Channel, brand use and relationships with authorized operators policy Tobacco Trade Group Corp.

1. Nature, Purpose and Scope.

This document (the “Policy”) constitutes an internal and external corporate policy of Tobacco Trade Group Corp. (“TTG”), adopted in its capacity as owner and/or licensor of trademarks, wholesale operator and importer of premium tobacco products.

The purpose of this Policy is to establish, clearly, expressly and in a legally binding manner, although non-contractual, the principles, criteria and rules governing:

• the authorized use of TTG trademarks;
• the structure and operation of the commercial channel;
• TTG’s relationship with distributors, retailers and other operators;
• the conditions under which TTG decides to grant, maintain, modify or withdraw such authorization.

Reading, understanding and accepting this Policy in its entirety is an essential condition for any commercial relationship with TTG.
Acceptance of this Policy does not confer vested rights, create exclusivity or impose any obligation on TTG to continue a relationship.

2. Legal Framework and Principles of Interpretation.

This Policy is adopted in accordance with the general principles of commercial law applicable in the United States, including, without limitation, laws and doctrines relating to:

• protection and use of trademarks and distinctive signs (including the Lanham Act);
• freedom of contract and party autonomy;
• fair competition and fair commercial practices;
• consumer protection;
• express exclusion of franchise, agency, partnership or joint venture relationships.

Nothing in this Policy shall be interpreted as creating a franchise, agency, legal representation, partnership, joint venture or employment relationship, or as constituting a distribution agreement under applicable state or federal law.

TTG reserves the right to interpret, modify and apply this Policy at its sole discretion, to the extent permitted by law.

3. Role and Position of Tobacco Trade Group Corp.

TTG acts as:

• trademark owner and administrator;
• importer and wholesale operator;
• manufacturer and/or repackager;
• architect and governing entity of the commercial ecosystem.

TTG does not act as a traditional retailer and does not structurally compete with authorized operators.
Its principal function is to preserve brand value, organize the channel, generate institutional demand and ensure the coherence of the commercial ecosystem.

4. Governing Principle of the TTG Ecosystem.

TTG adopts an open, non-exclusive and dynamic channel model based on the following principles:

• operators’ freedom to choose sales channels;
• strict regulation of authorized trademark use and commercial conduct;
• absence of vested rights;
• TTG’s business discretion;
• the ongoing possibility of evolution, restructuring or termination of the relationship.

TTG does not restrict sales channels, but strictly regulates who may use its trademarks and under what conditions.

5. Channel Roles and Absence of Exclusivity.

5.1 Master Distributor

An operator authorized to organize broad territories and supply distributors and retailers.
Authorization is revocable, non-exclusive and performance-based, in accordance with the criteria established by TTG.

5.2 Distributor

An operator authorized to supply retailers within a defined territory.
Continuation of its authorization depends on compliance with this Policy and the commercial criteria established by TTG.

5.3 Traditional Retailer

A retailer supplied by distributors.
It may sell to end consumers on an incidental basis.
It is not required to report B2C sales to TTG, and its commercial information is regarded as its own asset.

5.4 Authorized B2C Retailer

An operator that, following express authorization by TTG, sells directly to end consumers under a B2C model.

Essential characteristics:

• purchases products directly from TTG;
• does not sub-distribute or supply third parties;
• depends exclusively on TTG, not on distributors;
• may operate through physical premises, a warehouse, e-commerce or a hybrid model;
• is the only category subject to reporting obligations, on terms established by TTG in writing.
Authorization as a B2C Retailer is revocable, non-exclusive and creates no right to remain authorized.

5.5 Evolution of Roles
Any possible transition of an operator to another channel role is at TTG’s discretion and is neither an enforceable right nor a guaranteed expectation.

6. Sales Channels and Digital Platforms.

TTG does not limit or prohibit the use of sales channels, including websites, social media, e-commerce, marketplaces or other digital media.

The use of such channels is conditional upon compliance with this Policy, appropriate use of the brand and commercial conduct consistent with TTG’s values and positioning.

TTG may operate public product showcase platforms displaying suggested retail reference prices (MSRP), which are solely informational and do not constitute offers to sell or price fixing.

7. Pricing Policy and Commercial Conduct.

TTG does not set resale prices.
Each operator independently determines its final commercial pricing policy, in accordance with applicable law.

Nevertheless, TTG reserves the right to issue warnings, review authorizations or withdraw them where certain commercial practices, even if lawful, seriously harm the image, positioning or coherence of the brand.

8. Demand Referrals.

TTG may refer generated demand to authorized operators based on internal criteria relating to territory, operator category, operational capacity and commercial strategy.
The absence of an authorized operator in a given area does not oblige TTG to make direct sales to end consumers.

9. Reserved Institutional Channel.

TTG exclusively reserves the institutional channel, including, without limitation, corporate, hotel, cruise line, duty-free and similar accounts.

Such relationships are originated, negotiated and structured by TTG, without granting third parties any right to customer acquisition, representation or exclusivity.

10. Information Reporting.

Reporting obligations apply exclusively to Authorized B2C Retailers, on the terms, at the frequency and to the extent established by TTG in writing.

Distributors and traditional retailers are not required to share B2C sales information, which is recognized as their own commercial asset.

11. Brand Experience Spaces – Cigar Lounges.

TTG may operate, enter into partnerships for or license brand experience spaces, such as Sol de Cuba Cigar Lounge, whether directly, in partnership or under licensed or franchised formats.

These spaces do not constitute traditional retail, do not structurally compete with the channel, and are intended to strengthen brand experience, identity and positioning.

12. Territorial Delimitation.

Distributors and Master Distributors shall operate within territories defined by TTG according to objective criteria such as ZIP codes, counties or other subdivisions.

B2C Retailers have no territorial exclusivity and shall refrain from conduct that adversely affects the balance of the commercial ecosystem.

13. Termination and Withdrawal of Authorization.

TTG may suspend or withdraw the authorization granted to any operator:

• for breach of this Policy;
• for reputational, commercial or strategic harm to the brand;
• or without stating a cause, as a strategic decision.

Every authorization is revocable.

14. Effects of Termination.

Termination or withdrawal of authorization entails:

• immediate cessation of trademark use and any representation of TTG.
• cancellation of any demand referrals;
• no obligation to repurchase inventory;
• express waiver of any claim relating to investments, expenses or actions undertaken.

15. Valid Communications.

Communications and notices from TTG shall be deemed valid when made through:
• corporate email;
• formal written communication;
• official private TTG platforms, if any.

16. Non-Contractual Nature.

This Policy does not constitute a contract or a distribution or franchise agreement, and does not confer vested rights, exclusivity, or guarantees of volume or continued participation.

17. Acceptance.

Participation in the TTG commercial ecosystem implies express, full and unconditional acceptance of this Policy.

Language Notice:
The English-language version of this Policy shall be the official and prevailing version.
The Spanish-language version is provided for informational purposes.