INTERNATIONAL MASTER MANUFACTURING AND PURCHASE ORDER AGREEMENT

2026 Payment Acceptance Web Edition

Private Label Tobacco Products, Manufacturing, Packaging, Export, Import Coordination and Optional Expansion Services

MASTER FRAMEWORK

This Agreement governs present and future Purchase Orders accepted by ONTCSA and covers tobacco products, tobacco-derived products, packaging and approved ancillary services.

IMPORTANT NOTICE: BY SUBMITTING PAYMENT YOU AGREE TO ONTCSA'S INTERNATIONAL MASTER MANUFACTURING AND PURCHASE ORDER AGREEMENT TERMS & CONDITIONS AVAILABLE ONLINE AT WWW.ONTCSA.COM/POTNC | ONTCSA RUC: J0310000485984

This International Master Manufacturing & Purchase Order Agreement (the “Agreement”) sets out standing terms applicable to payments made to ONTCSA after Client has received advance notice of these terms and has been provided with, or given access to, this Agreement at https://www.ontcsa.com/POTNC. Such notice may be provided in client messages or other communications before payment and need not appear on an invoice. By submitting payment after that notice and access, Client accepts this Agreement for the associated transaction, including any applicable order, invoice, quote, service, add-on or account transaction. This applies to deposits, partial payments, balance payments and other payments, regardless of payment method or the form of the associated transaction record. Receipt of an invoice, quote, payment request or other communication alone, or merely browsing this page, does not constitute acceptance. Payment must be submitted by Client or by a person authorized to pay and accept these terms on Client’s behalf. Section 25 governs the acceptance records and scope of this payment mechanism.

Effective date: For the applicable transaction, the date Client submits payment to ONTCSA after receiving advance notice of and being provided with, or given access to, this Agreement, unless an arrangement accepted in writing by the Parties provides otherwise, subject to Section 4.2. Acceptance by submission of payment does not treat uncleared funds as Cleared Funds or start any production, performance or other clock before the existing conditions of this Agreement are satisfied. This web edition is not retroactively imposed on earlier payments made without advance notice of and access to this edition.

by and between:

Oso de Nicaragua Tobacco Company, S.A. (ONTCSA)

a corporation (Sociedad Anónima) duly organized and existing under the laws of the Republic of Nicaragua, with principal operations in Managua, Nicaragua and operational factory facilities in Estelí, Nicaragua (“Manufacturer”);

and

Client legal name: The full legal name of the person or entity on whose behalf payment is made, identified as Client or purchaser in the associated order, invoice, quote, service, customer-account or payment records; not merely the name of a contact person or a third-party payer.

Entity type: The legal form of the Client entity, or individual status where applicable, as supplied and verified in the associated order, invoice, quote, service, customer-account or payment records. Jurisdiction: The entity’s jurisdiction of organization, or the individual Client’s jurisdiction of residence where applicable, as supplied and verified in those records.

Principal address: The Client entity’s principal business address, or the individual Client’s address where applicable, as supplied and verified in the associated order, invoice, quote, service, customer-account or payment records.

(“Client”). Manufacturer and Client may be referred to individually as a “Party” and collectively as the “Parties.”

DOCUMENT INDEX AND SECTION DIRECTORY

Page references identify the beginning of each section in this edition. Detailed provisions and incorporated schedules should be read together.

1. PURPOSE & MASTER FRAMEWORK

1.1 Purpose

This Agreement establishes the terms and conditions under which Manufacturer may manufacture, process, blend, flavor, infuse, assemble, package, supply, sell and/or export tobacco products, tobacco-derived products, private- label products, approved non-tobacco ancillary products, packaging materials and related services to Client pursuant to individual written Purchase Orders (“Purchase Orders” or “POs”).

Products and services may include, without limitation, premium cigars, machine-made cigars, cigarillos, small cigars, tobacco wraps, tobacco cones, loose or cut tobacco, Premium Cigar Grabba, pipe tobacco, hookah/shisha tobacco, chewing tobacco, whole-leaf or fronto tobacco, raw or processed tobacco leaf, other lawful tobacco-derived products, coffee, smokers’ articles, packaging, branding materials and other products or services expressly accepted by Manufacturer in a PO.

1.2 Master Agreement

This Agreement is a master framework governing all present and future POs issued by Client and accepted by Manufacturer unless expressly amended in a writing signed by both Parties. Each accepted PO becomes part of this Agreement.

1.3 Product-by-Product Acceptance

Listing a category in this Agreement does not obligate Manufacturer to manufacture any specific product. Each product, formulation, flavor, format, quantity and destination remains subject to Manufacturer’s written acceptance, operational capability, ingredient and material availability, licensing, regulatory requirements and the terms of the applicable PO.

1.4 Defined Terms

For purposes of this Agreement, the following capitalized terms have the meanings below. A term defined elsewhere in this Agreement has the meaning assigned where defined. Unless the context requires otherwise, the singular includes the plural and vice versa.

2. PRODUCTS & SPECIFICATIONS

2.1 Products Covered

Subject to Manufacturer’s written acceptance of the applicable PO, Products covered by this Agreement may include:

a) Handmade premium cigars, including long-filler, short-filler and mixed-filler cigars; banded, unbanded (“naked”),

boxed, bundled, cellophaned or individually packaged formats.

b) Machine-made cigars, machine-made cigarillos, small cigars and other rolled tobacco products, including natural,

flavored, infused and other approved variants.

c) Handmade cigarillos and small cigars, including long-filler, short-filler, mixed-filler, natural, flavored or infused

variants.

d) Tobacco wraps, including whole-leaf wraps, pre-cut wraps and other approved wrap formats in natural, flavored

or infused variants and multiple retail-count configurations.

e) Tobacco-leaf cones and other preformed tobacco products, including approved tip, filter, mouthpiece or tipless

configurations where lawful and expressly accepted.

f) Premium Cigar Grabba, loose tobacco, pipe tobacco, roll-your-own tobacco, ground tobacco, shredded tobacco,

cut tobacco and other approved loose-tobacco preparations.

g) Hookah, water-pipe or shisha tobacco, including flavored, molasses-treated, glycerin-treated, seasoned or other

lawful formulations expressly accepted in writing.

h) Loose-leaf chewing tobacco and other lawful smokeless or oral tobacco preparations expressly accepted by

Manufacturer and permitted for the intended destination market.

i) Whole-leaf tobacco, fronto, leaf with vein or stem, de-veined leaf, strips and other whole-leaf or semi-processed

formats.

j) Raw or processed wrapper, binder and filler tobacco sold in bales, bundles, hands, strips or other bulk

configurations.

k) Other lawful tobacco-derived or tobacco-containing products that Manufacturer is legally authorized and

operationally able to manufacture, process, package, supply or export.

l) Private-label, house-brand, OEM, co-manufactured and contract-manufactured products.

m) Packaging and retail materials, including boxes, bundles, bands, cellophane, Mylar pouches, retail displays,

labels, sleeves, cartons, Smart QR Codes, NFC/RFID tags, serialized identifiers, authentication, track-and-trace and provenance components, and related packaging materials.

n) Coffee and other non-tobacco ancillary products expressly accepted by Manufacturer in the applicable PO.

o) Smokers’ articles and accessories, including ashtrays, cutters and other lawful accessories expressly accepted

by Manufacturer.

p) Brand, packaging, digital, marketing, launch, media and other ancillary services expressly accepted in writing.

2.2 Product Variations

Products may be manufactured or supplied in natural, unflavored, flavored, infused, seasoned, sweetened, botanical, terpene-treated or other expressly approved variations, subject at all times to applicable law, ingredient availability, Manufacturer approval and the accepted PO. No specific flavor, ingredient, formulation, wrapper, leaf origin, material, package format or accessory is guaranteed unless stated in an accepted PO. Manufacturer may flavor, infuse, season, case, condition, aromatize or otherwise apply approved flavor systems using methods selected by Manufacturer. Unless expressly assigned in a signed writing, all such methods, formulas, ratios, sequences, equipment settings, processing conditions and techniques constitute Manufacturer confidential manufacturing know-how.

