VP RACING FUELS, INC. MINIMUM ADVERTISED PRICE (MAP) POLICY GENERAL Because VP believes that the performance, high quality and other attributes of its products are best conveyed by advertising that focuses on these features, and because VP desires to preserve the brand image associated with its VP®, SEF®, Motowash®, Powermaster® and other branded products (the “Products”), VP has adopted this Minimum Advertised Price Policy (the “MAP Policy”) to support advertising that promotes these objectives. This MAP Policy is a unilateral policy of VP. This policy applies to dealers and other authorized resellers including wholesale distributors (in any case, an “authorized reseller”) of any products in North America (specifically including Alaska, Hawaii, Canada, Mexico and the continental United States), who acquire such products directly from VP. It does not apply to any resellers located outside North America. Because this is a unilateral policy, it shall not be (and shall not be deemed to be) incorporated into, or a part of, any dealer agreement or any other agreement with any authorized reseller unless specifically agreed to in such agreement. A violation of this MAP policy shall occur any time an authorized reseller advertises in a Covered Media (as defined below) any Covered Product (as defined below) at a price below the current Minimum Advertised Price (as defined below) for such product. In addition, any advertising that, although in technical compliance with the terms of this MAP Policy, violates the spirit and intent of this policy (as reasonably determined by VP) shall be deemed a violation of this policy. VP reserves the right to make any changes it deems necessary to this policy from time to time. All authorized wholesalers are required to ensure that their respective authorized dealers comply with this policy. Nothing in this policy is intended to set or limit the price(s) at which authorized resellers resell their products (including any Covered Product), which prices they are free to set unilaterally. Instead, this policy merely restricts “advertisement.” No employee or representative of VP has any authority to tell any authorized reseller what its resale prices must be, nor to inhibit in any way such reseller’s independent pricing decisions. COVERED MEDIA This MAP Policy applies to all forms of advertising including, but not limited to, the following (collectively, “Covered Media”): ! Print ads (inserts, magazines, catalogs, newspapers, etc.) ! Broadcast (radio and TV) ! Direct mailers, including email ! Faxes ! Internet ads (but see “Special Internet Provisions” below) ! Billboards Provided that, this MAP Policy does not apply to (and the term “Covered Media” shall not include) the following: MINIMUM ADVERTISED PRICE (MAP) POLICY VP RACING FUELS, INC. Page 1 of 3 ! In-­‐store displays, In-­‐store banners, In-­‐store price markings ! Quotes, contracts, governmental bids ! Internet site (“checkout” pages or “shopping cart” pages where the customer makes their final purchase election) COVERED PRODUCTS & APPLICABLE MINIMUM ADVERTISED PRICE This MAP Policy applies to all VP branded fuels, oils, consumer products, and automotive products (“Covered Product”). The Minimum Advertised Price shall be no less than fifteen percent (15%) lower than the published retail price of such Covered Product; provided, however, that VP may establish and set applicable minimum advertised pricing for certain specified Covered Products, which will be published on retailer site, or mailed or emailed to resellers from time to time. An updated MAP listing is always available by contacting your sales representative This MAP Policy does not establish maximum advertised prices. All dealers and distributors may offer VP products at any price in excess of the MAP established for such product. CERTAIN ADVERTISEMENTS NOT VIOLATING MAP The following advertisements shall not (absent other circumstances) constitute a violation of the MAP Policy: ! Advertising without any reference to price ! Advertising that states “Call for Price” or similar statements ! Advertising that promises to match or beat prices from competitors ! Advertising that offers free delivery with purchase; free training with purchase; free service with purchase unless the ad specifies a dollar value for these activities which nets a price that is below the applicable Minimum Advertised Price. ! Advertising that offers free or low -­‐ interest financing, or no money down, or delayed payments unless the ad specifies a dollar value for these terms which nets a price that is below the applicable Minimum Advertised Price SPECIAL PROMOTIONS From time-­‐to-­‐time, VP may discontinue products/packaging or engage in promotions with respect to certain products. In such events, VP reserves the right to modify or suspend the MAP Policy with respect to the affected products. VP further reserves the right to adjust the MAP with respect to all or certain products at its sole discretion. SPECIAL INTERNET PROVISIONS Advertising on the Internet is subject to this MAP Policy. Examples of Internet advertising that must comply with the MAP Policy include: ! The authorized reseller’s website and banners ! The authorized reseller’s banners or advertising on sites owned by other parties (such as portal sites and news sites) ! Listings on shopper sites that accumulate and display advertised pricing from unrelated websites if sponsored or funded by the authorized reseller, or if the authorized reseller submits information to the shopper site; ! Auction sites where a minimum bid is communicated by the authorized reseller MINIMUM ADVERTISED PRICE (MAP) POLICY VP RACING FUELS, INC. Page 2 of 3 “Call for Price” or “Add to Cart for Price” is acceptable. A product that has been placed in the “shopping cart” or which appears on similar “checkout” pages where the customer makes their final purchase can be shown on such page at any price. QUESTIONS REGARDING POLICY All questions regarding the MAP Policy shall be addressed to a Regional Manager or Director of Consumer Sales, as applicable for the specific product. No other VP representative is authorized to confirm compliance with this policy, discuss it, or amend it. VP will not respond to any questions or comments from one authorized reseller about the activities of any other authorized reseller Please do not contact VP regarding any violation or alleged violation of the MAP Policy by any third party. CONSEQUENCES FOR VIOLATING MAP VP does not intend to do business with dealers, distributors, or retailers who degrade the image of its brands and products. VP reserves the right (to the extent otherwise permitted by applicable law) to take any and all actions it deems reasonable and appropriate in response to any MAP Policy violation including but not limited to: ! Withholding (or recovering, if previously paid) any marketing rebate or other allowances ! Terminating any written distributor or dealer agreement ! Refusing to sell any VP products VP will unilaterally enforce this policy in its discretion. VP will not provide prior notice or issue warnings before taking any action under this policy. VP will not respond to complaints concerning any violation of MAP Policy. MINIMUM ADVERTISED PRICE (MAP) POLICY VP RACING FUELS, INC. Page 3 of 3