MAP Pricing Policy and Authorized Covered Brand Retailer Policy for Specialty Retail and E-Commerce Retailers in the United States

Diamond Select Brands (“Diamond”), a division of Enesco, LLC ("Enesco"), have established this Authorized Covered Brand Retailer Policy (the “Policy”) to build the reputation and brand equity of the following brands owned or licensed by Diamond for production and distribution of consumer products in the United States by or on behalf of Diamond:

• Diamond Select Brands / Takatoku Toys / Ichigo Ichie / Enesco products
• Shogun Horror
• Go! Saga

This Policy applies to all retailers selling Diamond products featuring the Covered Brands (the “Covered Products”) in the specialty retail and e-commerce sales channels (“Retailers”), including, without limitation, brick and mortar retailers with an active URL that is marketing, advertising or selling Covered Products or any retailer selling Covered Products on any third-party e-commerce platform or marketplace (“Third-Party Marketplace”).

In order to purchase or sell any Covered Products, Retailers must obtain Diamond’s prior written approval to be an “Authorized Covered Brand Retailer” by meeting with an authorized Diamond sales representative. The Diamond sales representative will assist the Retailer with account setup and serve as the point of contact for ordering any Covered Products. All advertised sales transactions, including, but not limited to, in-store, telephone, fax, e-mail and internet transactions, made by an Authorized Covered Brand Retailer of the Covered Products must comply with this Policy. Retailers may not amend this Policy.

Each Authorized Covered Brand Retailer is free to establish its own prices for the Covered Products; provided, however, that such Retailer must advertise and sell the Covered Products at or above Diamond’s MSRP for such Covered Products. Notwithstanding the foregoing, an Authorized Covered Brand Retailer may advertise, offer for sell and sell Covered Products below MSRP only under the following two specific circumstances:

1. During seasonal, ordinary course, time-bounded sales events which are standard in the industry, and which have been specifically approved in writing by Diamond, provided, that:
   1. Retailer may not provide a discount greater than 20% off MSRP of the Covered Products; and
   2. In the event that the discount is offered as part of a site-wide sale Retailer may not specifically call out the Covered Products as part of its marketing or advertising of the site-wide sale;
2. To sell Covered Products designated by Diamond as discontinued or retired; provided, however, that Retailer must clearly mark all such products as “discontinued” or “retired” on any advertisement or marketing materials and on any point-of-sale signage. In the event an Authorized Covered Brand Retailer breaches this Policy, Diamond, in its sole and absolute discretion, may exercise its remediation options, including, without limitation, the following:
   1. Temporarily suspend the Retailer’s approval as an Authorized Covered Brand Retailer until such Retailer addresses the breach;
   2. Eliminate any preferential terms/allowances with respect to Covered Products for such Retailer; and/or
   3. Terminate such Retailer as an approved Authorized Covered Brand Retailer.

RETAILERS ARE STRICTLY PROHIBITED FROM LISTING, ADVERTISING, MARKETING, OFFERING FOR SALE OR SELLING (EITHER DIRECTLY OR INDIRECTLY) ANY COVERED PRODUCTS ON ANY THIRD-PARTY MARKETPLACE, WITHOUT FIRST OBTAINING DIAMOND’S WRITTEN AUTHORIZATION. Such authorization may be obtained by submitting the Online Marketplace Approval Application to the assigned Diamond sales representative. Examples of a Third-Party Marketplace include, without limitation: Amazon, eBay, Wal-Mart, Michaels, Target, Alibaba, Tik Tok, Facebook, and Etsy. Covered Products may not be introduced or launched for initial sale on any Third-party Marketplace.

This Policy shall replace all former or existing policies of Diamond related to the Covered Products. Retailer questions concerning this Policy shall be addressed to Diamond Sales Management. Diamond sales representatives are not authorized to engage in discussions with Retailers on any aspect of this Policy or any decision made in connection with this Policy, and Diamond will not respond to questions or comments from one retailer about the activities of another.

To inquire about becoming an Authorized Covered Brand Retailer, please contact your Diamond sales representative. To find your sales representative, please contact Enesco Customer Service at 1-800-4-ENESCO (1-800-436-3726).