Exhibit 10.32


 


Trademark Consent Agreement


 


This Agreement, made this 31st day
of July, 2003, by and between North Atlantic Trading Company, Inc. (hereinafter referred to as “NATC”), a Delaware
corporation, whose address is 257 Park Avenue South, New York, New York 10010; North Atlantic Operating Company, Inc. (hereinafter
referred to as “NAOC”), a Delaware corporation, whose address is 257 Park Avenue South, New York, New York 10010; and
Bolloré S.A., formerly know as Bolloré Technologies, S.A., a French corporation whose address is Odet 29500 Ergue
Gaberic, Commune d’Ergue Gaberic, France (hereinafter referred to as “Bolloré”).


 


WHEREAS, NATC, through its subsidiary, NAOC,
is the owner of, inter alia, the marks shown on Schedule A, and where applicable the registrations and applications
relating thereto (“NATC/NAOC Marks”) attached hereto; and


 


WHEREAS, Bolloré is the owner of, inter
alia, the marks shown on Schedule B, and where applicable the registrations and applications relating thereto (“Bolloré
Marks”) attached hereto;


 


WHEREAS, NATC/NAOC desires to use and register
the NATC/NAOC Marks set forth in Schedule A, for the goods specified therein; and


 


WHEREAS, Bolloré desires to use and register
the Bolloré Marks set forth in Schedule B, for the goods recited therein; and


 


Whereas, the Parties have exchanged information
regarding their respective products, channels of trade, and the like, and have concluded that co-existence without confusion is
possible based on the different nature of the Parties’ products and channels of trade.


 


WHEREAS, NATC/NAOC and Bolloré mutually
recognize the validity of each other’s marks as set forth in the attached Schedules.


 




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NOW, THEREFORE, for good and valuable consideration,
the parties hereby agree and state as follows:


 


1.          NATC/NAOC
believes there is no likelihood of confusion or conflict between its NATC/NAOC Marks shown on Schedule A, and the Bolloré
Marks shown on Schedule B.


 


2.          Bolloré
believes there is no likelihood of confusion or conflict between its Bolloré Marks shown on Schedule B, and the
NATC/NAOC Marks shown on Schedule A.


 


3.          NATC
will take no action to interfere with the use and/or registration of the Bolloré Marks shown on Schedule B.


 


4.          Bolloré
will take no action to interfere with the use and/or registration of the NATC/NAOC Marks shown on Schedule A.


 


5.          In
view of the differences between the Parties’ respective marks as used and as agreed to be used in the future pursuant to
this agreement, and given the differences in the goods, the Parties agree that their respective products can co-exist without consumer
confusion.


 


6.          Pursuant
to an agreement between the parties, NATC/NAOC is the exclusive United States distributor of cigarette paper, filter tubes, injector
machines and filter tips sold under the Bolloré Marks. Each booklet bears a statement identifying NATC/NAOC simply as distributor.


 


7.          NATC/NAOC
and Bolloré acknowledge that the purchasing public is not and will not be harmed by the relationship between the parties.
The parties acknowledge that their respective marks have been used in the United States on their respective products, for more
than 25 years, without any known confusion of the purchasing public.


 


8.          Except
as otherwise agreed between the parties, in order to avoid any potential confusion, NATC/NAOC agrees not to use the NATC/NAOC Marks
within the United States on cigarette papers, filter tubes, injector machines or filter tips and Bolloré agrees not to use
the Bolloré Marks on any tobacco products within the United States.


 


9.          In
the unlikely event that any consumers are confused as to the source or origin of either party’s goods, the parties agree
to take such further steps as are reasonable and necessary under the circumstances to correct such confusion.


 




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10.          NATC/NAOC
consents to the use and registration by Bolloré of the Bolloré Marks which are shown on Schedule B, for the
goods recited therein.


 


11.          Bolloré
consents to the use and registration by NATC/NAOC of the NATC/NAOC Marks which are shown on Schedule A, for the goods recited
therein.


 


12.          Each
party will reasonably cooperate with the other in obtaining and preserving registrations for the Marks shown on the Schedules by
providing the other with Letters of Consent or any other such documents which may be reasonably required in order to overcome any
official actions or objections which may be made by the trademark office in any country or territory. Any expenses associated with
the preparation and filing of any such letters or documents will be borne by the requesting party.


 


13.          Each
party will have the right, but not the obligation, to terminate all of the rights granted hereunder if the other party is in material
breach of any of its obligations hereunder.


 


14.          This
Agreement and the provisions herein will be binding at all times upon and inure to the benefit of the parties hereto, their successors,
subsidiaries and assigns. This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same Agreement.


 




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IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.


	 	 	 	 	 	 	 
	BOLLORÉ	 	NORTH ATLANTIC OPERATING COMPANY, INC.
	 	 	 	 	 	 	 
	By: 	/s/
                                         Cedric Bollore 



	 	By: 	/s/
                                         James W. Dobbins 




	 	 	 	 	 	 	 
	Name: 	Cédric Bolloré	 	Name: 	James W. Dobbins
	 	 	 	 	 	 	 
	Title:	Director, Industrial Divisions	 	Title: 	Senior Vice President
	 	 	 	 	 	 	 
	Date:	 	 	Date: 	 
	 	 	 	 	 	 	 
	 	 	 	 	NORTH ATLANTIC TRADING COMPANY, INC.
	 	 	 	 	 	 	 