2.3 Purchase Order Specifications

Each PO shall identify, as applicable to the Product: product category; tobacco type, grade and/or origin; wrapper, binder and filler; leaf or cut form; blend; flavor or infusion; vitola or dimensions; unit weight; count per retail package; retail packaging configuration; displays per case; finished-goods carton configuration; labeling; artwork; packaging materials; aging, resting, moisture or processing requirements; quantities; quality specifications; destination; Incoterm; and any other approved manufacturing or production instructions. Only specifications expressly accepted by Manufacturer in writing are binding.

2.4 Contractual Definition of Premium Cigar

For Products expressly designated as “Premium Cigars,” a “Premium Cigar” means a cigar that:

a) is handmade or substantially made by human hands;

b) uses 100% natural tobacco in the wrapper, binder and filler;

c) contains no filter, tip or mouthpiece unless the applicable PO expressly provides otherwise;

d) contains no characterizing flavor unless expressly agreed in the applicable PO; and

e) is produced using traditional cigar-making methods customary in Nicaragua.

This definition is contractual only and applies solely to Products designated as Premium Cigars. It does not restrict Manufacturer from producing machine-made, flavored, infused, tipped, filtered, alternative-format or other tobacco products under separate PO specifications.

2.5 Machine-Made and Alternative Tobacco Products

Machine-made cigars, cigarillos, small cigars, wraps, cones, hookah/shisha tobacco, chewing tobacco, loose tobacco, smokeless tobacco and other alternative tobacco formats may use production methods, ingredients, tips, filters, binders, casings, flavor systems, humectants or packaging different from Premium Cigars. Their specifications, tolerances, classifications and regulatory requirements shall be determined by the applicable PO and destination law.

2.6 Tobacco-Derived Products

“Tobacco-Derived Products” means lawful products manufactured, processed, formulated, blended, cut, flavored, infused, packaged or otherwise prepared wholly or partly from tobacco, tobacco leaf, tobacco components or tobacco-derived materials. The term does not, by itself, authorize pharmaceutical, therapeutic, medicinal, controlled, hazardous or health-claim products. Any such category requires separate written regulatory review and express Manufacturer acceptance.

2.7 Agricultural and Material Availability

Tobacco is an agricultural product. Leaf availability, crop characteristics, color, texture, strength, yield and grade may vary. Manufacturer may propose commercially reasonable substitutions when specified leaf, ingredients, packaging or components become unavailable, but no substitution affecting the approved commercial specification shall be implemented without Client approval unless necessary to comply with law or prevent product loss.

3. PRIVATE LABEL, INTELLECTUAL PROPERTY, EXPORT REGISTRATION & MANUFACTURER RIGHTS

3.1 Client Brand Ownership

Manufacturer acknowledges that all rights, title and interest in Client’s independently owned brand, trademarks, trade names, logos, approved packaging artwork and associated goodwill belong to Client, subject to any third-party rights and Manufacturer’s retained rights stated in this Agreement.

Upon manufacture, payment in full and lawful release of the Products, Client may use, sell, distribute, market, license, assign or otherwise exploit its brand and Products worldwide, subject to applicable law and the terms of this Agreement.

3.2 Client-Supplied Intellectual Property

Client warrants that it owns or is authorized to use all trademarks, logos, artwork, photographs, claims, text and other materials supplied to Manufacturer. Client is solely responsible for infringement claims arising from Client- supplied materials.

3.3 Export Brand Registration - Nicaragua

Where required by Nicaraguan law or regulatory practice, Manufacturer may register Client’s brand in Manufacturer’s name solely for manufacturing and/or export administration so Manufacturer may act as authorized exporter of record. Such registration is administrative only, does not transfer beneficial ownership, and does not create partnership, exclusivity or control.

3.4 Transfer or Release of Export Registration

Manufacturer shall reasonably cooperate in transferring or releasing an export registration upon Client’s written request provided that:

a) all past, current and contractually committed financial obligations are paid in full;

b) no accepted PO, shipment, regulatory filing or production commitment is impaired;

c) all Manufacturer-owned materials, confidential information and intellectual property are protected; and

d) the transfer or release complies with Nicaraguan law and applicable governmental procedures.

3.5 Blend, Formula, Flavor System & Manufacturing Know-How

Unless expressly assigned in a signed writing, Manufacturer retains all rights in its pre-existing and independently developed blends, formulas, flavor systems, recipes, ratios, methods, fermentation protocols, curing methods, production techniques, machine settings, process parameters, tooling know-how, quality methods and other manufacturing know-how. Client ownership of its brand does not transfer Manufacturer know-how.

3.6 Exclusivity

No exclusivity is implied. Exclusivity is valid only if expressly granted in a signed writing that identifies the protected product, blend/formula, vitola or format, territory, term, minimum purchase commitment and consequences of failing to meet the commitment.

3.7 No Unauthorized Client-Brand Sales

Manufacturer shall not knowingly sell finished Client-branded Products to third parties except as authorized by Client, required by law, required to dispose of abandoned goods after lawful notice, or otherwise permitted by an accepted PO.

3.8 Manufacturer Rights

Nothing in this Agreement prevents Manufacturer from conducting due diligence or compliance reviews; marketing its factory, services or general capabilities; manufacturing or exporting products for other brands; using its own know-how; or operating freely absent an express written restriction.

3.9 Factory Attribution in Media

If Client publicly identifies the manufacturing origin or factory in press, media, websites, social media, investor materials or promotional materials, Client shall use accurate attribution, including one of the following: “ONTCSA of Estelí, Nicaragua” or “Oso de Nicaragua Tobacco Company, S.A., Estelí, Nicaragua.” Client shall not imply that any separate legal entity is the manufacturer.

3.10 Factory-Provided Media

Client may use factory-provided photographs, videos or graphics obtained from Manufacturer’s official shared sources for marketing, press, investor, educational or regulatory purposes relating to the Products, provided such media is not materially altered in a misleading, defamatory or damaging manner. Manufacturer retains ownership of Factory Media unless expressly transferred in writing.

4. PURCHASE ORDERS

4.1 Written Acceptance

POs must be in writing and are binding only upon Manufacturer’s written acceptance. Manufacturer may reject or condition any PO based on capacity, compliance, credit, ingredient availability, packaging availability, destination restrictions or other reasonable commercial considerations.

4.2 Order of Precedence

If an accepted PO conflicts with this Agreement, the PO controls only for the specific commercial terms it expressly modifies. This Agreement controls all other matters. A PO does not amend this Agreement for future orders unless it expressly states that it is an amendment signed by both Parties.

4.3 Changes, Cancellations and Client Delays

Changes after acceptance require Manufacturer’s written approval and may change price, lead time, MOQ, packaging quantity, taxes or regulatory requirements. Deposits and amounts committed to tobacco, packaging, ingredients, tooling, registrations, testing, freight or third-party vendors are non-refundable once committed. Client- caused approval delays extend production and delivery schedules.

4.4 MOQ and Production Tolerances

MOQs are stated in the applicable PO or current written pricing schedule. Unless a PO states otherwise, reasonable manufacturing over-runs or under-runs caused by yield, machine setup, print production or agricultural variation may be invoiced or credited at the applicable unit price, subject to a commercially reasonable tolerance not to exceed five percent (5%) without Client approval.

5. PRICING, PAYMENT & CURRENCY

• Pricing is confirmed per accepted PO and may vary by product category, quantity, packaging, regulatory requirements and Incoterm.

• Default payment terms: 50% deposit and 50% balance prior to shipment, unless the PO states otherwise.

• Deposits are non-refundable once production, procurement, registration, testing, printing or other committed work begins.

• Currency: United States Dollars (USD), unless expressly agreed otherwise.

• Payment-processing, banking, conversion, chargeback, collection and similar fees are borne by Client unless expressly included in the PO.

• Manufacturer may suspend work, hold goods or withhold release while any undisputed amount is past due.

Production timing: any quoted production, packaging, export-readiness or shipment timeline begins only after all amounts then due under the applicable PO or agreed payment schedule have been received in cleared funds and all other applicable start conditions have been satisfied.

