MINIMUM ADVERTISED PRICE AND RESELLER POLICIES

Reviva Labs, Inc. (“Manufacturer”) has adopted the following Minimum Advertised Price Policy (the “MAP Policy”) designed to protect the long-term strength and integrity of its brand, and Resellers’ investment in Manufacturer and its products (“Products”), by helping Resellers engage in advertising that best conveys to customers the value of Manufacturer’s Products.

The MAP Policy applies unilaterally to all retailers, wholesalers, distributors, or resellers of Manufacturer’s Products (“Resellers”) and is to maintain an advertised pricing structure. The MAP Policy applies to advertised prices, not the prices at which Products are actually sold, and each Reseller is free to set its actual resale price for any product independently.

Manufacturer’s MAP Policy is now in effect and Resellers are now expected to be in compliance. The Minimum Advertised Prices for Reviva Labs’ Products are 20% off of MSRP:

CHART (Not intended to be a complete list)

MAP Terms & Conditions

A. The MAP Policy shall apply to all Resellers, and any Drop Shippers or Third-Party Fulfillment Centers used by Resellers (if they advertise or market Products for Resellers). The minimum advertised prices for all Manufacturer Products (“Minimum Advertised Price”) shall be listed on each Manufacturer Price List. Minimum Advertised Prices may be adjusted by Manufacturer from time to time, at its sole discretion.

B. The MAP Policy applies to all advertisements of Manufacturer Products over the Internet or similar electronic media including but not limited to websites, banner ads, online advertising (e.g., google adwords, etc.), and in any and all other media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio and public signage. No such advertisement will represent or imply that any Product may be sold by a Reseller, Sub Distributor or Fulfillment Center for less than the full Minimum Advertised Price.

C. Free offers or similar promotional offers associated with Manufacturer’s Products

1. Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAP.

2. “Bundling” or including a free or discounted product (whether made by Manufacturer or another manufacturer) with a Manufacturer Product would violate this MAP Policy and is not permitted.

3. For multipack offers the Minimum Advertised Price of the multipack is the quantity of SKU(s) in the multipack multiplied by the respective Minimum Advertised Price of the SKU(s) that comprise said multipack.

4. Any strike-through or other alteration of the Minimum Advertised Price is prohibited.

5. Including in any advertising for a Product covered by this MAP Policy a gift card, coupon or any other type of discount that would effectively immediately reduce the advertised price of the Manufacturer’s Product below the Minimum Advertised Price then in effect for such Product will constitute a violation of this MAP Policy.

6. Manufacturer may run a sale, promotion, bundle, etc. from time to time and in such case the MAP will be the same as the sale price on those particular items and on those particular dates. Manufacturer will send out a notice in advance with details of the special.

D. The MAP Policy does not establish maximum advertised prices. All Resellers may offer Manufacturer Products at any price in excess of the Minimum Advertised Price. Internet auctions may not display or have reserved bid, “buy it now” or other acceptable prices below the Minimum Advertised Price.

E. The MAP Policy does not in any way limit the ability of any Reseller to advertise that “they have the lowest prices” or, they “will meet or beat any competitor’s price,” that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for Products is not less than Minimum Advertised Price.

F. From time to time, Manufacturer may permit Resellers to advertise one or more of the Manufacturer Products covered by this MAP Policy at prices lower than the MAP for a specified period. In such case, Manufacturer will notify its resellers in advance of the details of the limited suspension or modification of this MAP Policy.

G. A Reseller with multiple store locations that violates this MAP Policy at any particular store location will be considered to have violated this MAP Policy at all its store locations.

H. Manufacturer’s sales representatives are not permitted to make any agreement with any Reseller with respect to the advertising or pricing of Manufacturer Products, including without limitation, modifications to this MAP Policy.

I. In the case of a violation of the MAP Policy the following actions will be taken by Manufacturer (or its designated agents) against the Reseller:

1. 1st Violation: Notification with warning. Request Resellers abide by MAP and show compliance within 24 hours. Upon correction and following 30 days of compliance, violation penalties will then be cleared.

2. 2nd Violation: Notification with restrictions. Violations must be corrected within 24 hours. Regardless, suspension of purchasing abilities for 90 days. Post suspension, and following 90 days of compliance, violation penalties will then be cleared.

3. 3rd Violation: Termination of the Reseller’s business relationship with Manufacturer and its Products with or without notice at the sole discretion of Manufacturer and forfeiture of any Manufacturer’s guaranteed sale clause. That is, Resellers violating MAP a 3rd time are prohibited from returning unsold products for a refund. Pursuant to Manufacturer’s Reseller Terms a 3rd violation forfeits a Reseller’s rights per the Reseller Terms returns clause.

NOTE: Each product found to be violating MAP can, at the sole discretion of Manufacturer, be deemed an individual occurrence of a MAP Violation. Hence, three products violating MAP simultaneously could be designated as a 1st, 2nd, and 3rd violation.

J. Reseller agrees to comply with all requirements applicable to sales of Products now in force, or which may hereafter be in force, of all municipal, county, state and federal authorities. Without limiting the foregoing, Internet Reseller shall file sales and use tax returns in all jurisdictions where such filing is required and shall timely pay any taxes due.

K. Reviva Labs monitors and manages our MAP policy. For more information or for inquiries please contact Reviva Labs by email at map@revivalabs.com or via telephone 856.428.3885.