MINIMUM ADVERTISED PRICE POLICY AND AUTHORIZED RESELLER POLICY

Effective Date: July 24th 2026

1. STATEMENT OF POLICY

1.1 Pandasaurus, LLC ("Pandasaurus") has unilaterally adopted this Minimum Advertised Price Policy and Authorized Reseller Policy (together, the "Policy") to protect the substantial investment Pandasaurus has made in its brands, to preserve the value of its trademarks, to support the specialty retailers who demonstrate, teach, and champion its games, and to ensure that consumers receive authentic product backed by Pandasaurus’ warranty and replacement-parts support.

1.2 This Policy is not an agreement between Pandasaurus and any reseller. Pandasaurus neither seeks nor will it accept any assurance of compliance from any reseller. Each reseller remains free to set its own resale prices unilaterally. Pandasaurus, in turn, reserves the unilateral right to select the resellers with which it does business, and to cease doing business, directly or through its distributors, with any reseller that does not adhere to this Policy.

1.3 This Policy applies to all Pandasaurus products sold in the United States (the "Products").

2. MINIMUM ADVERTISED PRICE

2.1 MAP Level; Two Phases. The Minimum Advertised Price ("MAP") for each Product is determined as follows. (a) Launch Window. For the first ninety (90) days following a Product’s official United States release date, as published on the then-current Pandasaurus price list, the MAP is one hundred percent (100%) of the Manufacturer’s Suggested Retail Price ("MSRP"). The Launch Window MAP applies equally to the entire pre-release and pre-order period preceding the release date. (b) Evergreen. Beginning on the ninety-first (91st) day following a Product’s official United States release date, the MAP is eighty percent (80%) of MSRP. (c) MSRP and official release dates for each Product are published on the then-current Pandasaurus price list, available at [URL]. Pandasaurus may designate a different MAP for a specific Product on the price list, in which case the price list controls.

2.2 Scope; Advertised Price Online. No reseller may advertise any Product at a price below MAP in any online medium, including without limitation the reseller’s own website (including product pages, category pages, and on-site search results), email marketing, SMS, social media, paid search and shopping advertisements, marketplace listings, price-comparison feeds, affiliate placements, and automated repricing displays.

2.3 Matters Not Covered. This Policy does not apply to (a) prices advertised inside a reseller’s physical retail location, or to the actual price at which a Product is sold in-store; (b) the actual price at which a Product is sold in any channel, it being understood that this Policy governs advertised prices only and that resellers remain free to sell at any price they choose; or (c) offers of free shipping, loyalty points, or gift-with-purchase, provided the advertised price of the Product itself is not below MAP.

2.4 Bundles. Products may be advertised in bundles only if the advertised bundle price equals or exceeds the sum of the MAP of each Pandasaurus Product included in the bundle.

2.5 Promotional Windows. Pandasaurus may, in its sole discretion, announce limited MAP holidays, such as periods surrounding major industry events or holiday shopping periods, during which a stated discount from MAP is permitted. Any such window will be announced in writing to distributors and authorized resellers with specific start and end dates and a stated permitted discount.

2.6 Out-of-Print and Closeout Products. Products designated by Pandasaurus in writing as out-of-print or closeout are exempt from this Policy’s MAP provisions.

2.7 Pre-Orders. Pre-orders of Products are permitted through the Authorized Channels described in Section 3.1. All pre-order advertising is subject to the Launch Window MAP under Section 2.1(a); accordingly, pre-orders may not be advertised below one hundred percent (100%) of MSRP. Pre-order listings may not be published before the Product’s official solicitation date as announced by Pandasaurus or its distributors, and each pre-order listing must display a good-faith expected availability date consistent with Pandasaurus’ published release date.

3. AUTHORIZED RESELLER POLICY; MARKETPLACE RESTRICTION

3.1 Authorized Channels. Resellers that purchase Products from Pandasaurus or its authorized distributors may sell Products to end consumers only through (a) the reseller’s own physical brick-and-mortar retail location or locations, and (b) one (1) e-commerce website owned and operated by the reseller under the reseller’s own trade name and domain, identified to Pandasaurus or its distributor (collectively, the "Authorized Channels").

3.2 Prohibited Channels. Resellers may not sell, list, offer, or advertise Products on any third-party online marketplace, including without limitation Amazon (all storefronts), eBay, Walmart Marketplace, Target Plus, TikTok Shop, Facebook Marketplace and Meta Shops, Temu, Mercari, Etsy, and any successor or comparable platform on which the reseller transacts under a marketplace operator’s umbrella. This restriction applies regardless of the price advertised and applies to pre-order and in-stock listings alike.

3.3 No Resale for Redistribution. Resellers may sell Products only to end consumers. Sales to other resellers, to exporters, or to purchasers the reseller knows or reasonably should know intend to resell the Products are prohibited.

3.4 Trademark License; Conditional and Revocable. Pandasaurus grants each authorized reseller a limited, non-exclusive, revocable license to use Pandasaurus trademarks, product names, logos, and official product imagery (the "Marks") solely to advertise and sell Products through the Authorized Channels and consistent with this Policy. Use of the Marks in connection with any listing on a prohibited third-party marketplace is outside the scope of this license and is unauthorized. Pandasaurus reserves all rights to enforce its trademarks against unauthorized use, including against marketplace listings by unauthorized sellers.