6. PRODUCTION, APPROVALS, PACKAGING & LEAD TIMES

6.1 Commencement of Production Timeline

No stated or estimated production lead time shall commence until Manufacturer has accepted the applicable Purchase Order and all conditions required at that stage have been fully satisfied. Such conditions include, as applicable: (a) receipt in cleared funds of all deposits, installments, setup fees, packaging charges, regulatory charges, or other amounts then due under the applicable PO or agreed payment schedule; (b) final written approval of Product specifications, blends, formulations, flavors, dimensions, quantities and other production requirements; (c) final written approval of artwork, labeling, packaging and other Client-facing materials; and (d) receipt or confirmed availability of all Client-supplied or third-party materials, information or components required to commence the applicable work. For avoidance of doubt, the production timeline does not begin while any payment then due remains unpaid or while any required approval, specification, artwork, packaging component, ingredient, material or Client dependency remains outstanding.

6.2 Estimated Production Time

Unless otherwise stated in the applicable PO, Manufacturer may provide an estimated manufacturing window based on the Product category, quantity, specifications, material availability, production capacity, regulatory requirements and packaging requirements. Standard manufacturing estimates may generally fall within thirty (30) to sixty (60) days after all applicable start conditions are satisfied, but all lead times are planning estimates only and are not guaranteed completion, packaging, shipment or delivery dates. Certain Products may require additional curing, resting, aging, conditioning, printing, testing, registration, machine setup, ingredient procurement or regulatory time.

6.3 Artwork, Samples & Client Approvals

Client is responsible for timely review and approval of proofs, samples, formulations, labels, ingredient statements, warnings, barcodes, net contents, dielines, artwork and other Client-facing information. Manufacturer may rely on Client’s written approval. Any delay in Client approval extends the applicable schedule, and changes requested after approval are treated as change orders.

6.4 Third-Party Design, Printing, Packaging & Materials

Manufacturer may coordinate with independent designers, printers, packaging manufacturers, component suppliers, laboratories, carriers or other third-party providers. Manufacturer shall not be responsible for delay caused by any such third party, including delays involving design, artwork revisions, proofing, prepress, printing, packaging manufacture, material shortages, supplier scheduling, defective or rejected materials, shipping, customs, minimum- order requirements or late delivery. Any affected production, packaging or shipment schedule shall be extended for the time reasonably required to receive, inspect, approve, replace or schedule the affected materials or services.

6.5 Production Complete - Awaiting Packaging

A Product may complete tobacco manufacturing before final packaging materials are available. In such case, Manufacturer may designate the Product as “Production Complete - Awaiting Packaging.” Completion of tobacco manufacturing does not constitute completion of the final packaged order. Once all required packaging is physically received, inspected and approved, the Product shall be placed into Manufacturer’s available packaging schedule. Receipt of delayed packaging does not require Manufacturer to interrupt or displace previously scheduled work.

6.6 Packaging Scheduling & Final Assembly

Packaging, labeling, banding, boxing, pouching, display assembly, master-case packing, serialization, authentication application and other final assembly may occur separately from tobacco manufacturing. Estimated packaging time begins only after all required packaging materials are physically available at the designated facility, have passed applicable inspection, all final artwork and specifications are approved, and the packaging job has been assigned a production slot. Packaging and final assembly remain subject to production-floor availability.

6.7 Client-Caused Delay & Changes After Approval

Any delay caused directly or indirectly by Client, including late payment, specification changes, delayed approvals, missing artwork, failure to supply required information, packaging changes, vendor changes or requested production modifications, suspends the affected timeline. The timeline resumes only after the issue is fully resolved and Manufacturer has rescheduled the affected work. Changes after production, printing, procurement or manufacturing has begun may result in additional charges, replacement materials, obsolete packaging or inventory, and a revised production slot or lead time.

6.8 Aging, Resting, Conditioning & Stabilization

Certain Products may require curing, resting, aging, moisture stabilization, conditioning, drying, flavor integration or other post-production processes. Such periods are part of Product readiness and may extend beyond physical manufacturing. For cigars, the applicable PO may specify pre-roll tobacco age, post-roll resting, aging or release conditions. A Product shall not be considered ready for release merely because physical manufacture is complete if additional conditioning or stabilization is reasonably required.

6.9 Production Completion, Export Readiness & Delivery Are Separate Milestones

Production completion, packaging completion, Nicaragua export readiness, carrier pickup, international transit, destination-country customs or regulatory release, and final delivery are separate milestones. Any manufacturing estimate excludes, unless expressly stated in the PO, export documentation, governmental inspections, laboratory testing, registrations, customs processing, freight scheduling, carrier transit, destination clearance and final delivery.

6.10 External Delay Protection

Manufacturer shall not be liable for delay attributable to packaging suppliers, printers, designers, carriers, laboratories, customs authorities, governmental agencies, agricultural conditions, material shortages, Client actions or other circumstances outside Manufacturer’s reasonable direct control. The specific delay protections in Sections 6, 9 and 12 apply whether or not an event independently qualifies as Force Majeure under Section 14.

7. QUALITY CONTROL, TOLERANCES & CLAIMS

7.1 Quality Standard

Manufacturer shall use commercially reasonable quality-control procedures appropriate to the relevant product category and accepted specifications. Handmade and agricultural products are not precision-identical goods.

7.2 Natural and Process Variation

Reasonable variation in color, shade, texture, vein structure, dimensions, weight, moisture, draw, burn, flavor perception, density, cut size or appearance may occur due to natural materials and production methods and shall not constitute nonconformity if within accepted commercial tolerances.

7.3 Machine-Made Products

Machine-made products are subject to machine, material and packaging tolerances stated in the PO or Manufacturer’s applicable production specification. Machine setup waste and normal production loss are not shortages.

7.4 Claims

Visible shortage, damage or nonconformity claims must be submitted in writing within ten (10) days after receipt, with photographs, lot/SKU identification, quantities affected and reasonable supporting evidence. Latent manufacturing defects must be reported promptly after discovery. Failure to provide timely documentation may bar the claim to the extent Manufacturer is prejudiced.

7.5 Substantiated Nonconformity and Remedies

For a claim substantiated under Section 7.4, Manufacturer shall, at its election and within a commercially reasonable time, rework or replace the affected nonconforming Products, issue a credit for their invoiced Product price, or refund the Product price actually paid for them. Client shall preserve the affected Products, packaging and lot records and provide reasonable inspection access. Returns require prior written instructions unless Applicable

Law requires otherwise. Manufacturer shall bear reasonable, documented direct return or replacement freight that it authorizes for a substantiated manufacturing nonconformity. Client shall not destroy, alter or dispose of affected goods before inspection except as required by law or necessary to address an immediate safety risk, in which case Client shall preserve available evidence and promptly notify Manufacturer.

If an elected rework or replacement cannot reasonably be completed within sixty (60) days after the claim is substantiated and required goods or inspection access are provided, or another period agreed in writing, Client may elect a refund of the Product price paid for the unresolved affected Products. Subject to Section 18.6, these are the exclusive contractual remedies for Product nonconformity. They do not displace the distinct recall and corrective- action obligations in Section 7.6, permit double recovery, or limit rights that cannot lawfully be limited.

7.6 Recalls and Corrective Actions

For this Section, a Recall includes a recall, market withdrawal, stop-sale, safety notification or other corrective action concerning Products. A Party learning of a material suspected Product safety issue, a governmental Recall direction, or facts reasonably likely to require a Recall shall notify the other Party without undue delay and, in any event, within twenty-four (24) hours after awareness. Earlier legally required reporting deadlines control. Initial notice shall use the designated notice email and available operational contacts; incomplete information shall be supplemented promptly. A Party shall not postpone a required safety response while awaiting acknowledgment, a cost agreement or claim substantiation.

The Parties shall promptly cooperate to identify affected SKUs, lots, batches, quantities, destinations and custody records; preserve samples, packaging, records and affected inventory; stop further movement or sale of affected goods where appropriate; and implement lawful corrective instructions. Each Party shall maintain the traceability and distribution records it is legally required to keep, together with reasonably available records relevant to its role, for the applicable legal retention period and, for an active Recall, until lawful closeout and resolution of related claims. Optional technology under Schedule A may assist but does not replace required records or governmental reporting.

The legally responsible manufacturer, importer, distributor or other person shall make required regulatory reports and lead its assigned actions. Client shall coordinate destination-market customer and downstream distribution communications; Manufacturer shall coordinate factory investigation and manufacturing records. The Parties shall consult in good faith on voluntary actions and public statements where practicable, but neither Party may veto or delay the other Party's mandatory reporting or measures reasonably necessary for immediate safety. No Party may make an admission or settlement on behalf of the other without written authority.

