This Authorized Wholesale Dealer Agreement is entered into by and between Billy Cook
AMT, LLC, doing business as Genuine Billy Cook (“Billy Cook”), and the approved
wholesale buyer or dealer (“Dealer”). By submitting a dealer application and/or placing
an order to procured products from Billy Cook at wholesale pricing, Dealer agrees
willfully to be bound by the terms herein.

1. Appointment

Billy Cook appoints Dealer as a nonexclusive Authorized Genuine Billy Cook Dealer,
subject to this Agreement.

Dealer may purchase Genuine Billy Cook products at wholesale pricing solely for resale
to end users. Dealer status is a privilege, not a right, and does not create any franchise,
distributorship, agency, partnership, exclusive territory, or ownership interest.

Dealer agrees to conduct business in a manner that protects and enhances the
reputation of the Genuine Billy Cook brand. Billy Cook may approve, reject, suspend, or
terminate Dealer status, or refuse any order, as provided in this Agreement.

2. Orders, Pricing, and Payment

Wholesale pricing, product availability, delivery schedules, minimum order requirements,
freight policies, and dealer programs are subject to change at any time.

Submission of an order does not require Billy Cook to accept it. Billy Cook may accept,
reject, cancel, delay, allocate, or partially fulfill any order in its discretion.

Unless Billy Cook has approved written credit terms, all orders must be prepaid before
shipment. Any credit extended may be modified or revoked at any time.

Past due balances shall accrue interest at the maximum rate permitted by law. Dealer
shall be responsible for all reasonable costs of collection, including attorney fees and
court costs.

3. Shipping, Risk of Loss, and Returns

Shipping charges, insurance, duties, taxes, and related costs are Dealer’s responsibility.
Dealer shall pay a 20% premium above the wholesale price on any and all products that
Billy Cook drop ships to it customer for them, unless otherwise agreed to in writing prior
to the order being placed.

Risk of loss passes to Dealer upon delivery of products to the carrier. Dealer is
responsible for inspecting all shipments promptly upon receipt and must notify Billy

Cook in writing of any shortage, damage, or order discrepancy within five business
days.

Returns are accepted only with Billy Cook’s prior written approval. Custom, special
order, used, altered, damaged, or discontinued products may not be returned unless
Billy Cook determines otherwise.

4. Advertising and Minimum Advertised Price

Dealer shall comply with Billy Cook’s Minimum Advertised Price policy.
Dealer remains free to set its own final resale prices. However, Dealer may not
advertise Genuine Billy Cook products below the current minimum advertised price
established by Billy Cook.

This restriction applies to all forms of advertising, including websites, email, text
messaging, social media, catalogs, printed materials, online advertisements,
marketplace listings, coupons, promotions, and any other public offer or communication.
Dealer may not use phrases such as “call for price,” “add to cart for lower price,” “make
offer,” “instant rebate,” or similar language to avoid or undermine the MAP policy.
Billy Cook may update MAP pricing at any time and Dealers shall update all advertised
pricing to reflect new MAP prices within thirty calendar days. Violation of this section
may result in cancellation of orders, suspension of shipments, loss of wholesale pricing,
or termination of Dealer status.

5. Internet and Online Sales

Dealer may sell Genuine Billy Cook products through Dealer’s own retail website,
provided the website is professional, accurate, and consistent with the quality and
reputation of the Genuine Billy Cook brand.

Dealer may not sell Genuine Billy Cook products through Amazon, eBay, Walmart
Marketplace, Etsy, Facebook Marketplace, Craigslist, auction sites, unauthorized third-
party marketplaces, discount platforms, or similar channels without Billy Cook’s prior
written approval. Any violation of this restriction shall require Dealer to disgorge to Billy
Cook all profits derived from such unauthorized sales, in addition to any other remedies
available under this Agreement or at law.

Dealer shall not use misleading product descriptions, inaccurate photographs, outdated
information, false availability claims, bait-and-switch tactics, counterfeit listings, or
advertising that misrepresents Billy Cook products.

Dealer may not sell Genuine Billy Cook products to resellers, diverters, exporters,
liquidators, unauthorized dealers, or any party Dealer knows or should know intends to
resell outside authorized channels.

6. Brand Use and Authorized Dealer Status

Dealer may identify itself as an “Authorized Genuine Billy Cook Dealer” only while
Dealer remains in good standing.

Dealer shall not represent or imply that it is Billy Cook, the manufacturer, an agent of
Billy Cook, an exclusive dealer, or authorized to speak or act on Billy Cook’s behalf.

Dealer shall not state or imply that it is endorsed by, affiliated with, or officially
represents the Professional Rodeo Cowboys Association, the PRCA, the National
Finals Rodeo, the NFR, or any other organization, event, sponsor, or licensing partner
of Billy Cook, except as expressly authorized in writing by Billy Cook.

Dealer may use Billy Cook names, logos, product images, descriptions, and approved
marketing materials only to advertise and sell genuine Billy Cook products. Dealer may
not alter Billy Cook trademarks, logos, photos, product descriptions, or branding
materials without written approval.

Dealer may not register or use any business name, domain name, social media handle,
keyword advertising, account name, or online identifier that includes or is confusingly
similar to “Billy Cook,” “Genuine Billy Cook,” or any Billy Cook trademark.
All goodwill associated with Billy Cook trademarks and branding belongs exclusively to
Billy Cook.

