Vittoria Industries North America, Inc. (“VINA”)
serves as importer and distributor for Vittoria bicycle tires and accessories
within the United States. Recognized as leaders in the cycling industry, Vittoria
products have a strong reputation as premium products that are superior to
others in the marketplace. VINA, entrusted with the marketing and sale of these
products, is committed to safeguarding and enhancing the reputation of the Vittoria
brand.

VINA works hard to ensure that all authorized retailers
of Vittoria products (each, a "Reseller") actively promote these products
and provide end consumers with the kind of advice, service, knowledge, and
support necessary to maintain a high level of customer satisfaction. VINA has concluded that certain types of advertising can affect Vittoria’s goodwill,
disincentivize Resellers from promoting Vittoria products and supporting our
customers, and damage the standards and reputation that Vittoria products have
achieved. VINA establishes this Minimum Advertised Price Policy ("MAP
Policy”) in order to address these concerns while preserving the right of each
Reseller to make its own individual pricing decisions.

1. Resale Prices. This MAP Policy applies only to advertised prices and does not apply to the price at which Vittoria products are actually sold by any Reseller. Resellers are free to determine and set the resale prices of the Vittoria products they sell to end consumers. Although VINA will continue to suggest resale prices (“MSRP”) in the product price list ("Product Price List”), VINA does not require its Resellers to sell Vittoria products at any particular price.

2. Minimum Advertised Price. In accordance with this MAP Policy, Resellers may not advertise Vittoria products for sale to consumers in the United States at an amount lower than the applicable MSRP set forth in the current Product Price List ("Minimum Advertised Prices”). VINA may in its sole discretion modify the MSRP of any Vittoria product or modify, suspend, or cancel this MAP Policy at any time.

3. Advertising. This MAP Policy applies to all advertisements of Vittoria products, including but not limited to those communicated in print, broadcast, or any electronic form. Communication in electronic form includes, without limitation, any webpages or information available on an application that can be accessed by any member of the public, broadcast emails or text messages, email solicitations, automated response pricing emails, and SMS or other electronic messages. For purposes of clarity, any of the above communications that contain the name, image, or features of a Vittoria product shall be deemed advertising. This also includes any communications controlled in whole or in part by a third party, for example, price comparison sites, auction sites, or third-party marketplaces, if the Reseller provided any information to the third party for the purpose of facilitating the communication.

4. Unilateral Policy. VINA does not ask for, nor will it accept, any assurance of compliance or agreement from its Resellers regarding this MAP Policy, nor will VINA discuss any conditions of acceptance related to this MAP Policy. This MAP Policy is non-negotiable and will not be altered, modified, or amended for any Reseller. No director, officer, employee, representative, or other agent of VINA is authorized to ask for or accept any assurance of compliance or agreement from Resellers, to discuss with Resellers any conditions of acceptance regarding this MAP Policy, or to modify or grant exceptions to this MAP Policy. VINA is not seeking agreement from any Reseller to adhere to its MAP Policy and it is entirely within the discretion of the Reseller whether to comply or not to comply.

5. Policy Violation. VINA will monitor compliance with this MAP Policy. If VINA determines that a Reseller has violated this MAP Policy, VINA will provide the Reseller with written notice of the violation. Reseller is subject to a three strikes policy for violations of this MAP Policy, as described in this Section 5.

Each violation of this MAP Policy shall be considered one strike, and those strikes will be cumulative. In addition, failure to address a violation within forty-eight (48) hours of receipt of written notice will result in an additional strike. Thus, for example, if Reseller does not address a Strike 1 issue within 48 hours of receipt of written notice, that issue will escalate to a Strike 2 issue. The consequences for each strike, whether arising from discrete violations or violations that are not timely addressed as described above, are as follows:

• Strike 1 - Warning letter.
• Strike 2 - VINA may, at its sole discretion and without assuming any obligation or liability, immediately cancel all orders and stop supplying Vittoria products to the Reseller for a period determined solely by VINA. That period will last at least one month and may extend up to six months.
• Strike 3 - VINA may, at its sole discretion and without assuming any obligation or liability, immediately cancel all orders and stop supplying Vittoria products to the Reseller for a period determined solely by VINA. That period will last for no fewer than six months and may extend indefinitely.