Reasonable, documented direct Recall costs shall be allocated according to the extent the Recall was caused by each Party's breach, nonconforming performance or acts or omissions, including those of providers for whom that Party is contractually responsible. Manufacturer is responsible to that extent for manufacturing nonconformity attributable to Manufacturer; Client is responsible to that extent for Client specifications, supplied materials, labeling or claims, destination noncompliance, storage, handling or downstream conduct attributable to Client. Neither Party bears costs solely because it cooperates or coordinates. Pending agreement or determination of cause, each Party shall fund the immediate actions within its legal responsibility, subject to later adjustment. Where neither Party is at fault, costs follow Applicable Law and the Accepted PO or a written allocation; absent agreement, Section 17 applies without delaying required action.

The Parties shall mitigate costs, seek available insurance or third-party recovery where appropriate, and avoid duplicate recovery under Section 7.5, insurance or other remedies. Contractual cost allocation under this Section is subject to Sections 18.4-18.6 and does not limit duties owed directly to regulators, consumers or other persons under mandatory law.

8. PACKAGING, COMPONENTS & CLIENT-OWNED MATERIALS

8.1 Packaging Production

Custom packaging may be ordered in quantities different from the immediate finished-goods quantity due to printer or supplier MOQs. Client is responsible for approved packaging costs and any supplier minimums stated in the PO.

8.2 Excess Packaging Inventory

After payment in full, unused Client-specific packaging purchased for Client shall be treated as Client-owned inventory while held by Manufacturer, subject to normal production waste, storage limits, storage fees and applicable law. Manufacturer may provide inventory statements upon reasonable request.

8.3 Obsolescence and Client Changes

Client bears the cost of packaging, labels or materials rendered obsolete by Client-directed design, regulatory, ownership, address, barcode, claim, formula or other changes after approval or procurement.

8.4 Release of Client Materials

Upon termination or written request, and after all obligations are satisfied, Manufacturer shall reasonably cooperate in releasing Client-owned unused packaging or materials. Client bears packing, handling, freight, export, storage and other release costs.

9. EXPORT DOCUMENTATION & NICARAGUA GOVERNMENT PROCESSING

Manufacturer shall provide or reasonably assist with export documents customarily applicable to the accepted PO, which may include:

• Commercial Invoice

• Packing List

• Air Waybill or Bill of Lading

• Certificate of Origin, where applicable

• HS code or tariff-classification information used for export documentation

• Phytosanitary, sanitary or other certificates when legally required and available

Final import classification, admissibility and destination-country treatment are determined by the competent destination authorities. Manufacturer’s documentation assistance is not a customs, tax or legal opinion for the destination market.

9.1 Government Availability & Export Processing - Nicaragua

All export-readiness and shipment estimates are subject to the availability, operating schedules, appointment capacity, inspections, processing times and approval timelines of applicable Nicaraguan ministries, customs authorities, inspection authorities, laboratories and regulatory agencies. Manufacturer shall not be responsible for delays resulting from governmental office closures, limited operating schedules, appointment or inspection availability, processing backlogs, governmental system outages, regulatory review, changes in procedure, certificate issuance, permit processing, customs processing or other governmental action or inaction outside Manufacturer’s reasonable control. Any affected timeline shall be automatically extended for the period reasonably attributable to such governmental processing or delay. Manufacturing or packaging completion does not mean that Products are immediately available for export; export readiness remains subject to completion of all legally applicable governmental requirements.

9.2 Government-Dependent Export Documentation

Manufacturer shall use commercially reasonable efforts to obtain or coordinate applicable export documentation; however, issuance and processing of governmental certificates, registrations, inspections, permits and approvals are subject to government availability and are not controlled or guaranteed by Manufacturer.

10. CLIENT REGULATORY RESPONSIBILITIES

10.1 Tariffs, IVA, Excise, Duties & Taxes

Client bears all tariffs, IVA, excise, duties, taxes, assessments and governmental charges unless the applicable PO expressly states that a specific charge is included in Manufacturer’s price.

10.2 Client Permit & Compliance Warranty

Client represents and warrants that it will obtain and maintain all permits, licenses, registrations, approvals and authorizations required to import, possess, warehouse, market, distribute and sell the applicable Products in each destination jurisdiction.

10.3 Product Legality and Marketability

Manufacturer’s acceptance of a Product does not constitute a representation that the Product may lawfully be imported, advertised, sold or distributed in every jurisdiction. Client is responsible for destination-market legal review, except for obligations expressly assigned to Manufacturer in the PO.

10.4 Permitted Regulatory Use of Agreement

Client may use this Agreement for legitimate permit or regulatory applications to demonstrate a verified manufacturing or supply relationship, but shall describe the relationship accurately as an independent manufacturing/supply arrangement and shall not represent that Client owns, controls or speaks for Manufacturer.

11. GOVERNMENTAL REGISTRATIONS, TESTING & CERTIFICATES

Governmental registrations, laboratory testing, certificates and inspection requirements vary by product and destination. When applicable, such items shall be quoted in the PO, regulatory schedule or separate invoice. Unless otherwise quoted, the following current reference charges may apply where legally required:

• MINSA sanitary registration: USD $250 per SKU where applicable.

• Phytosanitary certificate: USD $350 per shipment where applicable.

Governmental, laboratory and third-party fees are payable in advance and non-refundable once submitted or incurred. Rates may change when governmental or third-party charges change.

12. SHIPPING, STORAGE, IMPORT RELEASE & RISK

12.1 Incoterms

Unless otherwise stated in the applicable PO, the default shipping term is EXW Nicaragua (Incoterms® 2020). The PO may instead specify FCA, FOB, CPT, CIP, DAP, DDP or another agreed Incoterm, subject to legal and operational availability.

12.2 Risk of Loss

Risk of loss transfers in accordance with the Incoterm stated in the PO. If no Incoterm is stated, risk transfers upon release of the goods to Client or Client’s carrier at Manufacturer’s facility.

12.3 Storage

Storage fees may apply beginning five (5) days after goods are ready for pickup, shipment or further handling if delay is caused by Client, Client’s carrier, destination clearance, unpaid charges, missing Client instructions, delayed packaging attributable to Client or Client-designated vendors, or other Client-controlled conditions, even if the goods are otherwise paid in full. Governmental or carrier storage, examination, bonded-movement, demurrage, detention or handling charges are governed by Sections 12.4-12.6 and the applicable PO.

12.4 United States Customs, FDA & Government Release

For Products imported into the United States, arrival in the United States does not constitute customs, regulatory or domestic release. U.S.-bound shipments are subject to applicable review, entry processing, inspection, examination, sampling, testing, detention, admissibility determinations, holds and release procedures of U.S. Customs and Border Protection (“CBP”), the U.S. Food and Drug Administration (“FDA”), and any other governmental authority having jurisdiction. Manufacturer does not control and shall not be responsible for the timing of CBP or FDA review, inspection, examination, sampling, testing, detention, hold, request for information, customs processing or governmental release. Manufacturer shall reasonably cooperate in providing available manufacturing and export documentation requested in connection with such review but does not guarantee the timing or outcome

of any governmental determination. Products shall be considered available for U.S. domestic transportation or distribution only after all applicable governmental authorities have lawfully released the shipment.

12.5 Client / Importer of Record Responsibilities

Unless otherwise expressly stated in the applicable PO, Client and/or its designated importer of record is responsible for timely, complete and accurate information required by the customs broker, CBP, FDA, carrier, warehouse or other applicable authority, and for maintaining all licenses, registrations, permits, bonds, appointments, authorizations and other requirements applicable to importation and downstream distribution. Delay caused by missing, inaccurate, incomplete or late information supplied by Client, importer, broker, consignee or another Client-designated party shall not constitute delay by Manufacturer.

12.6 Government Holds, Examinations & Additional Charges

If a shipment is selected for examination, inspection, sampling, testing, detention, intensive examination, bonded movement, storage or other governmental review, any resulting governmental, broker, carrier, warehouse, examination-site, storage, demurrage, detention, handling or similar charges shall be borne by Client unless the applicable PO expressly provides otherwise. Manufacturer shall reasonably cooperate in providing available records or documents but does not guarantee the timing or outcome of release.

