SOLGW DEALER AGREEMENT

DEALER AGREEMENT This Dealer Agreement (“Agreement”) is made and entered into effective as of (Date Listed in Block 6 Below) (“Effective Date”), by and between Loyal 9 Mfg. LLC dba Sons of Liberty Gun Works (referred to herein as the “Company” or “Sons of Liberty”), a Delaware limited liability company having a place of business at San Antonio, Texas 2828 South Laredo Street San Antonio Texas 78207 USA, and (Company Named in Block 1 below) (referred to herein as “Dealer” or “Reseller”), a (Company Type Listed Below in Block 2) formed under the laws of the State of (State  Listed below in Address Block) and having a place of business at (Location Listed below in Address Block) Subject to all the terms and conditions of this Agreement, the parties agree to the following:

1. Appointment and Rights as Authorized Sons of Liberty Dealer

Sons of Liberty grants to Dealer a nonexclusive and non-assignable right to purchase products from Sons of Liberty, promote Dealer’s Authorized Sons of Liberty Dealer status, and promote, market (in accordance with Sons of Liberty guidelines), and resell Sons of Liberty products in accordance with this Agreement.

2. Products

The products covered by this Agreement are listed on Schedule A hereto (“Sons of Liberty Products”). Sons of Liberty reserves the right to set and change product prices, modify designs, discontinue products, or add new products at any time.

3. Order and Payment Terms

Schedule B hereto sets forth Sons of Liberty’s Dealer Program terms, including purchase volume requirements, payment terms, and other important conditions. Sons of Liberty reserves the right to revise and update Schedule B. All orders are subject to acceptance by Sons of Liberty at its sole discretion.

4. Relationship of Parties

The parties expressly understand and agree that Dealer is an independent contractor. Nothing in this Agreement may be construed to constitute any party as an agent for any other party. No party has the right to bind or transact business on behalf of the other.

5. Dealer Responsibilities and Obligations

Dealer agrees to comply with all federal, state, and local laws and regulations, maintain a physical retail presence, and fulfill all obligations outlined in this Agreement. Specific responsibilities include, but are not limited to:

· Maintaining a valid Federal Firearms License (FFL) and other required licenses.

· Conducting background checks on employees and ensuring compliance with firearm sales laws.

· Selling Sons of Liberty products only at authorized locations and not at gun shows.

· Ensuring all sales comply with applicable laws, including background checks and proper documentation.

· Maintaining accurate sales records and cooperating with law enforcement as required.

· Adhering to Sons of Liberty’s marketing and promotional guidelines.

6. Sons of Liberty Responsibilities and Obligations

Sons of Liberty agrees to provide marketing materials, inform Dealer of product changes, and ensure compliance with FFL validity checks. Additional responsibilities are outlined in the Agreement.

7. Term; Termination

This Agreement is effective for a term of twelve (12) months from the Effective Date and may be renewed by mutual written agreement. Either party may terminate the Agreement with 30 days’ written notice. Immediate termination may occur under specific conditions, such as breach of Agreement or insolvency.

8. Obligations upon Agreement Termination or Expiration

Upon termination or expiration, Dealer must:

· Pay all outstanding amounts within 15 days.

· Cease using Sons of Liberty trademarks and promotional materials.

· Discontinue representing any relationship with Sons of Liberty.

9. Choice of Law and Forum

This Agreement shall be governed by the laws of the State of Texas. Any disputes shall be resolved exclusively in the State District Court in Bexar County, Texas, or the United States District Court for the Western District of Texas, Austin Division.

10. Confidentiality

The parties agree to maintain the confidentiality of the terms of this Agreement and related information. This provision survives the termination or expiration of the Agreement.

11. Miscellaneous

This Agreement may not be assigned by Dealer without prior written consent from Sons of Liberty. Any amendments must be in writing and signed by both parties. Notices must be delivered in writing to the addresses provided in this Agreement.

12. Electronic Signature Capture

The parties agree that this Agreement may be executed electronically, and such electronic signatures shall be deemed valid and binding as if signed in ink. By signing electronically, each party acknowledges their intent to be bound by the terms of this Agreement.

· Electronic Signature Process: The Dealer and Sons of Liberty will utilize a secure electronic signature platform to execute this Agreement.

· Acknowledgment of Legality: Both parties acknowledge that electronic signatures are legally binding under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).

 

SONS OF LIBERTY GUN WORKS 2025 MAP/MSRP POLICY

 

· Sons of Liberty Gun Works (“SOLGW”) is a premier firearm manufacturer that has made significant investments in its brand image, emphasizing both the high quality and performance of its products. In keeping with this, SOLGW believes that its products should be advertised at prices that reflect the value of those products.

· SOLGW expects all distributors and retailers (collectively “resellers” or “dealers”), including those selling over the Internet, to maintain its high standards and brand image for these product lines.

· SOLGW further expects all resellers to take the time to learn about and properly promote its products, so they can effectively serve their customers.

· For all these reasons, SOLGW has implemented a Minimum Advertised Price (“MAP”) Policy (the “Policy”) for all its branded products (individually, a “Product,” and collectively, the “Products”) where MAP equals our Manufacturer’s Suggested Retail Price (“MSRP”). This one price or uniform pricing policy ensures consumers see the same price advertised throughout all sales channels and is reflective of the premium nature of SOLGW products and brand.

