MINIMUM ADVERTISED PRICING

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MINIMUM ADVERTISED PRICING POLICY

Lucas Oil Products, Inc. (“Company”) has unilaterally adopted a minimum advertised pricing policy (“MAP”), effective July 1, 2019, that shall apply to all Distributors and Authorized Resellers of the Company’s MAP Designated Products. A Map Designated Product shall be any product listed on the Company’s website for Distributors and Authorized Resellers at https://distributor.lucasoil.com/, as it may be amended from time to time in the Company’s sole discretion. Distributors’ or Authorized Resellers’ decisions to comply with the MAP Policy and pricing is at their sole discretion; each is free independently to decide whether or not to comply with this Policy.

The Company does not ask for, nor will it accept, any assurance of compliance or agreement from a Distributor or Authorized Reseller regarding this Policy, nor will the Company discuss any conditions of acceptance related to this Policy. Neither the Company nor any of its agents will solicit or accept any agreement by a Distributor or Authorized Reseller to comply with this MAP Policy. Notwithstanding anything to the contrary that may be expressed or implied in or by one or more agreements between Distributor or Authorized Reseller and the Company, nothing in those agreements shall constitute an agreement by the Distributor or Authorized Reseller to comply with this Policy.

The MAP for all MAP Designated Products shall be listed on the on the Company’s web site for Distributors and Authorized Resellers at https://distributor.lucasoil.com/. MAP pricing is established by the Company for all MAP Designated Products and may be adjusted by the Company from time to time in its sole discretion.

The MAP Policy applies to all advertisements of MAP Designated Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet, social media sites, apps, or similar electronic media, television, radio, and public signage. Website features such as “click for price,” automated “bounce-back” pricing emails, pre-formatted email responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart, and other similar features are considered to be communications initiated by the dealer (rather than by the customer) and thereby constitute “advertising” under this MAP Policy. The MAP Policy is not applicable to any in-store advertising that is not distributed to consumers outside the store, offers to sell over the telephone, or final sale prices first disclosed to consumers in “shopping carts” in web-based sales.

This MAP Policy also applies to any activity which Company determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases” and the like.

MAP applies only to minimum advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the unilateral minimum resale prices established by the Company from time to time. The MAP Policy does not in any way limit the 1 ability of any Distributor or Authorized Reseller to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.

If a dealer with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then Company will consider this to be a violation by the dealer.

From time to time the Company may discontinue products or engage in promotions with respect to certain products. In such events, the Company reserves the right, in its sole discretion, to modify, suspend or terminate the MAP with respect to some or all of the affected products upon five (5) days advance notification on the Company’s Website of such change.

Intentional and/or repeated failure to abide by this Policy may result in termination of Reseller Authorization or Distributor status promptly following verification of such failure by the Company, to its satisfaction. The Company does not intend to do business with Authorized Resellers or Distributors who degrade the image of the Company and its products. The Company is not required to provide prior notice or issue warnings before taking any action under this MAP Policy.

The only Company representative authorized to answer questions regarding this MAP Policy and to comment on it, and to whom all questions regarding the Policy or its implementation must be addressed, is the Company’s MAP Coordinator: Shane Burns, shane@lucasoil.com. No other Company employee or agent is authorized to discuss this MAP Policy. No Company representative or employee has authority to modify or alter this MAP Policy. Should you learn of any modification or alteration of this MAP Policy or an attempt to do so, please immediately notify the Company’s MAP Coordinator identified above.

PLEASE REVIEW THIS DOCUMENT CAREFULLY AND COMMUNICATE IT TO ALL INDIVIDUALS WITHIN YOUR ORGANIZATION. IT GOVERNS CERTAIN CONDITIONS OF SALE FOR FUTURE ORDERS.