12.7 Title to Products

Unless otherwise expressly stated in an Accepted PO, legal title to Products and Work in Process remains with Manufacturer until Manufacturer has received payment in full in Cleared Funds for the applicable Products and all amounts then due relating to the applicable PO. Transfer of risk of loss under an Incoterm does not, by itself, constitute transfer of title.

This reservation concerns physical Products and Work in Process and does not transfer ownership of Client intellectual property or separately owned Client Materials. Its effect against third parties is subject to Applicable Law and any required registration, perfection or other formalities. Client shall reasonably cooperate with lawful documentation needed to give effect to it. Manufacturer shall exercise any recovery rights through lawful procedures; this clause does not authorize unlawful entry or seizure.

13. CONFIDENTIALITY

13.1 Protected Information and Permitted Use

Each Party shall protect the other Party’s non-public commercial, technical, pricing, customer, manufacturing and regulatory information using reasonable safeguards and shall use such information only for purposes of the relationship. Confidentiality does not apply to information lawfully public, independently developed, already known without restriction or lawfully received from a third party.

Access may be provided only to personnel, affiliates and professional advisers with a legitimate need to know and confidentiality duties no less protective than this Section, or equivalent professional duties. Each Party is responsible for compliance by recipients to whom it discloses information, except independent legal advisers to the extent Applicable Law provides otherwise. No disclosure grants a license to proprietary formulas, processes or other intellectual property except the limited use expressly authorized for performance.

13.2 Duration and Trade Secrets

These duties apply throughout the relationship and for five (5) years after the later of termination of this Agreement or completion or closeout of the last Accepted PO or service order. Trade secrets, including protected manufacturing formulas, ratios, flavor systems and process parameters, remain protected for as long as they qualify as trade secrets under Applicable Law. Termination does not end these obligations.

13.3 Compelled Disclosure

If disclosure is legally required, the receiving Party shall, to the extent legally permitted, promptly notify the disclosing Party before disclosure, reasonably cooperate with protective measures at the disclosing Party's expense, disclose only the legally required information and seek available confidential treatment. Nothing requires violation of law, obstruction of a regulator or delay of mandatory safety reporting.

13.4 Return and Destruction

Upon written request or lawful closeout, the receiving Party shall within thirty (30) days return or destroy the other Party's Confidential Information and, upon request, confirm compliance in writing. It may retain information required by law, an active claim or Recall, one archival copy for legal/compliance purposes, and routine backups not reasonably separable for deletion. Retained information remains protected and may be used only for those retention purposes; routine backups shall be removed through the ordinary retention cycle. This Section does not require surrender of Manufacturer-owned know-how or materials retained under Sections 3 and 8.

13.5 Unauthorized Disclosure and Relief

A Party shall promptly notify the other of a material unauthorized use or disclosure of its Confidential Information and reasonably cooperate to contain and mitigate it. A Party may seek the interim or injunctive relief permitted by Section 17.5, without displacing arbitration or mandatory-law protections.

14. FORCE MAJEURE

Neither Party is liable for delay or failure caused by events beyond its reasonable control, including crop failure, natural disaster, fire, epidemic, labor disruption, utility failure, transport interruption, port closure, governmental action, embargo, civil unrest, war, supplier failure, customs delay or regulatory hold. Deadlines are extended for the duration of the affected event and reasonable recovery period. The specific third-party, governmental, export, customs and regulatory delay provisions in Sections 6, 9 and 12 apply independently and do not require that the applicable event separately satisfy the legal standard for Force Majeure.

15. TERMINATION & ORDER CLOSEOUT

A material breach that remains uncured after reasonable written notice permits termination, except that fraud, intentional misrepresentation, sanctions/AML violations, unauthorized contracting in Manufacturer’s name, unlawful product use, underage-targeted conduct or other non-curable compliance violations may permit immediate termination.

Termination does not cancel accepted POs, payment obligations, committed third-party costs, confidentiality duties, indemnities, intellectual-property protections, storage charges or regulatory obligations already accrued. Final release or transfer of Client-owned brand materials remains subject to payment in full and lawful closeout.

Sections 7.5-7.6, 12.7, 13, 17, 18 and 22.2 survive to the extent necessary to give effect to their terms, together with any other provision intended by its nature to survive.

16. APPLICABLE LAW & LEGAL FRAMEWORK

This Agreement is governed by the laws of the Republic of Nicaragua, including applicable provisions of the Código Civil, Código de Comercio, customs law, tobacco-control law, MINSA regulations and other mandatory Nicaraguan law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded to the extent legally permitted.

17. ARBITRATION & ENFORCEMENT

17.1 Commercial Resolution

A Party shall give formal notice describing a dispute arising out of or relating to this Agreement, an Accepted PO or service order, including its existence, validity, interpretation, performance, breach or termination. Authorized representatives shall seek a good-faith commercial resolution for thirty (30) days after receipt. Either Party may commence arbitration thereafter, or earlier if the other refuses discussions, to preserve a limitation period, or to obtain urgent relief; required emergency action need not await this period.

17.2 Rules and Seat

Any unresolved dispute shall be finally resolved by binding ad hoc arbitration under the UNCITRAL Arbitration Rules as revised in 2021, excluding the Expedited Arbitration Rules unless the Parties later expressly agree in writing. The legal seat shall be Managua, Nicaragua. Mandatory Nicaraguan arbitration law, including Law No. 540 as

applicable, controls matters that the Parties cannot vary. Hearings may be remote or held elsewhere without changing the seat.

17.3 Tribunal and Appointment

There shall be one independent and impartial arbitrator. The Parties shall seek agreement on the arbitrator within thirty (30) days after the respondent receives the notice of arbitration. Failing agreement, either Party may request appointment by the Secretary-General of the Permanent Court of Arbitration, designated as appointing authority, in accordance with the Rules. If that authority cannot or will not act, the substitute-authority procedure in the Rules applies; any unavailable residual appointment assistance may be sought from the competent court at the seat as permitted by mandatory law.

17.4 Language and Service

The language shall be Spanish unless the Parties agree otherwise in writing. The tribunal may accept untranslated documents or require translations as appropriate. The Parties designate the formal-notice emails and addresses in Section 25 for arbitral communications. Section 22.2 governs contractual notices; the Rules govern arbitral notices, receipt and time computation, subject to mandatory law. The tribunal shall afford each Party a reasonable opportunity to present its case.

17.5 Interim and Emergency Relief

The tribunal may grant interim or conservatory measures and require appropriate security to the extent permitted by law and the Rules. Before or during arbitration, either Party may seek urgent or interim relief from a competent court, including measures protecting inventory, evidence, confidential information or intellectual property. Such application does not waive arbitration or authorize a court to determine arbitrable merits except as mandatory law permits.

17.6 Confidential Proceedings and Costs

The Parties shall keep non-public pleadings, evidence, hearings and awards confidential, except disclosure reasonably required to conduct the case, obtain professional advice, comply with law, satisfy an insurer or auditor under confidentiality duties, or protect, challenge or enforce a legal right or award. Public-domain information is excluded. The tribunal may impose protective directions. Deposits and arbitration costs follow the Rules; the tribunal may allocate reasonable legal fees and costs in the award, taking account of success, conduct and circumstances, consistently with Section 18.2 and without double recovery.

17.7 Award and Enforcement

The tribunal shall issue a reasoned written award, final and binding subject to non-waivable rights of review or challenge. Judgment or enforcement may be sought in any competent court, including under the New York Convention and Panama Convention where applicable. This arbitration agreement is separable from the other terms and survives termination.

18. INDEMNIFICATION, REMEDIES AND LIMITATION OF LIABILITY

18.1 Client Indemnity

Client shall indemnify and hold Manufacturer harmless from third-party claims, losses, penalties and reasonable legal fees arising from Client-supplied branding or intellectual property, destination-market regulatory noncompliance, unauthorized claims, underage marketing, health or reduced-risk claims, downstream distribution, unlawful resale, or Client’s breach of this Agreement, except to the extent caused by Manufacturer’s proven gross negligence or willful misconduct.

18.2 Enforcement Fees

The prevailing Party in an enforcement action may recover reasonable attorneys’ fees and costs to the extent permitted by applicable law.