· This Policy is in addition to and separate from all other programs and policies intended to establish a strong brand presence, allowing the end customer an experience that is consistent with SOLGW’s emphasis on high quality and performance.

SCOPE OF POLICY

Covered Products:

· The Policy applies to all resellers that sell, promote, or advertise the Products, including the online sale of Products, and applies to all advertising and promotion of the Products. This includes, without limitation, placements on websites, social media, banner and pop-up ads, broadcast emails, landing pages, affiliate marketing, email marketing, etc.

· This Policy applies only to advertised prices and does not apply to the price at which the Products are sold to an end customer.

· All resellers remain free to sell the Products at any price they choose. SOLGW does not seek, nor will SOLGW discuss or accept, any agreement or assurance from resellers concerning the prices at which any reseller decides to sell the Products.

Covered Products:

· This Policy covers only the Products (as that term is defined above) and does not apply to blemished, discontinued, or non-active products, if the Product advertised clearly states that it is blemish, discontinued, or non-active.

· From time to time, SOLGW may choose to offer special promotions on certain Products. In such an event, SOLGW reserves the right to modify or suspend this Policy in whole or in part by notifying resellers of the duration and nature of the change. Moreover, certain products may be added or dropped from this Policy at SOLGW’s sole determination. Each reseller is responsible for regularly checking to be aware of changes to the MSRP and this Policy.

ADVERTISING AND PRICES:

· Resellers are not required to indicate pricing for the Products in online media. However, if a price for a Product is indicated, the model shown must be included in the description of the Product being sold, and the advertised price of a Product covered by this Policy cannot be less than the MSRP.

· All advertised Products must not misrepresent the terms SOLGW’s Lifetime Warranty for the Product.

· Resellers may not sell Products to any other resellers that advertise or otherwise promote the Products in online media by indicating a price that is less than the MSRP or that otherwise violates this Policy.

· Resellers may advertise the Products at any price more than the MSRP/MAP.

· Resellers who advertise the Products in compliance with this Policy may not promote the Products through arrangements that provide cash back to customers. Doing so diminishes the brand image of the Products.

Third-party marketplaces such as GunBroker are not allowed. We believe these third-party marketplaces diminish the value of being in the SOLGW dealer network where we have carefully selected our dealer partners based on extraordinary customer service and experience, ability to represent the SOLGW brand, and other factors shows as hours and location, etc.

The sales tactics below are not allowed under this policy:

· Displaying a numerical discount, as a percentage or dollars off next to the advertised price, that when applied lowers the advertised price below MSRP.

· Use of coupons or codes that imply a percentage or dollars off discount that would lower the advertised price to be below MSRP. (See SCHEDULE B for more information below.)

· Banners that display sitewide promotions with numerical discounts that when applied lowers the advertised price below MSRP.

Dealers shall not market or sell any SOLGW products at a gun show or online through third-party websites such as Gunbroker, unless the item is blemished, discontinued, or non-active products. Dealers are only permitted to sell SOLGW products at their licensed premises as identified on their FFL and through the Dealer’s approved website.

SCHEDULE A:

Dealer Levels Overview

Effective immediately, we are implementing new dealer levels for our partners. The following outlines the details for each level, existing dealers will be reclassified on these terms 01 MAY 2025. They are in effect for ALL dealers

Platinum Level

• Firearms/Firearm Sub-Assemblies: 25% discount from MSRP

• Parts: 30% discount from MSRP

• Early Pay Discount: 2% if paid within 10 days of sale (DOS), net 30 days

• Freight: Freight On Board (FOB)

• Quarterly Minimum Purchase: $125,000.00

Gold Level

• Firearms/Firearm Sub-Assemblies: 20% discount from MSRP

• Parts: 25% discount from MSRP

• Early Pay Discount: 2% if paid within 10 days of sale (DOS), net 30 days

• Freight: FOB for orders of $10,000 or more; actual freight charges for orders under $10,000

• Quarterly Minimum Purchase: $25,000.00

Silver Level

• Firearms/Firearm Sub-Assemblies: 15% discount from MSRP

• Parts: 20% discount from MSRP

• Early Pay Discount: Not eligible

• Freight: Actual freight charges

• Minimum Opening Order: $5,000.00

SCHEDULE B

AFFILIATE MARKETING & COUPON CODE POLICY 

OVERVIEW

This policy serves as an addendum to the SONS OF LIBERTY GUN WORKS MSRP POLICY and outlines permissible affiliate marketing practices, email capture campaigns, and abandoned cart recovery strategies that ensure compliance with our established MSRP guidelines.

 AFFILIATE MARKETING PROGRAM 

Permissible Discount Structure

Affiliates may offer promotional codes that provide up to 10% off purchases that include SOLGW products, provided that:

  • The discount is applied only at checkout in the shopping cart.
  • The advertised/listed price of SOLGW products remains at full MSRP prior to the cart.
  • No specific percentage or dollar discount amount is advertised in connection with SOLGW products.
  • Promotional language does not specifically mention the SOLGW brand or products in discount messaging. 

Acceptable Promotional Language Includes:

  • “Use code PARTNER10 for special savings at checkout.”
  • “Click here for exclusive partner discounts.”
  • “Exclusive savings on premium firearms and accessories.”

 

Prohibited Promotional Language Includes:

  • “10% off SOLGW products.”
  • “Save $XX on SOLGW rifles.”
  • Any messaging that explicitly connects a specific discount percentage or amount to SOLGW products.