	 	 	 	 	By:	/s/
                                         James W. Dobbins 




	 	 	 	 	 	 	 
	 	 	 	 	Name: 	James W. Dobbins
	 	 	 	 	 	 	 
	 	 	 	 	Title: 	Senior Vice President
	 	 	 	 	 	 	 
	 	 	 	 	Date: 	 



 



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SCHEDULE A


 


to Trademark Consent Agreement among

North Atlantic Trading Company, Inc. (“NATC”),

North Atlantic Operating Company, Inc. (“NAOC”) and

Bolloré, S.A. (“Bolloré”)


 


NATC/NAOC Trademarks in the United States


 


ZIG-ZAG


 


for: tobacco in tubular or non-tubular form consisting
of cigarettes, cigars, smoking tobacco, chewing tobacco, roll-your-own cigarette tobacco and snuff;


 


and


 


The Smoking Man Design


 


(as shown in any and all of the applications
and registrations listed hereinbelow) for: tobacco in tubular or non-tubular form consisting of cigarettes, cigars, smoking tobacco,
chewing tobacco, roll-your-own cigarette tobacco and snuff;


 


NATC/NAOC Trademark Applications and Registrations
in the United States





	 	 	 	 	 	 
	Mark/Goods	 	Registration/ Application
    No.	 	Registered/Filed 	 
	 	 	 
	ZIG-ZAG	 	 
	for: cigars	1,133,291	April 15, 1980 
	 	 	 
	ZIG-ZAG and Design

for: cigarette tobacco	1,512,985	November 15, 1988
	 	 	 
	ZIG ZAG	 	 
	for: cigarette tobacco	1,472,580	January 12, 1988 
	 	 	 
	ZIG-ZAG and Design	 	 
	for: smoking tobacco	1,775,416	June 8, 1993 
	 	 	 
	ZIG ZAG GOLD STANDARD	 	 
	
for: cigarette tobacco	2,122,646	December 23, 1997
	 	 	 
	ZIG-ZAG (stylized)	 	 
	for: cigars	75/824,284	October 15, 1999 
	 	 	 
	ZIG-ZAG and Design	 	 
	for: cigars	75/824,282	October 15, 1999 
	 	 	 
	ZIG-ZAG	 	 
	for: cigarettes	2,582,490	June 18, 2002 


 




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	Mark/Goods	 	Registration/ Application
    No.	 	Registered/Filed 	 
	 	 	 
	ZIG-ZAG (stylized)	 	 
	
for: cigarettes	2,512,921	November 27, 2001
	 	 	 
	Design of Smoking Man	 	 
	for: cigars	75/824,285	October 15, 1999 
	 	 	 
	ZIG ZAG CLASSIC	 	 
	

AMERICAN BLEND		
	for: smoking tobacco	78/084,504	September 19, 2001
	 	 	 
	ZIGARETTES	76/042,035	May 5, 2000 


 




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SCHEDULE B


 


to Trademark Consent Agreement among

North Atlantic Trading Company, Inc. (“NATC”),

North Atlantic Operating Company, Inc. (“NAOC”) and

Bolloré, S.A. (“Bolloré”)


 


Bolloré Trademarks in the United States



 


ZIG-ZAG


 


for: cigarette paper booklets, filter
tubes, injector machines and filter tips


 


and


 


The Smoking Man Design

(as shown in any and all of the applications

and registrations listed hereinbelow)


 


for: cigarette paper booklets, filter
tubes. injector machines and filter tips 


 


Bolloré Trademark Applications and
Registrations in the United States





	 	 	 	 	 	 
	Mark/Goods	 	Registration/ Application
    No.	 	Registered/Filed 	 
	 	 	 
	ZIG-ZAG (stylized)	610,530	August 16, 1955 
	for: cigarette paper	 	 
	 	 	 
	ZIG ZAG	1,127,946	December 18, 1979 
	for: cigarette papers	 	 
	 	 	 
	Design of Smoking Man	2,169,540	June 30, 1998 
	for: cigarette papers	 	 
	 	 	 
	ZIG-ZAG	2,309,274	January 18, 2000 
	for: cigarette lighters 

(not of precious metals), 

pocket machines for rolling 

cigarettes, cigarette tubes 

and pocket machines for 

filling cigarette tubes	 	 
	 	 	 
	ZIG-ZAG	2,309,438	January 18, 2000 
	for: filter tips for cigarettes	 	 


 




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	Mark/Goods	 	Registration/ Application
    No.	 	Registered/Filed 	 
	 	 	 
	Design of Smoking Man	2,380,641	August 29, 2000 
	for: cigarette lighters 

not of precious metal; 

cigarette tubes; pocket 

machines for rolling 

cigarettes and filling 

cigarette tubes	 	 
	 	 	 
	Design of Smoking Man	75/664,349	March 19, 1999 
	for: filter tips for cigarettes	 	 
	 	 	 
	ZIG ZAG	76/419,433	June 11, 2002 
	for: pocket knives, sports 

knives, and multi-task knives	 	 
	 	 	 
	Design of Smoking Man	 	 
	for: pocket knives, sports 

knives, and multi-task knives	78/185,050	November 14, 2002 


 






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