Marcus Daniel Wholesale Information Form

Authorized Retailer Agreement for Contract and Non-Contract Brands

This Agreement is designed to conform and standardize the marketing and retailing of Marcus Daniel, Inc. premium cigar brands. This agreement is made between Marcus Daniel, Inc. of 609 8th Street S., Naples, Florida 34102 (MDI) and the Retailer identified above.

Marcus Daniel, Inc. strictly limits its Authorized Retailer status to those merchants who can perform in accordance with its standards, and which can, in its belief, fulfill the conditions set forth in this Agreement.

It is agreed:

(1) Marcus Daniel, Inc. appoints the Retailer as an Authorized Retailer. Such appointment shall be non-exclusive as to the products and territory of sales.

(2) Marcus Daniel, Inc. undertakes, subject to the availability of supplies and the requirements of other Authorized Retailers and subject to the terms of this Agreement, to supply the Authorized Retailer's inventory requirements for the brands listed herein.

(3) The Authorized Retailer shall not:

(a) Purchase the brand listed herein other than from Marcus Daniel, Inc. or another authorized source approved by Marcus Daniel, Inc.
(b) Deface or remove any trademark affixed to the brands listed herein.
(c) Include any of the Brands in any mail-order catalogue or for sale on the internet without prior written authorization from Marcus Daniel, Inc.'s sales management.

(4) The Authorized Retailer undertakes to sell the brands listed herein to its customers only, and agrees not to resell the products at wholesale either in the United States or in any foreign market.

(5) The Authorized Retailer shall use its best efforts to promote and extend its sales of the brands listed herein in accordance with the terms of this Agreement, and, in particular, but without prejudice to the generality of the foregoing shall:

(a) At all times maintain in a prominent position of its premises a display of the brands listed herein.
(b) At all times maintain adequate stock of brands listed herein to meet anticipated demand subject to Marcus Daniel, Inc.'s ability to provide these brands.

(6) In order to maintain the quality of the brands listed herein and the reputation of the trademarks, the Authorized Retailer undertakes:

(a) To maintain adequate storage facilities in order to keep the brands listed herein in the appropriate temperature and humidity.
(b) To comply with the instructions as to the storage and/or presentation of the brands listed herein.

(7) Marcus Daniel, Inc. reserves the right to cancel or postpone the allocation of premium cigar brands for an Authorized Retailer whose account is not in good credit standing.

(8) The Authorized Retailer understands and agrees that if it is found to have engaged in the sale or potential sale of a counterfeit Marcus Daniel, Inc. product, the Authorized Retailer will immediately be removed from any Marcus Daniel, Inc. program and will forfeit any entitlement or accrued payment under such program. Marcus Daniel, Inc. will also discontinue the Authorized Retailer's status as a direct account. Sale of counterfeit products may subject the Authorized Retailer to prosecution under the federal anti-counterfeiting statute (18 U.S.C. §2320), and punishment including up to 10 years in prison and a $2 million fine.

(9) Marcus Daniel, Inc. is not empowered to regulate the prices at which the contract and non-contract brand products are to be sold.

However, the Authorized Retailer acknowledges that in order to preserve the goodwill attached to the contract and non-contract brands stipulated in Marcus Daniel, Inc.'s price list, these brands must be sold at the prices and terms reflecting their prestigious nature. Accordingly, the Authorized Retailer agrees that, as an Authorized Retailer of the contract brand products, it will not sell the products at prices below Marcus Daniel, Inc.'s suggested minimum advertised price (10% below MSRP) plus any applicable state taxes. The Authorized Retailer also agrees not to sell the brands at prices that are close-out, marked down and/or in liquidation. Coupons or loyalty cards cannot be used to bring the consumer price more than 10% below the MSRP.

(10) The Authorized Retailer agrees to comply with all applicable laws and regulations regarding the sale of cigars and tobacco products.

(11) No Marcus Daniel, Inc. employee has the authority to amend this Agreement without prior written approval from corporate headquarters.

(12) Marcus Daniel, Inc. reserves the right to amend the terms of this Agreement at its discretion.

(13) Marcus Daniel, Inc. and the Authorized Retailer agree that any and all disputes arising from or related to this contract shall be governed by the laws of the state of Florida.

Authorizing Signatory attests financial responsibility and willingness to pay in full within terms of sale on individual invoices. If the account is referred to a collection agency or attorney, the applicant agrees to pay all costs and expenses including attorney fees. All accounts with balances past due from date of terms are subject to a service/finance charge as stated on each invoice. This Agreement is governed by and shall be construed in accordance with the laws of The State of Florida. In submitting this Application to open an account with Marcus Daniel, Inc. you authorize Marcus Daniel, Inc. to contact bank and trade references listed above. Terms refer to Net/Credit, COD, Due upon receipt or Credit Card.

ELECTRONIC SIGNATURE AND AUTHORIZATION AGREEMENT

By providing your signature using the drawing box or the field marked “Digital Signature” and checking the accompanying consent box, you explicitly agree, intend, and acknowledge that:

1. Legal Equivalence: This transaction is governed by the Florida Uniform Electronic Transactions Act (Fla. Stat. § 668.50). You agree that this electronic signature carries the exact same legal weight, force, and effect as a traditional handwritten signature executed in ink.
2. Representations of Authority: You certify and warrant that you are an owner, officer, or duly authorized representative of the Applicant business entity with the full legal authority to enter into contracts and bind the business to these Wholesale Terms and Conditions.
3. Accuracy of Information: All information, business credentials, tax identifiers, and uploaded licensing documentation provided in this application are true, accurate, and current.
4. Consent to Electronic Commerce: You consent to conduct business transactions, receive notices, and execute agreements with our company electronically.