18.3 Application of Product Remedies

Section 7.5 governs remedies for substantiated Product nonconformity, and Section 7.6 governs Recall and corrective-action allocation. The following limitations apply to contractual claims arising from this Agreement, Accepted POs and services, whether pleaded in contract, negligence or otherwise, only to the extent permitted by Applicable Law and subject to Section 18.6.

18.4 Manufacturer Liability Cap

Manufacturer's aggregate liability for claims arising from affected Products or services shall not exceed one hundred percent (100%) of the total price paid or payable to Manufacturer for the Products or services giving rise to the claims under the affected Accepted PO or service order, excluding taxes and third-party pass-through charges. Related claims shall be aggregated and the same price shall not be counted more than once. For a claim not attributable to a particular PO or service order, the aggregate cap is the total manufacturing and service fees paid or payable to Manufacturer under this Agreement during the twelve (12) months preceding the event giving rise to the claim, excluding taxes and third-party pass-through charges. Refunds, credits and other compensation for the same loss count toward the applicable cap. This cap includes contractual Recall reimbursement except as Section 18.6 requires otherwise.

18.5 Excluded Damages

Manufacturer shall not be liable to Client for indirect, incidental, special, exemplary, punitive or consequential damages, or loss of anticipated profits, sales, business opportunity, goodwill or business interruption, whether characterized as direct or indirect and whether or not foreseeable or advised of their possibility. This exclusion does not eliminate the express rework, replacement, credit or refund remedy in Section 7.5 or reasonable direct Recall costs recoverable under Section 7.6, subject to Section 18.4.

18.6 Mandatory Exceptions and Continuing Obligations

No exclusive remedy, cap, exclusion or release in this Agreement limits liability arising from Manufacturer's proven fraud, gross negligence or willful misconduct, death or personal injury to the extent liability cannot lawfully be limited, or any other liability or remedy that Applicable Law prohibits limiting or excluding. These limitations do not restrict mandatory reporting, corrective actions or duties owed directly to regulators or third parties, or bar a court or tribunal from granting otherwise available non-monetary relief. They do not reduce Client's payment obligations, Client's indemnities under Section 18.1, or either Party's obligation to protect the other Party's intellectual property and Confidential Information. Monetary claims against Manufacturer for breach of those latter duties remain subject to Sections 18.4-18.5 except to the extent an exception in this Section applies. No Party may recover more than once for the same loss.

19. NO PARTNERSHIP, NO AUTHORITY, NO MISREPRESENTATION

The Parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, franchise, employment relationship, ownership interest or agency. Client may not bind, sign for, borrow in the name of, pledge the credit of or otherwise represent that it has authority to act for Manufacturer. Any unauthorized attempt is void.

20. ETHICAL CONDUCT, RESPONSIBLE SOURCING, KYC, AML & RESPONSIBLE MARKETING

20.1 Ethical Conduct

Client shall act lawfully and ethically and shall not knowingly engage in conduct that materially damages Manufacturer’s reputation or exposes Manufacturer to avoidable legal or regulatory risk.

20.2 KYC, AML & Sanctions

Client represents that it is not sanctioned or owned or controlled by sanctioned persons, that funds are not derived from unlawful activity, and that it complies with applicable anti-money-laundering and counter-terrorist-financing requirements. Manufacturer may request reasonable KYC information and may suspend or terminate for material compliance risk.

20.3 No Underage Sales, Advertising or Health Claims

Client shall not knowingly sell or attempt to sell tobacco products to underage persons; target underage persons; use youth-oriented marketing in violation of applicable law; or make unauthorized health, safety, reduced-risk, therapeutic or wellness claims. A material violation may constitute a non-curable breach.

20.4 Responsible Sourcing & Fair Trade Practices

Manufacturer seeks to conduct its agricultural sourcing, supplier, employment and manufacturing relationships in accordance with responsible sourcing and fair trade practices, including fair dealing with growers and suppliers, transparent commercial terms, lawful employment practices, respect for applicable labor and workplace requirements, and reasonable supply-chain traceability where maintained. Unless expressly supported by a current third-party certification and stated in writing for a specific Product or program, references to fair trade practices are descriptive only and do not constitute or imply certification by Fairtrade International, Fair Trade USA, or any other certification body.

21. ASSIGNMENT

Client may not assign this Agreement or an accepted PO without Manufacturer’s prior written consent, not to be unreasonably withheld where the proposed assignee satisfies compliance and credit requirements. Manufacturer may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant assets or other entity that assumes Manufacturer’s obligations.

22. MISCELLANEOUS AND FORMAL NOTICES

22.1 General Provisions

No waiver is effective unless in writing. Failure to enforce a provision is not a waiver. If any provision is held unenforceable, the remaining provisions remain effective and the invalid provision shall be modified to the minimum extent necessary to make it enforceable. Headings are for convenience only. References to “including” mean “including without limitation.”

22.2 Formal Notices

Formal notices concerning breach, termination, claims, assignment, disputes, arbitration or another contractual right shall be in writing, identify this Agreement and the relevant PO or matter, and be sent to the designated recipient at the notice email or physical address in Section 25, as updated by formal notice. Manufacturer's default notice email is [email protected], attention Legal Representative. If a Party has not designated another physical notice address, its address stated in this Agreement applies. Client shall provide accurate transaction-associated notice details before acceptance of this Agreement, as referenced in Section 25.

Notice may be delivered by personal delivery, tracked courier, or email to the designated notice email. Personal delivery or courier notice is received on documented delivery or documented refusal at the correct address. Email notice is received when acknowledged in a non-automated reply or, absent a delivery failure notice, on the next Business Day after transmission to the designated email. The sender shall retain evidence of transmission and address accuracy. If delivery failure is known, the sender shall promptly use another permitted method. A Business Day for contractual notices is a day other than Saturday, Sunday or a public holiday at the recipient's designated address; receipt after 5:00 p.m. local time is treated as the next Business Day. This convention does not extend a mandatory safety-reporting deadline.

Each Party shall promptly notify the other of changed notice details; a change takes effect when received under this Section. Operational email, WhatsApp, CRM entries, calls and shipment updates may be used for ordinary coordination but do not constitute formal notice unless they satisfy this Section. For visible claims under Section 7.4 and urgent notifications under Section 7.6, timely transmission by designated notice email within the applicable reporting period satisfies the contractual reporting deadline, provided the sender promptly corrects a known delivery failure. Arbitral service and procedural deadlines are governed by Section 17.4 and the applicable Rules; court service and mandatory legal requirements remain governed by law.

23. ENTIRE AGREEMENT & AMENDMENTS

This Agreement, accepted POs, incorporated schedules and signed amendments constitute the entire agreement between the Parties concerning the subject matter and supersede prior inconsistent discussions or communications. Amendments must be in writing and signed by authorized representatives of both Parties.

24. COUNTERPARTS & ELECTRONIC RECORDS

Acceptance through the payment mechanism stated on the opening page and in Section 25 does not require a separate signature on this Agreement. Electronic messages, transaction records, payment confirmations and related communications may evidence advance notice, access and acceptance to the extent permitted by applicable law. Where the Parties separately execute this Agreement or a document requiring signatures, they may do so in counterparts and by electronic signature; electronic copies and signatures have the same effect as originals to the extent permitted by applicable law. This Section does not dispense with signatures required for amendments under Section 23 or for other documents expressly requiring signature under this Agreement.

25. PAYMENT ACCEPTANCE & AGREEMENT RECORDS

Client accepts this Agreement, including Schedules A-E, by submitting any payment to ONTCSA after receiving advance notice that payment constitutes acceptance and being provided with, or given access to, this Agreement. Advance notice may be given through client messages or other communications; an invoice-specific incorporation or link is not required where notice and access have otherwise been provided before payment. Acceptance applies to the associated transaction and includes deposits, partial payments, balance payments, service payments and add-on payments, regardless of payment method or whether the transaction is evidenced by an order, invoice, quote, service record, account record, payment request or other payment reference. Receipt of a communication alone or browsing does not constitute acceptance. Client is the person or entity on whose behalf the payment is submitted, as identified in the associated records; a third-party payer does not automatically replace Client, and payment alone does not establish the payer’s authority to accept for Client. The advance-notice communication, the version of this Agreement provided or made accessible before payment, the associated transaction records and the payment-submission record identify the transaction and evidence the acceptance and effective date described on the opening page. Submission of payment does not itself establish receipt of Cleared Funds or satisfaction of any existing production or performance condition. This mechanism does not retroactively apply a newly published edition to earlier payments made without advance notice of and access to that edition, supersede a separately signed negotiated agreement contrary to its terms or Section 4.2, amend an existing agreement without the signatures required by Section 23, or replace Manufacturer’s written PO acceptance required by Section 4.1. Publication of this page alone does not establish that a particular Client received advance notice or accepted these terms.

