October 15, 2016

Minimum Advertised Price (MAP) Policy

Bitwave USA, LLC implemented this unilateral Minimum Advertised Price (“MAP”) Policy (effective October 15th, 2016) to assist our retail partners to more effectively merchandise and sell UCLEAR® Products. The purpose of this MAP Policy is to encourage its resellers and dealers (“Dealers”) to promote and invest in the effective marketing and sale of UCLEAR® products, and to promote the perception of premium quality and value of those products. UCLEAR® products are superior to our competitors’ products and require knowledgeable sales persons and/or helpful display and demonstration arrangements to assist end users in the full appreciation and understanding of the functional features of the products.

Statement of Policy All UCLEAR®

Dealers are free to promote UCLEAR® Products at a price they deem to be appropriate. However, if the price for any UCLEAR® Product is advertised below the published MAP price, the terms of this policy will apply.

           1) Any UCLEAR® Products covered by this MAP Policy cannot be advertised below the published minimum advertised price even when included in a package of other, non-UCLEAR® products. This policy applies to any and all published, printed, out-of-home and electronic advertising, including all inserts, magazines, newspapers, catalogs, flyers, brochures, posters, coupons, direct mail, email, faxes, radio, television, billboards, banners, and Internet advertising.

           2) This MAP Policy does not apply to any in-store advertising that is displayed only in-store. Instore displays, point of sale signs, hang tags or bar codes or similar marks on products or product packaging that merely state price is not considered subject to this MAP Policy. In that regard, this MAP Policy does not apply to the actual “check-out” page of any sellers Web site or related Internet site. This MAP Policy does apply to any other page(s) on the reseller’s Web site.

           3) Bitwave USA authorized direct retail customers are prohibited from selling UCLEAR Dealer Exclusive products through online commerce via Amazon, eBay or other major third-party online retailers without the sole authorization and active sales contract with UCLEAR. Authorized direct retail exclusive products are to be marketed and sold as in-store products exclusively, dealer special events, and dealer only web sites.

           4) The MAP is in effect regardless of any claim by any Dealer guaranteeing the lowest price, or stating they will beat any other retailer’s price. Honest mistakes or an inadvertent error may be considered a violation of the policy. The actual circumstances as solely determined by Bitwave USA will dictate any unilateral decision in handling these situations.

           5) There is no appeal process for finding of a violation to Bitwave USA’s unilateral decision to impose a sanction on an offending retailer. If a retailer with multiple store locations or multiple Internet sites violates the policy, BITWAVE USA’s decision to impose a sanction will apply to all of the retailer’s locations.

           6) Bitwave USA customers and distributors are prohibited from selling UCLEAR® Products to any retailers who have violated the terms of the MAP.

           7) Trans-shipping or assisting any company not approved by Bitwave USA in violating the terms of the MAP will be considered a first, second and third violation of the policy.

           8) The MAP price for new products will be shown on the current price sheet. Legacy products may be advertised up to 50 % off of the published MAP if the advertisements state the product is “End of Sale,” or “Close-Out.” Any advertisements exceeding this reduction in MAP will be considered in violation of MAP Bitwave USA / UCLEAR-Digital 1488 E Iron Eagle Drive, Eagle, ID 83616 Phone: 855-BIT-WAVE Fax: 208-639-0201 Private and Confidential Document http://www.uclear-digital.com PUB#10222015 MAP POLICY.

Any advertisement of a UCLEAR® product not designated as Legacy will be presumed new and subject to this MAP. Any UCLEAR® product that appears on the Internet must be accompanied by the price of that UCLEAR® product. Dealers may not omit the price and, instead, substitute such terms as “Call for special pricing”, “E-mail us for special pricing”, or any other language that implies a lower price or is designed to obscure the retail price. The retail price must appear with each UCLEAR® product. Additionally, the retail price must be at or above the price established by the MAP. This also applies to online auction sites that include but are not limited to eBay. A reserve price must be set and displayed that is in accordance with MAP policy. The only exception would be items that are used, previously sold, customer return, etc. and are clearly marked as such.

           9) Online auctions on sites such as eBay are not in compliance with this MAP policy. All items sold online should reflect MAP pricing. MAP Policy Violations Any advertisement of a UCLEAR® product at a price below MAP may result in forfeiture of the BITWAVE USA product promotions, marketing support, allowances or complete termination of the Dealer’s authorization to purchase UCLEAR® product. Such actions will be taken at the sole discretion of BITWAVE USA.

BITWAVE USA’s current response policy will be as follows:

First Violation. BITWAVE USA’s unilateral finding of a first violation of this policy will result in issuance of a violation notification from Bitwave USA. The violating retailer must become compliant with the Policy within 48 hours after receipt of notification. If the retail fails to be compliant after 48 hours, Bitwave USA, in its sole discretion may withdraw if any, all allowances or other program monies associated with the period in which the violation occurs, or Bitwave USA may immediately discontinue all shipments of UCLEAR® products to the offending retailer for a period not less than 3 months.

Second Violation. The second violation of this Policy will result in the immediate discontinuation of shipments of UCLEAR® products to the offending retailer for a period not less than six (6) months. Bitwave USA shall solely determine whether to reestablish sales to the violator after discontinuation of shipments.

Third Violation. The third violation of this Policy will result in the immediate discontinuation of shipments of UCLEAR® products to the offending retailer for a period not less than twelve (12) months. Bitwave USA shall solely determine whether to reestablish sales to the violator after discontinuation of shipments. Bitwave USA / UCLEAR-Digital 1488 E Iron Eagle Drive, Eagle, ID 83616 Phone: 855-BITWAVE Fax: 208-639-0201 Private and Confidential Document http://www.uclear-digital.com PUB#10222015 MAP POLICY Legality The United States Supreme Court has recognized that a supplier may establish the terms and conditions under which it sells any product, including the terms and conditions affecting the resale price. Further, the Court has ruled that the resale pricing terms and conditions must be set by the supplier unilaterally, without prior agreement of any of its customers. A Dealer will not violate antitrust laws by independently deciding to follow this policy. A Dealer should not communicate to Bitwave USA its acceptance or compliance with this policy. This is a Unilateral Policy.

Bitwave USA has unilaterally adopted this MAP Policy. Bitwave USA is not seeking, and will not accept, any agreement or assurance of compliance by a Dealer with this Policy. Nothing in this Policy statement should be construed as an agreement as to the minimum prices at which a dealer will advertise or resell UCLEAR® products. The Dealer must, in its sole discretion, determine the selling price of UCLEAR® product.
Any questions regarding this MAP Policy should be sent in writing or by e-mail to rem@Bitwaveusa.com or by letter to:

UCLEAR

1488 E. Iron Eagle Dr

Eagle, ID 83616