USA manufactured and easiest to install sound deadening and thermal insulating material.


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ZyCoat, LLC

Minimum Advertised Price “MAP” Policy
January 1, 2024

ZyCoat, LLC’s Minimum Advertised Pricing (MAP) Policy is incorporated by reference in our Terms & Conditions of Sale.
It is understood by all distribution and retail customers of ZyCoat, LLC products “Buyer” that ZyCoat, LLC “Seller” has
invested significant dollars and resources to build the company and brands. lt is also understood by the Buyer that failure to
comply with this MAP Policy causes undue degradation and financial loss of brand investment and equity. We will continue
to invest our resources and time to protect our brand.

a. Seller hereby grants Buyer a limited, non-transferable license and right to create and maintain a hypertext
link on the Buyer’s Web Site that, when activated, will cause the user’s Web browsers to point to the home page of
the Seller’s Web Site at www.ZyCoat.com (the “Authorized Link”). Such grant includes the right to use the Seller’s
name, logo and trademarks included on the Seller’s Web site or in other forms of media including print, subject to
the restrictions set forth therein. Minimum Advertises Price Policy (“MAP”) is defined as no advertised or published
price in any form of media at less than Manufacturer’s Suggested Retail Price (“MSRP”) for Consumer sale and
Wholesale MAP price at no less than Manufacturer’s stated Jobber Price. Such license is contingent upon the Buyer
adherence to Seller’s Retail and Wholesale Minimum Advertised Price (“MAP”) policy. License will be revoked
immediately with or without notice if Buyer does not adhere to such MAP policy.

b. So long as Buyer maintains the Authorized Link or use of ZYBAR or ZYCOR Trademark, the Buyer may
not utilize the Buyer’s Web Site or other media (i) to sell, advertise or promote pornography, (ii) sell, advertise or
promote drugs or other controlled substances, (iii) to sell advertise or promote guns, weapons or instruments of
violence, (iv) to advertise or promote any political party, cause or ideological purpose, (v) to otherwise promote or
advocate any ideals or positions that are contrary or inimical to the Seller’s interests, (vi) in a manner prohibited by
law, or (vii) in a manner that, in the sole discretion of Seller, implies a false affiliation with Seller.

c. Buyer warrants that: (i) the Buyer’s Web Site and print media is owned by or licensed to Buyer and
Buyer’s maintenance and use of the Buyer’s Web Site and print media shall not infringe or violate any patent,
copyright, trade secret, trademark, or other third party intellectual property right; (ii) Buyer’s Wed Site and the
authorized Link will not violate any applicable U.S. federal and state laws; (iii) Buyer maintains an industry
standards privacy policy on the Buyer’s Web site and will not disclose user data except in accordance therewith.

d. Seller may, in its sole discretions, require Buyer to terminate any link or Trademark use that violates this
Agreement at any time without notice. In addition, if the Seller requests Buyer to terminate such link and Trademark
use, the Buyer will do so within five (5) days of such request.

Adherence to this MAP Policy is a requirement of all Seller’s retail and wholesale customers. It is Buyer’s responsibility to
ensure that our MAP policy is adhered to as suppliers of our brand. lt is the Buyer’s responsibility to contact each customer
that you do business with and confirm ongoing use of trademarks referenced above and related published pricing is adjusted
and maintained in strict compliance with this MAP Policy. We will notify any account that we determine is in violation of
our policy. We have and will continue to take any action within our power to stop this practice of non-compliance with our
MAP policy up to and including legal action.

Buyer agrees to pay all costs of collection and attorney fees in the event of non-compliance with this MAP Policy and is
considered a Breach of agreed Terms & Conditions of Sale. lf a collection agency is engaged and/or legal proceedings are
commenced in order to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to cover all cost
of collection, including court costs and reasonable attorneys’ fees. Buyer and Seller agree that the sole and exclusive location
for any dispute that may arise between them shall be any court of competent jurisdiction located in Johnson County, Kansas.
Buyer and Seller further agree that this Agreement shall be interpreted and enforced according to the laws of the State of
Kansas, without regard to conflict of laws principles. The parties hereto knowingly and intentionally waive the right to a jury
trial on any issue or dispute that may arise between them.

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