FORMAL NOTICE DETAILS

The following addresses and contacts apply for Section 22.2. Client’s associated order, invoice, quote, service, customer-account or payment contact records supply its notice details unless Client has designated separate formal-notice details in writing. Each Party shall keep its details current by formal notice under Section 22.2.

SCHEDULE A - OPTIONAL ADD-ONS, COMMERCIAL SERVICES & EXPANSION PROGRAMS

The following services are optional and apply only when expressly ordered or accepted in writing. They may be performed by Manufacturer, an affiliate, or an approved Third-Party Provider. Pricing below is the current reference schedule and may be superseded by a later written quote, Accepted PO, service order or amendment. Unless expressly included, Product pricing does not include sales, marketing, warehousing, importation, distribution, advertising, insurance, trade- show participation, digital technology, testing, design, fulfillment or other ancillary services.

A.1 General Application

Schedule A services are optional. No listed service is included merely because Manufacturer accepts a Product PO. Manufacturer may condition any service on a separate quote, service order, deposit, retainer, minimum term, compliance review, provider availability or additional agreement. Third-party services remain subject to the provider's terms, schedules, availability and Applicable Law.

A.2 Enhanced Third-Party Quality Control & Verification

At Client request, Manufacturer may arrange inspection or verification beyond Manufacturer's ordinary internal QC. Services may include production-floor inspection, quantity verification, weight or dimensional sampling, packaging verification, lot/batch verification, photographic records, pre-shipment inspection and written inspection reports. Third-party QC is a verification service and is not a guarantee that every unit is free from natural variation, latent defect or transit damage.

A.3 Transit Insurance

Where available, Manufacturer may coordinate optional transit-loss coverage. Coverage is governed solely by the applicable insurer or policy, including exclusions, deductible, route, commodity, declared value, packaging, documentation and claim requirements. Manufacturer is not the insurer unless expressly identified as such in writing and does not guarantee claim acceptance or payment. For complete information regarding coverage, limits, terms, conditions, exclusions, eligibility, documentation requirements, claims procedures and other insurance provisions, Client shall refer to the applicable Transit Insurance Policy Packet. In the event of any inconsistency between this Schedule and the applicable Policy Packet concerning insurance coverage, the Policy Packet controls.

A.4 International Freight & Logistics Coordination

Manufacturer may assist with air, ocean, courier, consolidation, export carrier booking, pickup coordination, shipment tracking, freight documentation, bonded movement where applicable and delivery coordination. Freight charges, fuel surcharges, insurance, customs charges, storage, demurrage, detention, re-delivery, special handling and similar transportation charges are separate unless expressly included. Carrier schedules and transit times are estimates only.

A.5 United States Import, Customs & FDA Coordination

Where separately accepted and legally available, Manufacturer may coordinate with an authorized importer, customs broker, carrier, warehouse or affiliate for U.S. entry support, FDA documentation coordination, classification information, customs-bond coordination, broker communication, federal excise-tax administration and domestic freight following Government Release. Such coordination does not guarantee admission or release; CBP, FDA and other Governmental Authorities retain final authority. Sections 10 and 12 remain controlling.

A.6 U.S. Warehousing, Fulfillment & Distribution Support

Where accepted, Products may be received, stored, inventoried, picked, packed, relabeled, repacked, palletized, prepared for wholesale or retail shipment, fulfilled, returned or otherwise handled through the designated U.S. provider. Freight,

postage, pallets, supplies, special labor, inspections and extraordinary handling may be billed separately. Percentage- based charges shall be calculated on the basis stated in the applicable service order or written commercial schedule.

A.7 Wholesale / Distributor Outreach

Commercial-development services may target tobacco distributors, wholesalers, cash-and-carry operators, importers, national or regional accounts, multi-location retailers, duty-free operators, cigar lounges and other approved B2B accounts. Services may include prospecting, introductions, presentations, samples, account follow-up, CRM activity and account-development support. Commission basis, account attribution, house-account treatment, refunds, chargebacks, survival and any perpetual commission rights are governed by the applicable written service program.

A.8 Retail Sales Outreach

Retail outreach may include telephone, email, approved messaging, CRM management, lead qualification, retailer presentations, sample coordination, account activation, onboarding and reasonable account follow-up. Unless expressly guaranteed in a separate signed writing, no minimum number of leads, listings, purchase orders, placements, conversions or sales volume is promised.

A.9 Product Promotional Advertising

Client-funded promotional services may include digital advertising, social-media advertising, retail promotions, point-of- sale campaigns, sponsored content, lawful creator or influencer programs, photography, video, publication placements, distributor promotions, event advertising and approved promotional materials. Funds are non-refundable once committed to media, platforms, vendors or production. All tobacco advertising remains subject to age restrictions, platform rules and Applicable Law.

A.10 Trade Shows, Conventions, Industry Events & Market Development

Services may include exhibition, representation, sponsorship, booth coordination, registration assistance, booth staffing, lawful sampling, buyer meetings, distributor introductions, lead capture, event-specific sales programs, photography/video, CRM entry and post-show follow-up at tobacco, cigar, smoking-accessory, wholesale, convenience-retail, duty-free and related events worldwide. Representative events include, without limitation, the Premium Cigar Association (PCA) Trade Show, Total Product Expo (TPE), CHAMPS Trade Shows, InterTabac, InterSupply, World Tobacco Middle East, World Tobacco Asia, Global Tobacco & Nicotine Forum (GTNF), PROCIGAR Festival, regional distributor shows, private buyer meetings and comparable international industry events. Booth fees, sponsorships, badges, travel, lodging, freight, drayage, venue services, displays, samples and other event costs are separate unless expressly included. Event acceptance, booth placement, sampling, sponsorship and access remain subject to organizer rules.

A.11 NFC, RFID, Smart QR, Track & Trace, Authentication & Provenance Tracking

Manufacturer and/or a designated technology provider may provide commercial product-identification, authentication, track-and-trace and provenance solutions using Near Field Communication (NFC), Radio-Frequency Identification (RFID), Smart QR Codes, serialized or unique identifiers, digital certificates, verification portals, databases, dashboards, APIs, CSV/serial imports and related technology. Systems may associate a Product, pouch, box, bundle, carton, lot, batch or other unit with manufacturing, source, lot, packaging, shipment, custody, verification or other approved records; record scans or verification events where enabled; support manufacturer or product lookup; and provide chain-of-custody or provenance visibility where participating parties submit required data. “Provenance Tracking” means maintaining or presenting approved records concerning the origin, manufacture, lot/batch identity, packaging, custody or movement history of a Product or unit. “Smart QR Code” means a QR code linked to a unique, serialized, dynamic or database- backed digital record rather than only static printed text. Unless expressly stated in a separate written compliance specification, these systems are commercial authentication/provenance tools and are not represented as satisfying any governmental tobacco track-and-trace mandate. Technology does not guarantee prevention of counterfeiting, copying, diversion, tag damage, reader failure or inaccurate third-party data. Hosting, tags, chips, labels, software, verification transactions, integrations, API usage, custom development and data services may be charged separately.

A.12 Brand Development & Private-Label Launch Services

Optional launch services may include naming, positioning, logo and visual identity, brand guidelines, cigar-band design, Mylar and display artwork, cigar boxes, labels, flavor artwork, dielines, prepress, barcode setup, photography, media kits, sales sheets, catalogs, retail displays and other launch materials. Development charges do not include physical manufacturing, packaging production, tobacco, freight, government fees or third-party printing unless expressly quoted.

A.13 Website, Digital & E-Commerce Services

Optional digital services may include brand websites, wholesale portals, product catalogs, age-verification implementation, authenticity or provenance portals, SEO, hosting coordination, analytics, content, landing pages, CRM integrations and

related development. Third-party domains, hosting, payment processing, applications, plugins, software subscriptions and platform fees are separate unless expressly included.