Reseller’s strike count will reset at the end of the calendar year, or at an earlier period as determined by VINA in its sole discretion. However, any reset of the strike count will not cancel, suspend, terminate, or affect the longevity of any consequences that have already been imposed.

6. Circumvention. This MAP Policy not only prohibits advertising Vittoria products at an amount lower than the applicable Minimum Advertised Prices set forth in the Product Price List, but also any advertising practices that attempt to circumvent that prohibition. Thus, for example, the following practices by a Reseller will also constitute a violation of this MAP Policy:

(a) Advertising a bundle of two or more Vittoria products listed in the Product Price Guide for a price that is lower than the combined Minimum Advertised Price of each Vittoria product in the bundle, or a bundle of one or more Vittoria products with one or more non-Vittoria products for a price that is lower than the Minimum Advertised Price of each Vittoria product in the bundle.

(c) Advertising a rebate (in any form, including a gift card) that is conditioned upon the sale of one or more Vittoria products to an end consumer, if the advertised price of the products, minus the rebate, is lower than the applicable Minimum Advertised Prices set forth in the Product Price List. Note that rebates provided by VINA are not subject to this restriction.
(d) Using language (such as "see price in cart" or "click to see price") or graphic representations (such as the image of a price that is struck through) that imply, or from which an end consumer could infer, that an end consumer can click to see a price for a Vittoria product, when the revealed price is less than the Minimum Advertised Price of the Vittoria product.

Whether an advertising practice constitutes an attempt to circumvent this MAP Policy shall be decided at the sole discretion of VINA.

7. Exceptions. Notwithstanding the foregoing, the following practices will not constitute a violation of this MAP Policy:

(i) Advertising a bundle of a Vittoria product with any other Vittoria product not listed in the Product Price Guide for an advertised price that is at least the Minimum Advertised Price for the first Vittoria product.
(ii) Advertising free shipping for or financing on Vittoria products purchased by an end consumer.
(iii) Advertising an offer that matches the price of any promotional pricing or bundles on Vittoria products announced by VINA or offered by VINA directly to consumers on its website.
(iv) Responding in a non-automated manner (e.g., a personal phone call or a non-automated email response) to a customer’s non-automated request (e.g., a personal phone call or a personally-composed email) for pricing on a Vittoria product.
(v) Temporary exceptions, clearly defined and restricted to specific products or categories, will be granted exclusively upon receiving written consent from VINA. These exceptions may apply during holidays and authorized promotional events, subject to coordination and explicit written authorization from VINA before implementation.

8. Verification of Violation. VINA reserves the right, at its sole discretion, to request additional information to verify whether a violation of this MAP Policy has occurred. However, any such request is intended solely to gather information for VINA to determine, in its sole discretion, whether a violation of this MAP Policy has occurred. In no instance should such a request be construed as an invitation to discuss whether a violation occurred, whether it should be excused, or whether the Reseller will comply with this MAP Policy in the future.

9. Additional Policy Terms and Conditions. This MAP Policy may be modified, extended, suspended, discontinued or rescinded, in whole or in part, by VINA at any time (including, without limitation, during any promotional period(s)). Any such action will be effective immediately or as otherwise described by VINA. Interpretation or enforcement of this MAP Policy is not open for discussion or debate as VINA’s view will control. VINA will apply this MAP Policy in a non-discriminatory and even-handed manner. Any actions taken, or not taken, by VINA
in accordance with this MAP Policy will be and will remain its own independent decision.

10. Inquiries. All questions or comments regarding this MAP policy are to be directed to the policy administrator at usaccounting@vittoria.com.