TRG Group-Wenger and Swiss Gear Internet Dealer Pricing Policy EFFECTIVE APRIL1, 2013 In order to create an orderly market for TRG ACCESSORIES (doing business as TRG Group)(“TRG”) distributed product we are instituting this Internet Dealer Pricing Policy (“Policy”). The purpose of this policy is to protect the Wenger and Swiss Gear (“Wenger”, “Swiss Gear”) brands and assist our authorized retail partners with promoting and selling our product at reasonable retail margins. TRG will periodically supply and update the acceptable pricing on products covered by this policy to coincide with official price changes or product introductions. This Internet Dealer Pricing Policy applies to any advertisement, promotion or sale of all products listed. Any products not listed on the latest version of the Policy price list are considered not part of the policy. This Policy applies to all product listed whether purchased directly from TRG or from any other source including distributors or “grey market” sources. While every retailer is free to set their own resale pricing, TRG is also free to conduct business only with retail partners who comply with this Policy. Advertising or promotion, for the purposes of this Policy, shall be any presentation, offer, or solicitation for purposes of sale of Wenger and Swiss Gear product listed in the Policy price list (attached “Exhibit A”) by the reseller including, without limitation, their on-line store including shopping cart and checkout web pages. This shall include, but is not limited to, price lists, newspaper and magazine advertisements, catalogs, flyers or other direct mail, signs, billboards, banners on the exterior of the physical place of business to include any parking lot or parking structure. These advertising and promotion standards also apply to any off premise events (shows, conventions, auctions, flea markets, user groups, etc.) at or in which the reseller participates for the purpose of selling Wenger and/or Swiss Gear products. It is also understood that this policy covers any and all forms of electronic advertising to include radio, TV, facsimiles, Internet (including online auctions, user groups, flea markets, etc.) and websites. Consumer programs, when offered by TRG/Wenger and/or Swiss Gear, must be shown in advertising as a separate line item with a consumer total or net price. Example: MAXXUM 16” Computer Backpack Suggested Retail Price $79.99 Less Wenger and/or Swiss Gear Discount/ Rebate: $10.00 Price after Discount/ Rebate: $69.99 The net advertised price can only be shown when both the Policy pricing and rebate are clearly shown. Store-wide or category-wide promotions such as “All Bags on Sale” or “Entire Business Gear line on Sale” are acceptable as long as Wenger and Swiss Gear products are not pictured or listed and resultant pricing is compliant with this Policy. A brand heading that states, “10% off all Wenger and/ or Swiss Gear” will not be compliant if the final advertised price for any product is not compliant with this Policy. Advertising or promotions including Wenger and/or Swiss Gear brand products which contains text, terms, or phrases implying that the reseller is offering Wenger and/or Swiss Gear brand products below the Policy price is in violation of this Policy. Product that that contains multiple components may not be sold separately but must be sold in the configuration as originally distributed by TRG. All product contained on the Policy Price List are covered by this Policy and all products must be solely acquired from TRG GROUP, 2047 Westport Center Drive, St. Louis, Missouri 63146 or its Authorized Distributor(s). The following are NOT a violation: 1) FREE Shipping 2) FREE Financing 3) Value add not to exceed 10% of business gear price (example: If a bag is $100.00 the value added free items cannot exceed $10.00) 5) Refurbished or Used product as long as it is clearly stated in the product description that it is refurbished or used. These ARE a violation: 1) “All Wenger and/or Swiss Gear products on sale” (example: 10% off all Wenger bags) 2) Gift card with purchase when gift card can be used on same day as the original transaction. The gift card cannot exceed 10% of the value of the product sold. 3) Any internet auctions which accept bids, excluding “buy it now” non-auction sales, are considered a violation If TRG determines, to its sole satisfaction, that the reseller has advertised, promoted or sold a product at a price below the Minimum Advertised Price set forth in the then-current Policy Price list, or otherwise violates this Policy, TRG will exercise the following consequences: Violation 1st Violation 2nd Violation Any violation, regardless of product, within 12 months of the initial violation will be considered a 2nd violation. 3rd Violation Any violation, regardless of product, within 12 months of the initial violation will be considered a 3rd violation. Orders TRG will cancel all orders for customer in violation of policy and will not accept any new orders for 60 days from the date of the violation. TRG will cancel all orders for customer in violation of policy and will not accept any new orders for 6 months from the date of the violation. Funding Customer forfeits all promotional and/ or advertising funds, etc. associated with the product in violation for 60 days. Customer forfeits all promotional and/or advertising funds, etc. associated with the product in violation for 6 months. TRG will cancel all orders for customer in violation of policy and will not accept any new orders for 12 months or longer from the date of the violation. Customer forfeits all promotional and/ or advertising funds, etc. associated with the product in violation. Response Delay Pricing violating the Policy for 7 days after the initial violation will be considered a 2nd violation. Pricing violating the Policy for 7 days after the initial violation will be considered a 3rd violation. TRG may amend, terminate or void this Policy with or without cause on thirty (30) days prior written notice. TRG may change prices and/or products on applicable product at any time without notice. TRG does not ask for, nor will it accept, an assurance of compliance or agreement from a reseller regarding this Policy. Moreover, TRG will not discuss any conditions of acceptance related to this Policy. Nothing in this Policy (or in any agreement between reseller and TRG) is intended to be, nor should it be construed to be, an agreement between TRG and any reseller as to the minimum prices or advertised prices at which the reseller shall resell or advertise TRG product. Any questions regarding this policy must be addressed in writing to TRG at the address below: TRG GROUP 2047 Westport Center Drive St. Louis, MO 63146 Attn: Internet Pricing Policy Administrator No TRG representative or employee other than the Policy Administrator has authority to modify or alter this Policy. Any comments to the contrary by a TRG/Wenger or Swiss Gear Sales Representative are unauthorized and hereby expressly disclaimed by TRG. Exhibit A POLICY PRICE LIST SRP: SUGGESTED RETAIL PRICE MAP: MINIMUM ADVERTISED PRICE Backpack 27303130 27305140 27306060 27316060 MAXXUM 16" Computer Backpack SYNERGY 16" Computer Backpack PEGASUS 17" Computer Backpack IBEX 17" Computer Backpack $ $ $ $ 79.99 89.99 99.99 99.99 Wheeled 27011140 67953020 67966020 GRANADA 17" Wheeled Computer Case PATRIOT Rolling 2-Piece Business Set POTOMAC Rollling 2-Piece Business Set $ 109.99 $ 149.99 $ 139.99 $ 99.99 $ 134.99 $ 125.99 Slimcase/Brief 27465020 27467140 27500010 27501060 67444140 67615020 67616020 67617020 SHERPA 16" Slimcase SHERPA 17" Double Slimcase SHERPA 16" Computer Slimcase SHERPA 17.3" Computer Slimcase LEGACY 17" Slimcase LEGACY 10.2" Ultra Computer Slimcase LEGACY 14.1" Ultra Computer Slimcase LEGACY 16" Ultra Computer Slimcase $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 49.99 49.99 34.99 44.99 59.99 39.99 49.99 59.99 $ $ $ $ 69.99 79.99 89.99 89.99 44.99 44.99 29.99 39.99 54.99 34.99 44.99 54.99