A.14 Packaging Procurement & Print Management

Manufacturer may coordinate procurement of cigar boxes, bands, cellophane, Mylar, pouches, displays, cartons, labels, inserts, stickers, Smart QR labels, NFC/RFID tags, authentication seals, printed promotional materials and related components. Client remains responsible for approved supplier costs, MOQs, tooling, plates, dies, freight, material overages and obsolete materials as provided in Section 8. Supplier lead times remain subject to Section 6.

A.15 Laboratory, Testing & Regulatory Coordination

At Client request, Manufacturer may coordinate laboratory testing, sample preparation, product testing, TNCO or other applicable testing, certificates, regulatory submissions, governmental registrations and communications with approved laboratories or consultants. Manufacturer acts as coordinator unless expressly retained for a defined service and does not guarantee laboratory, governmental or regulatory outcomes.

A.16 Samples, Prototypes, Custom Blending & Product Development

Services may include cigar samples, blend development, wrapper/binder/filler selection, flavor-system development, strength or profile development, packaging prototypes, printed proofs, test runs, machine trials, pre-production samples, pilot production and product iteration. Sample and development pricing may differ from production pricing. Manufacturer retains its pre-existing and independently developed formulas, ratios, flavor systems, application methods, process parameters and know-how except where expressly assigned in a signed writing.

A.17 Expenses & Third-Party Pass-Through Costs

Unless expressly included, Client is responsible for approved or reasonably necessary third-party expenses associated with requested services, including travel, lodging, freight, courier, printing, designers, laboratories, governmental fees, warehousing, events, media, software, telecommunications, customs brokers, technology providers and other external vendors. Manufacturer may require advance funding before incurring such costs.

A.18 No Guarantee of Sales or Commercial Results

Sales outreach, distributor development, retail outreach, advertising, event participation, market-development and promotional services are commercially reasonable efforts only. Manufacturer and its affiliates do not guarantee leads, accounts, listings, purchase orders, sales volume, revenue, market penetration, return on advertising expenditure or other commercial result unless expressly stated in a signed performance guarantee.

A.19 Responsible Sourcing, Fair Trade Practices & Supply Chain Transparency

Manufacturer may provide or coordinate documentation and commercial support concerning responsible sourcing, fair trade practices and supply-chain transparency, including available grower or supplier information, tobacco or material origin records, lot/batch linkage, sourcing declarations, provenance records, chain-of-custody information, questionnaires, customer procurement documentation and reasonable audit-support materials. Availability depends on the records maintained for the applicable Product and on information supplied by growers, suppliers and other Third-Party Providers. Unless expressly stated in writing and supported by a valid third-party credential, no such service or statement constitutes Fairtrade, Fair Trade USA or other third-party certification.

A.20 Factory Visits, Due Diligence & Client Audit Support

Subject to prior approval, production schedules, safety, confidentiality, security and Applicable Law, Manufacturer may arrange factory visits, production observations, commercial due diligence, client quality reviews, supplier meetings, farm or tobacco-source visits where available, and reasonable document-review sessions. Access to formulas, proprietary methods, confidential third-party information, employee personal information, restricted production areas or records not ordinarily maintained is not required. Photography, video, sampling, interviews and third-party access require prior authorization. Travel, lodging, local transportation, interpreters, security, special staffing and extraordinary preparation may be charged separately.

A.21 Private-Label Migration, Brand Transition & Production Onboarding

Manufacturer may assist a lawful brand owner in migrating existing production, packaging or supply arrangements to Manufacturer. Services may include specification intake, lawful benchmarking of client-owned samples, blend or format development, packaging conversion, artwork/dieline adaptation, SKU mapping, prototype or pilot runs, barcode/identifier transition, regulatory-document coordination, inventory transition planning and production onboarding. Client warrants that it owns or is authorized to use all samples, specifications, formulas, artwork, trademarks and other materials supplied for transition. Manufacturer is not required to reproduce another producer's proprietary formula, process or protected intellectual property.

A.22 Inventory Planning, Reorder Programs & Capacity Reservations

At Client request, Manufacturer may support forecasts, standing or recurring POs, reorder planning, packaging-inventory planning, material reservations, production-slot planning, seasonal builds and six-month, twelve-month or other written manufacturing programs. Forecasts are planning tools only unless expressly converted into binding minimum purchase commitments or capacity reservations. Reserved capacity, dedicated materials, exclusive components or special inventory may require deposits, minimum purchases, storage charges, cancellation charges or other commercial commitments stated in the applicable agreement.

A.23 Brand Protection, Anti-Counterfeit & Diversion Support

Where separately accepted, Manufacturer and/or a designated provider may support brand-protection activities through serialization, Smart QR, NFC, RFID, authentication records, provenance data, lot verification, packaging-security features, suspected-counterfeit review, channel-diversion review, verification portals, marketplace evidence collection and other approved tools. Manufacturer does not guarantee prevention or elimination of counterfeiting, copying, diversion or unauthorized resale. Legal notices, investigations, takedown requests, test purchases, counsel, investigators and enforcement actions are separate services and expenses unless expressly included.

A.24 Content, Photography, Video & Media Production

Optional media services may include factory photography, product photography, packaging renders, lifestyle content, short-form or long-form video, interviews, production footage, trade-show content, sales presentations, brochures, catalogs, press materials and digital assets. Deliverables, usage rights, editing rounds, talent/model releases, music or stock licenses, location costs, travel and ownership of raw files shall be governed by the applicable service order. Factory- provided media remains subject to Section 3.10 unless expressly transferred in writing.

A.25 Territory, Distribution & Exclusivity Programs

Manufacturer may consider territory, distributor, channel, product, blend, format or other exclusivity programs only under a separate signed agreement or service order. Any such program must identify the covered Products or rights, territory or channel, term, minimum purchases or performance commitments, pricing or commercial basis, reporting obligations, renewal conditions and consequences of failing to satisfy the agreed commitments. No exclusivity, protected territory, distributorship or channel right is created merely by purchasing Products or using Schedule A services; Section 3.6 remains controlling.

A.26 Special Projects & Custom Commercial Programs

Manufacturer may accept other lawful custom projects, strategic programs, research or development initiatives, sourcing assignments, packaging programs, market-entry projects, promotional programs, technology integrations or commercial services not expressly listed in this Schedule. Scope, pricing, responsibilities, deliverables, timelines, ownership, third- party costs and regulatory limitations shall be stated in the applicable written quote, service order, Accepted PO or amendment.

A.27 Separate Providers; Service Orders; Order of Precedence

Certain Schedule A services may be performed by Manufacturer affiliates or independent Third-Party Providers, including sales, marketing, importation, customs brokerage, warehousing, fulfillment, technology, design, printing, laboratories, logistics and distribution providers. Client may be required to execute a separate service order or provider agreement. For a Schedule A service, a later signed service order or Accepted PO controls the specific scope, pricing and service terms it expressly modifies; this Agreement controls all other matters.

SCHEDULE B - PRODUCT CATEGORIES & VARIATIONS

This Schedule is illustrative, not exhaustive. Every product remains subject to Manufacturer acceptance, applicable licenses, materials, regulatory requirements and the accepted PO.

SCHEDULE C - PURCHASE ORDER SPECIFICATION CHECKLIST

The applicable PO should include the fields relevant to the ordered Product. “N/A” may be used where a field does not apply.

SCHEDULE D - PRODUCTION, PACKAGING, EXPORT & IMPORT MILESTONES

This Schedule provides operational status terminology only. It does not create guaranteed dates. Actual timing remains subject to the Agreement, the applicable PO, payment status, approvals, packaging availability, governmental processing, carrier availability and destination-country release requirements.

Schedule D is intended to improve status visibility and does not supersede the applicable PO, Incoterm, regulatory requirements or the delay provisions of this Agreement.

SCHEDULE E - GLOSSARY & ABBREVIATIONS

This glossary is provided as a practical reference for terminology used in the Agreement and Purchase Orders. It is explanatory only. If a glossary entry conflicts with an operative definition, Accepted PO, Applicable Law or a governmental classification, the operative document or law controls.

KEY TERM CROSS-REFERENCE

For quick navigation, the following operative concepts are principally addressed in the listed sections: