APW/Bakers Pride/Star Holdings Group

(Holman, Lang, MagiKitch’n, Star, Toastmaster & Wells)

Minimum Advertised Price & Minimum Resale Internet Cart

MINIMUM ADVERTISED PRICE (MAP) POLICY

This Policy applies to all means of Advertised Pricing for all Middleby Commercial Foodservice Brands

The APW/Bakers Pride/Star Holdings Group (hereinafter “the Group”) and the Middleby Corporation (hereinafter “the Corporation”) is committed to supporting our Authorized Dealers and Resellers selling the Group’s products in or into the United States & Canada by continuing to provide high-quality, premium products for the foodservice industry while maintaining its brand equity and integrity. This Minimum Advertised Price Policy (“MAP”) applies to ANY and ALL means of Advertised Pricing, to Any and ALL customers, for all Brands within the Group and the Corporation. Advertising at a price below MAP will be considered a violation of this Policy. This MAP Policy will apply to any activity which the Group or the Corporation determines, in their sole and absolute discretion, is designed or intended to circumvent the intent of this MAP Policy.

• • MAP Policy pricing is the Current List Price less 45% for all Group products; and advertised at a price no less than rounded down to the nearest whole number off the Current List Price.
• • If a Dealer offers or combines (i.e., “bundling”) one or more products from a single or multiple brands of the Group or the Corporation in an advertisement, the aggregate price for all products by the Group and Corporation offered for sale in combination may not be lower than the cumulative MAP for each of the products when sold separately.
• • At the Dealer’s sole expense, the Dealer may offer or combine the following items of casters, warranty or freight into their product’s sell price; not to be below the product’s MAP price.

The MAP Policy applies to any advertisements of the Group’s products and designs in any and all media, including but not limited to, print advertising (e.g. magazines, catalogs, newspapers, posters, flyers and direct mail), e-mail and facsimile advertising (e.g. broadcast campaigns, flyers, coupons and similar inserts), internet or similar electronic media (e.g. Amazon, eBay, Google), Dealer websites, internet banner ads, social media blasts, social networks, search engine advertising and all other types of digital signage.

All internet advertised prices must show the product’s “MAP” price or higher. Any communications stating or implying that a price below MAP may be found elsewhere on the site, that is initiated by the Dealer, would constitute advertising and would be deemed a violation of this MAP Policy. Dealers may not make any statements, displays, or communications that indicate, state, imply, or suggest that a lower price may be found at the online check out, including but not limited to: “Call for Pricing”, “Chat for Pricing”, “Text for Pricing”, “Click for Pricing”, “Email for Pricing”, “Add to Cart for Pricing”, “Mouse Over for Pricing”, “Log In for Pricing”, strike-through the price, or any of the like. This includes “shopping cart price”, “chat box price” and “emailed price” that appear on the internet in any format on any Dealer’s public internet website or public internet-based account, including internet search engine shopping feeds, are all subject to the Group and the Corporate MAP Policy. Website features such as automated “bounce-back” pricing emails, pre-formatted email responses, forms, automatic price display, loyalty and reward point systems and other similar features are considered “advertising” under this MAP Policy. Under this MAP Policy, the Group and the Corporation prohibit the use of split-screen, side-by-side advertising, or pop-ups to advertise a similar product of any other brand other than those that are manufactured by other brands within the Corporation. The Group and the Corporation prohibit any Dealer from redirecting (automatically, inadvertently or otherwise) a customer who is in search of a product of the Group, the Corporation or item number to any other non-Middleby brand.

No Dealer may advertise a product of the Group or the Corporation at a price in violation of this MAP Policy on any third-party platform such as Amazon, eBay, Google or any like platforms in which it may operate as a vendor or have a re-distributor operate on its behalf. No Dealer may advertise a price in violation of this MAP Policy in an effort to match or beat a competitor’s price. It is a violation of the MAP Policy to advertise a price below MAP pricing, even if such advertised price was automatically or manually generated due to a MAP Policy violation by a vendor or competition another medium or platform.

From time to time, the Group or the Corporation may discontinue certain products or engage in promotions with respect to certain products. In such events, the Group and the Corporation reserve the right to modify or suspend the MAP Policy with respect to the affected products at its sole discretion. Such changes shall apply equally to all Authorized Dealers of the Group and the Corporation.

MINIMUM RESALE INTERNET CART PRICE (MRICP) POLICY

The Minimum Resale Internet Cart Price (“MRICP”) applies to the final internet check out prices regardless of providing a customer “log in”, membership or similar (e.g., shopping cart prices, chat box prices, emailed prices, and prices on the internet website or search engines) of the Group’s or the Corporation’s products. The Group requires that when Dealers sell select products (listed below) through internet sales that these products are subject to MRICP and are sold at a price no more than a 52% discount rounded down to the nearest whole number off the current List Price. This MRICP Policy will apply to any activity which the Group or the Corporation determines, in their sole and absolute discretion, is designed or intended to circumvent the intent of this MRICP Policy. vEffective Jan 2021 2

The MAP Policy and MRICP Policy apply only to advertised prices and do not apply to the price at which the products are actually sold or offered for sale to an individual customer at a Dealer’s place of business, including contract negotiations, or negotiations in the field. The decision to implement and enforce the MAP Policy and the MRICP Policy is solely to protect the Group’s and the Corporation’s brands, reputation and competitiveness and the Authorized Dealers who promote and sell their products based on quantitative and qualitative factors.