MORILEE LLC AUTHORIZED RETAILER POLICY Effective April 1, 2024

Morilee by Madeline Gardner continually strives to maintain, strengthen, and build the prestige of its
bridal gown and special occasion brands, which all have a tradition of high quality and excellence.
Accordingly, Morilee by Madeline Gardner is selective in choosing retailers it authorizes to sell its
products. Morilee by Madeline Gardner reserves the right to cease doing business with any retailer
that fails to meet the requirements of an “authorized retailer” as set forth below.

Store-Sales Requirement

Morilee by Madeline Gardner products are authorized for sale by retailers with physical storefront
retail establishments offering full service to the customer. Morilee by Madeline Gardner reserves the
right to approve or disapprove a retail premises in its sole and absolute discretion based on, among
other things, appearance, service level and any other factor that affects brand image.
Internet-only retailers are NOT authorized to sell Morilee by Madeline Gardner products under any
circumstances.
Sales of Morilee by Madeline Gardner products via any of the following channels is NOT authorized
under any circumstances:

Internet retailers (e.g., Amazon)
Auction-based websites (e.g., eBay)
Social media platforms (e.g., Facebook, Instagram, and Pinterest)
E-commerce platforms (e.g., Shopify and Amazon Storefronts)
Other online channels (apart from authorized retailers’ websites) whether now known or
hereafter devised

For Morilee by Madeline Gardner’s bridal collections (e.g., Morilee, Blu, Voyage, Julietta, Madeline
Gardner Signature, Grace, The Other White Dress and Amy & Eve), (i) online publishing of MSRP
prices by specific styles are NOT authorized under any circumstances and (ii) online sales are NOT
authorized under any circumstances.

MSRP price ranges by collections stipulated by Morilee is authorized for inclusion on authorized
retailers’ websites. For example:

MG Signature	$2,000 – $6,500
Morilee	$1,500 – $2,700
Blu	$1,200 – $1,900
Julietta	$1,100 – $2,500
Amy & Eve	$1,000 – $1,600

Notwithstanding the foregoing, online publishing of prices per dress is NOT authorized under any
circumstances.

For Morilee by Madeline Gardner’s other collections, an authorized retailer with a physical store
location may (i) publish MSRP prices online by style, and (ii) sell Morilee by Madeline Gardner
products via the authorized retailer’s website if (a) such sales are in addition to sales available at the
physical store, (b) online customers are given all the benefits and privileges of in-store customers,
and (c) the authorized retailer otherwise complies with this policy.

All sales to authorized retailers are for retail sale only to end-users in accordance with the provisions
hereof. Transshipping or other redirecting of products to other locations, persons or entities for
purposes of resale are NOT authorized and will subject a retailer to immediate termination of its
“authorized retailer” status.

Maintenance of the Morilee by Madeline Gardner Brand Image

All advertising and in-store merchandising for Morilee by Madeline Gardner products must be
tasteful and reinforce the brand image promoted by Morilee by Madeline Gardner.

Morilee by Madeline Gardner reserves the right to approve or disapprove any and all advertising, in-
store merchandising and any other use of the Morilee by Madeline Gardner name and mark, other Morilee by Madeline Gardner trademarks, and product images, including, without limitation, in-store
merchandising and in print advertising, catalogs, television, radio, outdoor, direct mail, email, digital
advertising, social media, content marketing, influencer marketing, guerrilla marketing, product
placement, SMS marketing, podcast advertising, native advertising, interactive advertising,
augmented reality (AR) advertising, in-game advertising or any other form of advertising now known
or hereafter devised.

Responsiveness to Morilee Website Leads

Authorized retailers must promptly respond to leads generated through the Morilee website within a
reasonable time frame. The parties mutually acknowledge that timely communication with leads is
essential for fostering positive customer relationships.

Website Update Obligation

Authorized retailers commit to regularly updating their websites to accurately reflect the latest season
of Morilee dresses, utilizing the most recent images provided by Morilee through the Retailer Kit.
This obligation ensures the alignment of website information with current offerings, contributing to a
consistent and up-to-date consumer experience.

Brand Name Usage Compliance

Authorized retailers must use the proper brand name “Morilee” in all consumer-facing content and
marketing materials, including but not limited to their website, social media platforms, email
communications, advertisements, and in-store displays. Authorized retailers expressly agree not to
use variations such as “Mori Lee,” recognizing the importance of maintaining brand integrity and
consistency.

Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status
and otherwise discontinue doing business with any retailer whose advertising, as determined by
Morilee by Madeline Gardner, does not comport with this policy.

