Amendment No. 1 to Relationship Agreement, dated as of January 28, 2020, by and among JUUL Labs, Inc., Altria Group, Inc. and Altria Enterprises LLC

“(b)    Promptly following such time as Antitrust Clearance is obtained, a committee of the Board, to be named the Litigation Oversight Committee, will be created consisting of (i) all of the directors designated by the Investor pursuant to Section 2(b)(i) or Section 2(c)(i) of the Voting Agreement, as applicable (one of whom will be appointed as the Chairperson of the Litigation Oversight Committee), (ii) two Shareholder Directors (as defined in the Voting Agreement), and (iii) the chief executive officer of the Company. The Litigation Oversight Committee will have full oversight authority and review of litigation management for matters in which the Company and Investor (or any of its Affiliates) are co-defendants and have or reasonably could have a written Joint Defense Agreement in effect between them (“Joint Litigation Matters”). The Litigation Oversight Committee, acting by majority vote, will have authority to recommend to the Company’s Chief Legal Officer changes to outside counsel and strategy with respect to Joint Litigation Matters. If the Chief Legal Officer disagrees with any recommendation of the Litigation Oversight Committee, then such matter shall be submitted to the Board for consideration and shall be approved or not approved by majority vote of the Board; provided, however, that from and after the receipt of Antitrust Clearance and until such time as the Board has first been reconstituted with no vacancies pursuant to Section 2(b) of the Voting Agreement, the Litigation Oversight Committee (by majority vote) will have decision making authority with respect to the matters described in this Section 2.2(b), other than the authority of the Litigation Subcommittee set out in Section 2.2(c).

(c)    Promptly following such time as Antitrust Clearance is obtained, a subcommittee of the Litigation Oversight Committee, to be named the Litigation Subcommittee, will be formed and will consist of (i) the chief executive officer of the Company, (ii) one of the directors designated by the Investor pursuant to Section 2(b)(i) or Section 2(c)(i) of the Voting Agreement, as applicable, and (iii) one of the Shareholder Directors (as defined in the Voting Agreement). The Litigation Subcommittee will consider the hiring, or continued engagement or replacement, as applicable, of a senior outside counsel responsible for advising the Company on litigation strategy for Joint Litigation Matters (“Senior Outside Counsel”). If the Litigation Subcommittee, by unanimous vote, approves the hiring, or continued engagement or replacement, as applicable, of a Senior Outside Counsel, the Company will effect the same. If the Litigation Subcommittee cannot reach unanimous agreement after all reasonable efforts have been exhausted and the Board at such time has no vacancies, any member of the Litigation Subcommittee can refer the matter to the Board, which will approve or disapprove the hiring, or continued engagement or termination, as applicable, of the Senior Outside Counsel. The Litigation Subcommittee will be disbanded following the decision to hire, retain or replace, as applicable, a Senior Outside Counsel which has been approved by unanimous vote of the Litigation Subcommittee or, pursuant to the immediately preceding sentence, approved by the Board. Notwithstanding the foregoing, for a period of one year following the hiring, or continued engagement or termination, as applicable, of the Senior Outside Counsel as described above, such Senior Outside Counsel may be removed only by majority vote of the Litigation Oversight Committee.”

“(other than the right of the Investor to designate one Independent person unanimously Certified by the Nominating Committee (as such terms are defined in the Voting Agreement))”