Turning Point Brands, Inc. – RELEASE AND SEVERANCE AGREMENT (October 27th, 2020)This Release and Severance Agreement (this "Release") is entered into by and between James W. Dobbins ("Employee") and Turning Point Brands, Inc. ("Turning Point" and, collectively with its direct and indirect subsdiary(ies), the "Company"). Employee and Turning Point are referred to herein as the "Parties."
Turning Point Brands, Inc. – CONSULTING AGREEMENT (October 27th, 2020)This Consulting Agreement (the "Agreement"), effective as of November 1, 2020, is between Turning Point Brands, Inc. ("Turning Point") and, collectively with its parent(s), subsdiary(ies), and all other related companies), having its principal place of business at 5201 Interchange Way, Louisville, KY 40229 (the "Company"), and James W. Dobbins, an individual ("Consultant"), located at 1006 Monmouth Avenue; Durham, NC 27701.
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENT (July 13th, 2020)
Turning Point Brands, Inc. – June 10, 2020 Standard Diversified Inc. New York, NY 10153 Dear Ladies and Gentlemen: (June 10th, 2020)We have acted as counsel to Standard Diversified Inc., a Delaware corporation (“SDI”), in connection with the proposed merger of SDI with and into Standard Merger Sub LLC, a Delaware limited liability company (“Merger Sub”) pursuant to the Agreement and Plan of Merger dated as of April 7, 2020 (as amended through the date hereof, the “Agreement”) by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Merger Sub, a wholly owned subsidiary of TPB, and SDI. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. All “Section” references, unless otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the “Code”) and all references to “Treas. Reg.” are to the Treasury Regulations promulgated under the Code.
Turning Point Brands, Inc. – Third Amendment to Amended and Restated First Lien Credit Agreement (April 28th, 2020)This Third Amendment to Amended and Restated First Lien Credit Agreement (this “Amendment”) is entered into as of April 6, 2020 (the “Third Amendment Closing Date”), by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, National Association, as Administrative Agent and L/C Issuer.
Turning Point Brands, Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (April 8th, 2020)THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 7, 2020, by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Standard Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of TPB (“Merger Sub”), and Standard Diversified Inc., a Delaware corporation (“SDI”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Turning Point Brands, Inc. – Second Amendment to Amended and Restated First Lien Credit Agreement (March 12th, 2020)This Second Amendment to Amended and Restated First Lien Credit Agreement (this “Amendment”) is entered into as of February 5, 2020 (the “Second Amendment Closing Date”), by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, National Association, as Administrative Agent and L/C Issuer.
Turning Point Brands, Inc. – First Amendment to Amended and Restated First Lien Credit Agreement (August 1st, 2019)This First Amendment to Amended and Restated First Lien Credit Agreement (this “Amendment”) is entered into as of July 24, 2019 (the “First Amendment Closing Date”), by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer.
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of July 30, 2019 2.50% Convertible Senior Notes due 2024 (July 31st, 2019)INDENTURE dated as of July 30, 2019 between TURNING POINT BRANDS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
Turning Point Brands, Inc. – STOCK PURCHASE AGREEMENT (November 7th, 2018)This Stock Purchase Agreement (this "Agreement"), dated as of September 5, 2018, is entered into by and among (i) Turning Point Brands, LLC, a Delaware limited liability company ("Buyer"), (ii) Pegasus Real Estate Investment Group, LLC, a Florida limited liability company ("Pegasus"), David Epstein, a Florida resident ("Epstein"), Milander Investments, LLC, a Delaware limited liability company ("Milander"), David Herrera, a Florida resident ("Herrera"), David Mardini, a Florida resident ("Mardini"), John M. Scott, a New York resident ("Scott"), Martin Flumenbaum, a New York resident ("Flumenbaum"), Elizabeth McColm, a New York resident ("McColm"), Robert Schumer, a New York resident ("Schumer"), Daniel Kramer, a New York resident ("Kramer"), Durlan Bergnes, a Florida resident ("Bergnes"), Angelo Bonvino, a New York resident ("Bonvino"), John Lange, a Hong Kong resident ("Lange") and Mark Wlazlo, a New Jersey resident ("Wlazlo") (each of Pegasus, Epstein, Milander, Herrera, Mardini, Sco
Turning Point Brands, Inc. – RELEASE AND SEVERANCE AGREMENT (May 9th, 2018)This Release and Severance Agreement (this "Release") is entered into by and between Mark Stegeman ("Employee") and Turning Point Brands, Inc. ("Turning Point" and, collectively with its parent(s), subsidiary(ies), and all other related companies, the "Company"). Employee and Turning Point are referred to herein as the "Parties."