7. Product Integrity

Dealer shall sell Genuine Billy Cook products in new, original, and unaltered condition
unless otherwise approved in writing.

Dealer may not remove labels, serial numbers, maker’s marks, tags, packaging,
warranty information, or other identifying information from any product.
Dealer may not modify, stamp, rebrand, relabel, dye, engrave, repair, customize, or
materially alter any Genuine Billy Cook product before resale without Billy Cook’s prior
written approval.

Dealer shall promptly notify Billy Cook of suspected counterfeit goods, unauthorized
sellers, trademark misuse, or other activity that may harm the Billy Cook brand.

8. Warranty, Returns, and Customer Service

Billy Cook’s product warranties, if any, are limited to the written warranty terms provided
by Billy Cook.

Dealer shall not make warranty promises, guarantees, representations, or product
claims beyond those authorized by Billy Cook.

Billy Cook is not responsible for servicing Dealer’s customers. Any customer who
purchases a Genuine Billy Cook product through or from Dealer should direct all
questions, complaints, warranty claims, service requests, or other issues to Dealer.
Dealer is responsible for handling all customer communications, service, and support in
a professional manner and in accordance with Billy Cook’s policies.

Dealer should not direct customers to Billy Cook for service or support and should not
represent that Billy Cook will provide direct customer service. If Dealer fails to properly
handle customer issues or directs customers to Billy Cook in violation of this
Agreement, Billy Cook may require Dealer to remit to Billy Cook the retail profit earned
on the sale of the product at issue, in addition to any other remedies available under this
Agreement.

Dealer shall not accept returns, approve repairs, issue credits, or promise replacements
on behalf of Billy Cook without Billy Cook’s approval.

9. Termination

Either party may terminate this Agreement at any time, with or without cause, upon
written notice.

Billy Cook may immediately suspend shipments, cancel pending orders, revoke
wholesale pricing, or terminate Dealer status if Dealer violates this Agreement, fails to
pay amounts due, damages the Billy Cook brand, violates MAP, sells through
unauthorized channels, misuses Billy Cook intellectual property, or engages in
dishonest or unlawful conduct.

Upon termination, Dealer must immediately stop identifying itself as an Authorized
Genuine Billy Cook Dealer and must stop using Billy Cook trademarks, logos, images,
marketing materials, and dealer-only information.

Termination does not release Dealer from any unpaid amounts, confidentiality
obligations, brand restrictions, indemnity obligations, or other provisions intended to
survive termination.

10. Confidentiality

Wholesale pricing, dealer discounts, product plans, customer lists, business information,
and nonpublic materials provided by Billy Cook are confidential.

Dealer shall not disclose such information to any third party or use it for any purpose
other than purchasing and selling Genuine Billy Cook products under this Agreement.

Dealer acknowledges that any unauthorized disclosure or use of such confidential
information would cause substantial and irreparable harm to Billy Cook, the extent of
which would be difficult to ascertain. Accordingly, in the event of any violation of this
provision, Dealer agrees to pay Billy Cook liquidated damages in the amount of
$100,000 per violation, which the parties agree represents a reasonable estimate of the
damages likely to be incurred and is not a penalty. This remedy shall be in addition to,
and not in lieu of, any other rights or remedies available to Billy Cook at law or in equity,
including injunctive relief.

11. Indemnification

Dealer shall indemnify and hold Billy Cook harmless from any claims, damages, losses,
liabilities, costs, and attorney fees arising out of Dealer’s business operations,
advertising, customer communications, unauthorized representations, product
modifications, breach of this Agreement, or violation of law.

12. Limitation of Liability

Billy Cook shall not be liable for lost profits, lost sales, business interruption,
reputational harm, incidental damages, consequential damages, punitive damages, or
similar losses arising out of this Agreement, delayed orders, canceled orders,
termination of Dealer status, or discontinued products.

Billy Cook’s total liability for any claim relating to products sold to Dealer shall not
exceed the amount Dealer paid Billy Cook for the specific product giving rise to the
claim.

13. Governing Law, Venue, and Attorney Fees

This Agreement shall be governed by the laws of the State of Oklahoma, without regard
to conflict of law rules.

Any dispute arising out of or relating to this Agreement shall be brought exclusively in
the state or federal courts located in Oklahoma, unless Billy Cook elects another forum
to seek injunctive relief for misuse of its trademarks, confidential information, or brand
assets.

The prevailing party in any dispute shall be entitled to recover its reasonable attorney
fees, court costs, and expenses.

14. General Terms

This Agreement is the entire agreement between Billy Cook and Dealer regarding
Dealer’s wholesale account and supersedes all prior discussions, forms,
understandings, or agreements.

Billy Cook may update this Agreement upon written notice, posting on its website, or
continued acceptance of orders from Dealer after updated terms are made available.
Dealer may not assign this Agreement or transfer Dealer status without Billy Cook’s
written approval.

If any provision is found unenforceable, the remaining provisions shall remain in effect.
No waiver by Billy Cook shall be effective unless in writing, and no waiver shall be
deemed a continuing waiver.

Dealer accepts this Agreement by submitting a dealer application, placing a wholesale
order, accepting wholesale pricing, or continuing to purchase products from Billy Cook
after this Agreement is made available.