This Minimum Advertised Price (MAP) & Channel Control Policy (the “Policy”) is issued by InstaMed Pharmaceuticals, Inc., a Utah corporation (“InstaMed”), and applies to any person or entity (“Reseller” or “you”) that purchases, resells, markets, advertises or distributes InstaMed products.

By purchasing, reselling or advertising InstaMed products, you acknowledge that you have read, understand and agree to be bound by this Policy, as it may be updated from time to time. No signature is required for this Policy to be enforceable.

InstaMed has invested substantial resources in developing and protecting its proprietary InstaRelease® technology and branded products (the “Products”). This Policy is intended to preserve brand integrity, fair market value and InstaMed’s authorized channel strategy.

(a) MAP requirement. You may not advertise, promote or display InstaMed Products at a price lower than the Minimum Advertised Price established by InstaMed and communicated in writing, including via price lists, distributor portals, invoices or electronic communications, as updated from time to time.

(b) Covered advertising. MAP applies to all forms of advertising, including but not limited to:

• Online listings and websites
• Digital advertisements, banners and sponsored listings
• Flyers, catalogs, print ads and direct mail
• Email or SMS campaigns
• Social media posts, stories, reels and paid promotions

(c) Actual sale price. This Policy does not restrict the actual resale price charged in a completed transaction; however, the advertised price must always comply with MAP.

(d) Discounts and promotions. Coupons, rebates, loyalty programs, bundles or other promotions may not result in an effective advertised price below MAP.

(e) Current MAP pricing. MAP figures are issued directly to authorized resellers in writing and are not published publicly. InstaMed reserves the right to modify MAP pricing at any time upon written notice.

InstaMed may, in its sole discretion, authorize a Reseller to advertise a Product below the otherwise applicable MAP for a limited, specified period (an “Authorized Promotional Period”), subject to all of the following:

• Written authorization required. No advertised price below MAP is permitted unless InstaMed has issued prior written authorization identifying the covered Products, the permitted discounted price or maximum discount, the start and end dates, and any additional conditions.
• Strict compliance with scope. Advertising a discounted price before the start date, after the end date, for Products not identified, or below the authorized price violates this Policy and is treated as if no authorization had been granted.
• Automatic reversion. Upon expiration, all advertised pricing must revert immediately to the MAP then in effect. Continued discount advertising after expiration is a standalone violation.
• No waiver or precedent. A promotional authorization is not a waiver of this Policy, a course of dealing or a precedent, and creates no obligation to grant future authorizations.
• Revocation. InstaMed may modify or revoke an authorization at any time upon written notice, after which the Reseller must immediately revert to MAP.
• Non-transferability. An authorization applies solely to the named Reseller and may not be assigned, transferred or extended to any other party.
• No effect on other obligations. An authorization affects only the advertised price ceiling and does not modify any other provision of this Policy.

(a) Marketplace restrictions. You are strictly prohibited from selling, listing or distributing InstaMed Products on:

• Amazon.com or Amazon Marketplace
• eBay
• Walmart.com
• Alibaba or similar platforms
• Any third-party marketplace, auction site or resale platform

unless you receive prior written authorization from InstaMed.

(b) Material breach. Unauthorized marketplace listings constitute a material breach of this Policy and may result in immediate termination of your authorization to sell InstaMed Products.

(c) Anti-diversion. You may not sell or transfer Products to any person or entity you know, or reasonably should know, intends to resell Products through prohibited marketplaces.

You are authorized to sell InstaMed Products only through the following channels:

• Your own physical retail locations
• Your own company-owned e-commerce websites
• Authorized clinics, medspas or healthcare practices approved by InstaMed

You may not appoint sub-distributors, wholesalers, brokers or agents without prior written approval from InstaMed.

(a) Monitoring. InstaMed may monitor advertised pricing and distribution channels at its sole discretion.

(b) Enforcement actions. If InstaMed determines that you have violated this Policy, InstaMed may take one or more of the following actions:

• First violation: written notice and requirement to cure within five (5) business days
• Second violation: suspension of shipments and/or reduction or elimination of discounts
• Third violation: termination of authorization to sell InstaMed Products

(c) Reservation of rights. InstaMed reserves the right to immediately cease supply, revoke authorization and pursue all available legal or equitable remedies for any violation.

MAP schedules, wholesale pricing and distribution terms are confidential and may not be disclosed to any third party without InstaMed’s prior written consent.

This Policy becomes effective upon your first purchase of InstaMed Products and remains in effect until terminated by InstaMed. InstaMed may terminate your authorization to purchase or resell Products immediately for violation of MAP, unauthorized resale, diversion or brand harm, and with or without notice in its sole discretion, as permitted by law.

Nothing in this Policy creates a partnership, joint venture, franchise or agency relationship between you and InstaMed.

This Policy is governed by the laws of the State of Utah, without regard to conflict-of-law principles. Venue shall lie exclusively in Salt Lake County, Utah.

InstaMed may modify this Policy at any time. Continued purchase, resale or advertising of Products after notice of changes constitutes acceptance of the modified Policy.

Questions regarding this Policy should be directed to InstaMed Pharmaceuticals, Inc..