3.5 Quality Control and Consumer Support Conditions. To maintain authorized status, a reseller must store Products under conditions that prevent damage; sell Products only in original, unopened packaging with all original contents; refrain from removing, obscuring, or altering batch codes, SKUs, or packaging; and direct consumers to Pandasaurus’ official replacement-parts and support program.

3.6 Warranty and Support Limitation. Pandasaurus’ consumer satisfaction guarantee and replacement-parts program apply only to Products purchased from Pandasaurus directly or through Authorized Channels. Products purchased from unauthorized sellers or through prohibited channels are not eligible.

3.7 Sole Authorized Amazon Seller. Pandasaurus, through its own storefront (or a designated agent identified in writing by Pandasaurus), is the sole authorized seller of new Pandasaurus Products on the Amazon marketplace in the United States. No other reseller is authorized to sell new Products on Amazon, and no purchase of Products from any other seller on Amazon is a purchase through an Authorized Channel for purposes of Section 3.6.

4. DISTRIBUTOR PROVISIONS

4.1 Qualified Retailer Standard. Pandasaurus intends its Products to be sold by retailers that maintain a genuine physical retail presence. A "Qualified Retailer" is a retailer that maintains at least one physical retail storefront that (a) is open to the general public for walk-in retail trade during regularly posted business hours of not less than twenty (20) hours per week; (b) is located in premises zoned or otherwise lawfully used for commercial retail purposes, and is not a residence, storage unit, warehouse unit, mailbox service, or virtual office; (c) maintains on-hand retail inventory displayed for in-person browsing and purchase; and (d) is staffed during posted hours. A retailer’s operation of an e-commerce website under Section 3.1(b) does not affect its status as a Qualified Retailer. Pandasaurus or its distributors may request reasonable verification of the foregoing, including photographs of the retail premises, posted hours, and proof of commercial occupancy.

4.2 Authorized distributors of Pandasaurus Products are required, as a condition of the distribution relationship, to (a) provide a copy of this Policy to each retail account prior to the first sale of Products to that account; (b) sell Products only to Qualified Retailers as defined in Section 4.1, except for accounts expressly approved in writing by Pandasaurus; (c) refrain from selling Products to any account that Pandasaurus has designated as suspended or terminated under this Policy; (d) refrain from selling Products to any account that operates primarily or substantially as a third-party marketplace seller; and (e) cooperate with Pandasaurus in identifying the source of Products appearing in prohibited channels, including through invoice and batch-code tracing.

Drafting note: The Qualified Retailer standard is deliberately defined by verifiable physical criteria rather than a revenue-mix test, which neither Pandasaurus nor its distributors could audit. The written-approval carve-out in 4.2(b) preserves flexibility for legitimate online-first accounts Pandasaurus elects to serve.

4.3 Nothing in this Section 4 requires or permits a distributor to obtain pricing assurances from any reseller.

5. ENFORCEMENT

5.1 Sole Discretion; No Negotiation. Pandasaurus will make all determinations under this Policy unilaterally. Pandasaurus employees and distributors are not authorized to negotiate, modify, or grant exceptions to this Policy, and will not discuss any reseller’s current or future pricing intentions.

5.2 Violation Schedule. Upon a first violation, Pandasaurus will provide written notification identifying the violating listing or advertisement; no response regarding pricing intentions will be solicited or accepted. Upon a second violation, or upon failure to remedy a first violation within five (5) business days, the reseller’s eligibility to purchase Products, directly or through distributors, will be suspended for sixty (60) days, including suspension of new-release allocations. Upon a third violation, the reseller’s authorized status will be terminated, Pandasaurus and its distributors will cease all sales to the reseller, and the license granted under Section 3.4 will be revoked as of the termination date.

5.3 Marketplace Violations. Any listing of Products by a reseller on a prohibited marketplace constitutes a violation regardless of the advertised price and is subject to the schedule in Section 5.2. Pandasaurus may additionally pursue removal of marketplace listings that make unauthorized use of the Marks or of Pandasaurus’ copyrighted assets.

5.4 Monitoring. Pandasaurus may use automated price-monitoring and marketplace-monitoring services and may make test purchases, including batch-code tracing, to identify violations and their supply source.

5.5 Reinstatement. A terminated reseller may petition for reinstatement no earlier than twelve (12) months after termination. Reinstatement is at Pandasaurus’ sole discretion.

6. GENERAL

6.1 Pandasaurus may modify, suspend, or discontinue this Policy at any time, in whole or in part, effective upon publication at www.pandasaurusgames.com/and notice to distributors.

6.2 This Policy has not been solicited by, negotiated with, or agreed to by any reseller or distributor with respect to resale pricing, and does not constitute a contract regarding resale prices.

6.3 Questions regarding this Policy must be submitted in writing to mappolicy@pandasaurusgames.com. Pandasaurus will not discuss this Policy by telephone and will not discuss any reseller’s pricing of Products.