Responsiveness to Morilee Website Leads

Website Update Obligation

Brand Name Usage Compliance

Buying Requirements

In order to properly stock and promote Morilee by Madeline Gardner products, an authorized retailer
must meet minimum stock purchase requirements for each season and annually, as determined by
Morilee by Madeline Gardner. In particular, and without limitation, Morilee by Madeline Gardner
reserves the right to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing
business with any retailer that:

fails to place stock orders for two consecutive seasons;
fails to make a minimum purchase of at least $20,000 for the bridal dress category in any twelve (12) month period;
fails to make a minimum purchase of at least $15,000 for the quinceañera dress category in any twelve (12) month period; and/or
otherwise fails to comply with Morilee by Madeline Gardner’s buying requirements.

Morilee by Madeline Gardner reserves the right to withhold discounts for any retailer that fails to
comply with Morilee by Madeline Gardner’s buying requirements.

MSRP

Morilee by Madeline Gardner acknowledges that retailers have the right to set retail prices for the
products that they sell. However, because Morilee by Madeline Gardner believes that discounting
prices dilutes the image and reputation of its brands, Morilee by Madeline Gardner reserves the right
to terminate a retailer’s “authorized retailer” status and otherwise discontinue doing business with
any retailer who engages in a regular practice of discounting below Morilee by Madeline Gardner’s
MSRP. Limited discounting may be acceptable in certain circumstances, such as:

Special, limited-time, in-store promotions authorized by Morilee by Madeline Gardner
End-of-season clearance for limited times
Styles that have been discontinued by Morilee by Madeline Gardner, provided the items are expressly marked as “discontinued” and such discounts are for a limited time
Shopworn items, provided the customer is informed that the items are shopworn and such discounts are for a limited time
Bona fide employee discounts

Trans-shipping Prohibited

Retailers are prohibited from transshipping Morilee by Madeline Gardner products to any third
parties (including other retailers) in any venue or market. Likewise, retailers may not purchase or
receive Morilee by Madeline Gardner products from any third parties (including other retailers).
Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status
and otherwise discontinue doing business with any retailer who violates this restriction.

Right to Terminate Retailer Without Cause

Morilee by Madeline Gardner reserves the right at any time, in its sole discretion, to terminate a
retailer’s “authorized retailer” status and otherwise discontinue doing business with any retailer with
or without cause.

Sales Limited to U.S. Customers

Retailers within the United States are prohibited from accepting orders that originate outside the
United States, including via telephone, internet, fax or any other means. Retailers are likewise
prohibited from shipping Morilee by Madeline Gardner products outside of the United States.
Morilee by Madeline Gardner reserves the right to terminate a retailer’s “authorized retailer” status
and otherwise discontinue doing business with any retailer who violates this restriction.

Coupon Policy

Retailers may not produce, create, offer, or accept any coupons for Morilee by Madeline Gardner
products. If a retailer offers, accepts, or participates in a coupon program, then all coupons must
clearly and specifically exclude Morilee by Madeline Gardner products.

Timely Payments

Retailers are obligated to remit payments in accordance with the due date specified on the relevant
invoice. Accepted forms of payment include ACH (Automated Clearing House), WIRE, CHECK,
and CREDIT CARD. Any deviations from these payment methods must be explicitly approved by
Morilee in advance and in writing.

Specials and Payment Holds

All specials available to ship are contingent upon the timely payment for, and shipment of, in-stock
samples. Morilee reserves the right to place specials on hold until all in-stock samples have been
shipped and paid for.

Cancellation Policy

Retailers are explicitly prohibited from canceling special orders. Any attempt to cancel such orders
will be subject to a 100% cancellation fee, calculated based on the wholesale price. For sample
orders, any attempt to cancel such orders will result in a 50% cancellation fee. Similarly, this fee is
calculated based on the wholesale price of the item/s. Acceptance of an in-stock replacement for the
sample shall void the cancellation fee.

Any orders not completed and shipped within six months shall void any cancellation fees. Retailer
must not have been on credit-hold for cancellation fees to be void.

Sample Timelines

Retailers are required to take delivery of samples within 30 days of their arrival. Failure to comply
with this timeline will result in the enforcement of cancellation fees.

Intellectual Property; Advertising

AMY & EVE, ANGELINA FACCENDA, BLU, GRACE, JULIETTA, MADELINE GARDNER
NEW YORK, MADELINE GARDNER SIGNATURE, MGNY, MORILEE BY MADELINE
GARDNER, MORILEE, STICKS AND STONES, THE OTHER WHITE DRESS, VALENCIA,
VALENTINA, VIZCAYA, VOYAGE ARE ALL TRADEMARKS OF MORILEE LLC.

Unauthorized use of any Morilee by Madeline Gardner trademark is strictly prohibited. Morilee by
Madeline Gardner also owns all copyrights in its images. Unauthorized use of any Morilee by
Madeline Gardner copyrighted image is likewise strictly prohibited. Use of any Morilee by Madeline
Gardner trademark or copyrighted image in advertising is subject to Morilee by Madeline Gardner’s
approval.