Minimum Advertised Price Policy

Introduction

Meowijuana employs a multi-channel distribution strategy that includes direct sales as well as wholesale sales through authorized retailers, and others (collectively, "resellers"). Meowijuana recognizes that our high-quality resellers are taking a risk in taking on an emerging product category, and also must invest time and resources to deliver an extraordinary customer experience through, among other things, knowledgeable staff, pre-sale demonstrations and supports, and compelling vendor presentation. To support our resellers' efforts, Meowijuana wishes to establish policies that allow resellers to earn the profits necessary to maintain the high level of customer excellence people of come to expect from its resellers. To protect the investment of our high-quality resellers and Meowijuana's brand reputation, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY ("MAP Policy"). Meowijuana established this MAP Policy due to the fact that reseller advertising and sales practices that promote Meowijuana products primarily on the basis of price could be detrimental to resellers' service and support efforts and Meowijuana's competitive position. Such activities can be harmful to Meowijuana's brand, reputation and competitiveness, and allow some resellers to take advantage of the service and support efforts of others. Meowijuana believes that these practices are unfair and thus discourages such efforts. Meowijuana, in its unilateral discretion, will not do business with any reseller, as to the products covered by this MAP Policy, if that reseller intentionally advertises any MAP Product below its MAP price. This policy will be enforced in Meowijuana's sole discretion; no agreement to any term of this policy is sought or will be accepted. Meowijuana is confident that this program will strengthen its competitiveness and benefit all of its resellers.

Official Policy and Guidelines

Additional guidelines related to the MAP Policy are as follows. Meowijuana reserves the right, in its unilateral discretion, to take other action with respect to any reseller that violates this MAP Policy.

1. The MAP Policy will be enforced by Meowijuana in its sole discretion. Resellers remain free to sell all Meowijuana products, including any MAP Products, at any price they choose, and Meowijuana will not seek or accept agreement with respect to resale prices. Meowijuana recognizes that any authorized Meowijuana account can make its own decisions to advertise and sell any Meowijuana product at any price it chooses without consulting or advising Meowijuana. Meowijuana similarly has the right to make its own independent decision regarding product allocations and reseller participation as an Meowijuana wholesale account – at any time.

2. Meowijuana will maintain an updated "MAP Products" list of those products that will fall under this MAP Policy. Meowijuana reserves the right to update or modify this list at any time.

3. All Products listed will have a MAP retail price. Listing a price other than the MAP retail price next to the featured MAP Product in any advertising will be viewed as a violation of this MAP Policy.

4. The Meowijuana MAP Policy applies to all advertisement of MAP Products in any and all media, including, without limitation, flyers, posters, coupons, mailers, inserts, newspapers, magazines catalogs, mail order catalogs, internet or similar electronic media including websites, forums, email newsletters, email solicitations, television, radio, and public signage. Such website features as "Click for price", automated "bounce – back" pricing e-mails, pre-formatted e-mail 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 reseller (rather than by the customer) and this constitutes "advertising" under this MAP Policy. This MAP Policy also applies to any activity which Meowijuana 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.

5. It shall not be a violation of this MAP Policy to advertise in general that the reseller has "the lowest prices" or will match or beat its competitors' prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP Policy.

6. From time to time, Meowijuana may in its sole discretion permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Meowijuana reserves the right to modify or suspend the MAP retail price with respect to the affected products for a specified period of time by providing advance notice to all resellers of such changes.

7. It shall be a violation of this MAP Policy to include in any advertising for Meowijuana Products any additional discount, coupon, gift card, rebate, or incentive (whether in the form of a special event, promotion, term of doing business or otherwise) that translates into an immediate price reduction, where the cumulative effect would be to reduce the advertised price of any MAP Product below MAP. Advertising that includes an additional discount, coupon, gift card, rebate, points, or any other incentive for future purchases (regardless of whether the future purchases is of a Meowijuana product) shall be evaluated under the same guidelines as described in Section 8 regarding product bundling. For example, a gift card redeemable on a future purchase would be considered an "other product" under Section 8.

8. It shall not be a violation of this MAP Policy to advertise that a customer may "call for price" or "email for price", or to use similar language, specifically with respect to Meowijuana Products, so long as no price is listed.

9. If a reseller with multiple store locations violates this MAP Policy at any particular store location, then Meowijuana will consider this to be a violation by all of the reseller's locations.

10. Although resellers remain free to establish their own resale prices, Meowijuana reserves the right, in its unilateral discretion, to cancel all orders and indefinitely refuse to accept any new orders from any resellers following Meowijuana's verification that such reseller has advertised any MAP Products at a net retail sales price less that the then-current MAP retail price established by Meowijuana, or if reseller has violated this policy in any other way.

11. Meowijuana's sales representatives are NOT permitted to discuss this Policy or make any agreements or assurances with respect to Meowijuana's Policy regarding reseller advertising or pricing. No complaint from any reseller with respect to the advertising or pricing of any other dealer is sought or will be considered.