Nanit Minimum Advertised Price Policy (MAP)

To protect the investment made by our resellers and UdiSense, Inc.’s (“Nanit”) brand reputation, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY (“MAP Policy”).

Nanit established this MAP Policy realizing that reseller advertising and sales practices that promote Nanit products primarily on the basis of price can be detrimental to reseller service and support efforts and Nanit’s competitive position. These activities can be harmful to Nanit’s brand, reputation and competitiveness, and allow some resellers to take advantage of the service and support efforts of others. Nanit believes that these practices are unfair and thus discourages such efforts. This MAP Policy only applies to U.S. based resellers.

Beginning immediately, Nanit, in its unilateral discretion, will not do business with any reseller, as to the products covered by this MAP Policy, if that reseller advertises any MAP Product below its MAP price.

Nanit is confident that this program will strengthen its competitiveness and benefit all of its resellers.

Official Policy and Guidelines

Guidelines related to this MAP Policy are as follows:

1. Unilateral MAP Policy. Nanit reserves the right to take action with respect to any reseller that violates this MAP Policy. The MAP Policy will be enforced by Nanit in its sole discretion. Nanit recognizes that any authorized Nanit reseller account can make its own decisions to advertise and sell any Nanit product at any price it chooses without consulting or advising Nanit. Resellers are free to set their own resale prices for MAP Products at all times. Nanit similarly has the right to make its own independent decision regarding product allocations and reseller participation at any time.

2. What This Policy Covers. Nanit will maintain an updated “MAP Products” list of those products that will fall under this MAP Policy. Nanit reserves the right to update or modify this list at any time. All MAP Products will have a listed MAP retail price. Pricing in advertisements must be at or above current MAP, or pricing may be omitted altogether. Listing a price in any advertising less than the MAP retail price next to the featured MAP Product will be viewed as a violation of this MAP Policy. This MAP Policy applies to all advertisement of MAP Products in any and all media, online and offline, 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. This MAP Policy also applies to any activity which Nanit 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.

3. What This MAP Policy Does Not Cover. The following items are not covered by this MAP Policy: the actual sales prices of any product; telephone quotes; or written, faxed or emailed quotes in response to the request of a specific customer for a specific product. It shall not be a violation of this MAP Policy to advertise that a customer may “call for price” or “email for price” or “add to cart to see pricing”, or to use similar language, specifically with respect to Nanit Products, so long as no price is listed. 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 this MAP and otherwise complies with this MAP Policy.

4. Modifying or Suspending the MAP Retail Price. From time to time, Nanit may permit resellers to advertise MAP Products at prices lower than the MAP retail price. In such events, Nanit 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.

5. Rebates. From time to time, Nanit may offer a direct manufacturer’s rebate to customers. In such events, it shall not be a violation of this MAP Policy to advertise the availability of the manufacturer’s rebate, provided that (a) the advertisement includes a MAP-compliant price, the rebate amount, and the net price after manufacturer’s rebate in the same type size and style; (b) an asterisk is placed next to the net price after manufacturer’s rebate; and (c) the “*After manufacturer’s rebate” appears in the same area of the advertisement as the advertised product.

6. Bundling MAP Products. Where MAP Products are bundled with or sold as part of a package that includes other products (whether or not manufactured by Nanit), it shall be a violation of this MAP Policy to sell or advertise the bundle (or package) at a price that: (a) is lower than the total MAP of the MAP Products or (b) violates the letter or spirit of the MAP Policy. It shall be a violation of this MAP Policy if MAP Products are bundled with or sold as part of a package that includes products not pre- approved by Nanit.

7. Coupons and Additional Discounts. It shall be a violation of this MAP Policy to include in any advertising for MAP Products any additional discount, coupon, gift card, 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 the MAP. Advertising that includes an additional discount, coupon, gift card, points, or any other incentive for future purchases (regardless of whether the future purchases is of a MAP Product) shall be evaluated under the same guidelines as described in Section 7 regarding product bundling, or on a case by case basis. This Section 8 shall not apply to any manufacturer’s rebate from Nanit on MAP Products or its partners’ products.

8. Multiple Store Locations. If a reseller with multiple store locations violates this MAP Policy at any particular store location, then Nanit will consider this to be a violation at all of the reseller’s locations.

9. Policy Violation. Upon receipt of notice of breach of this MAP Policy, Nanit shall allow twenty-four (24) hours for any breaching reseller to bring advertising and sales practices into compliance or Nanit will cease supplying MAP Products for a period of sixty (60) days. Nanit reserves the right to cease doing business with repeat offenders. Although resellers remain free to establish their own resale prices, Nanit reserves the right to cancel all orders and indefinitely refuse to accept any new orders from any resellers following Nanit’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 Nanit, or if reseller has violated this MAP Policy in any other way.

Products Covered by Nanit’s MAP Policy:

N102 Nanit Multi-Stand — $49
N201 Nanit Plus Camera and Floor Stand - $379
N211 Nanit Plus Camera and Wall Mount - $299

Effective Date: March 1, 2019