Counterparty terms.

Last updated: 14 May 2026 · Document ID: BB-GROUP-PROFILE-2026-V6 · Validity: 12 months from issue.

1. Scope

These terms apply to any prospective or actual counterparty (the “Counterparty”) that has been granted access to confidential BloomBridge Group materials — including the Group business profile, capability statements, principal ID / KYC packs, licence chains, cultivation protocols, ledger documentation, corridor documentation, and transaction-specific documentation — under a non-disclosure agreement (the “NDA”) executed in favour of the Group.

2. Confidentiality

All materials accessed under the NDA are confidential. The Counterparty shall: (a) hold the materials in strict confidence; (b) limit access to representatives with a demonstrable need to know who are themselves bound by confidentiality obligations; (c) use the materials only for the purpose set out in the NDA; (d) not copy, distribute, publish, or onward-disclose the materials without prior written consent of the Group. Principal ID / KYC packs — including passport copies and identity documents of the Group’s principals — are not placed in the general business profile and are issued separately under the NDA.

3. No offer; no advice

Provision of the materials does not constitute an offer or solicitation of any security, deposit, financial product, or investment in any jurisdiction. The materials are descriptive of the Group’s operating posture and counterparty-readiness; they are not legal, tax, accounting, regulatory, or investment advice. The Counterparty is responsible for obtaining its own professional advice on any matter on which it relies.

4. Accuracy and forward-looking content

The Group prepares the materials in good faith from sources it considers reliable. The Group does not warrant, expressly or implicitly, that the materials are complete or free from error, and does not undertake to update the materials except as expressly provided. Forward-looking statements — including statements about corridors, regulatory engagement, operating capability, and counterparty intake — are subject to material risks and uncertainties.

5. Counterparty obligations

The Counterparty represents and warrants that it: (a) is duly organised and acting through authorised representatives; (b) is not subject to applicable sanctions (OFAC, EU, UN, UK, CN); (c) will comply with all applicable laws in its use of the materials, including export-control, anti-bribery, AML / CFT, and securities laws; (d) will respond promptly and accurately to KYC / KYB and counterparty-due-diligence requests; (e) will not use the materials to solicit, divert, or interfere with the Group’s operating brands, counterparties, or principals.

6. Term and termination

Access to the materials terminates on the earlier of: (a) the expiry of the document validity (twelve months from 14 May 2026, unless reissued); (b) the expiry or termination of the NDA; (c) written notice from the Group. Upon termination, the Counterparty shall destroy or return all copies of the materials and confirm such destruction in writing where requested.

7. Limitation of liability

To the maximum extent permitted by applicable law, the Group and its operating brands shall not be liable to the Counterparty for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with the materials or these terms. Nothing in these terms limits liability for fraud or wilful misconduct.

8. Governing law

These terms are governed by the laws of the State of California, without reference to its conflict of laws provisions. The state and federal courts of California shall have exclusive jurisdiction. For counterparty engagement relating to the SADC platform, the parties acknowledge that operating activity in Botswana is conducted under Botswana law and the Cannabis Regulations 2026 supervised by BoMRA.