Turning Point Brands, Inc. – AMENDMENT TO THE NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (May 9th, 2018)This is an Amendment to the Non-Qualified Stock Option Award Agreement (the "Agreement") between Turning Point Brands, Inc., a Delaware corporation (the "Company"), and Mark Stegeman (the "Participant"), which was made as of August 10, 2016 (the "Grant Date") and pursuant to the terms of the Company's 2015 Equity Incentive Plan (the "Plan"). This Amendment shall be effective as of March 13, 2018.
Turning Point Brands, Inc. – Amended and Restated Second Lien Credit Agreement (March 8th, 2018)This Amended and Restated Second Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.
Turning Point Brands, Inc. – Omnibus Amendment, Reaffirmation Agreement, and Joinder (March 8th, 2018)This Omnibus Amendment, Reaffirmation Agreement and Joinder (herein, this “Agreement”) is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”), North Atlantic Cigarette Company, Inc., a Delaware corporation (“NACC”), North Atlantic Operating Company, Inc., a Delaware corporation (“NAOC”), National Tobacco Company, L.P., a Delaware limited partnership (“NTC”), National Tobacco Finance, LLC, a Delaware limited liability company (“NTF”), RBJ Sales, Inc., a Tennessee corporation (“RBJ”), Turning Point Brands, LLC, a Delaware limited liability company (“TPB”), Vapor Beast LLC, a Delaware limited liability company (“Vapor Beast”), and Vapor Shark, LLC, a Delaware limited liability company (“Vapor Shark”; and together with the Borrower, NATC, Intrepid, NACC, NAOC, NTC, NTF, RBJ, TPB, and Va
Turning Point Brands, Inc. – First Amendment to the Second Lien Intercreditor Agreement (March 8th, 2018)This First Amendment to Second Lien Intercreditor Agreement (this “Amendment”), dated March 7, 2018, and entered into by and among Fifth Third Bank, an Ohio banking corporation, as First Lien Collateral Agent (the “First Lien Collateral Agent”), and Prospect Capital Corporation, a Maryland corporation, as Second Lien Collateral Agent (the “Second Lien Collateral Agent”), and acknowledged by Turning Point Brands, Inc., a Delaware corporation (the “Borrower”) and the other Grantors (as defined below).
Turning Point Brands, Inc. – Second Lien Omnibus Amendment, Reaffirmation Agreement, and Joinder (March 8th, 2018)This Second Lien Omnibus Amendment, Reaffirmation Agreement and Joinder (herein, this “Agreement”) is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”), North Atlantic Cigarette Company, Inc., a Delaware corporation (“NACC”), North Atlantic Operating Company, Inc., a Delaware corporation (“NAOC”), National Tobacco Company, L.P., a Delaware limited partnership (“NTC”), National Tobacco Finance, LLC, a Delaware limited liability company (“NTF”), RBJ Sales, Inc., a Tennessee corporation (“RBJ”), Turning Point Brands, LLC, a Delaware limited liability company (“TPB”), Vapor Beast LLC, a Delaware limited liability company (“Vapor Beast”), and Vapor Shark, LLC, a Delaware limited liability company (“Vapor Shark”; and together with the Borrower, NATC, Intrepid, NACC, NAOC, NTC, NTF, RBJ,
Turning Point Brands, Inc. – Amended and Restated First Lien Credit Agreement (March 8th, 2018)This Amended and Restated First Lien Credit Agreement is entered into as of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. COMMON STOCK SALES AGREEMENT (July 21st, 2017)Turning Point Brands, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Turning Point Brands, Inc. – TURNING POINT BRANDS, INC. $50,000,000 COMMON STOCK FORM OF SALES AGREEMENT (June 30th, 2017)Turning Point Brands, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
Turning Point Brands, Inc. – PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT Turning Point Brands, Inc. (May 11th, 2017)This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”) is made as of the [●] day of [●] (the “Grant Date”) between Turning Point Brands, Inc. (the “Company”), and [●] (the “Participant”), and is made pursuant to the terms of the Turning Point Brands, Inc. 2015 Equity Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.
Turning Point Brands, Inc. – NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (March 13th, 2017)This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of ____________________ (the “Grant Date”) between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
Turning Point Brands, Inc. – OPTION PURCHASE AND CANCELLATION AGREEMENT (March 13th, 2017)THIS OPTION PURCHASE AND CANCELLATION AGREEMENT (this “Agreement”) is made as of May 10, 2016, by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Intrepid Brands, LLC, a Delaware limited liability company and indirect subsidiary of TPB (“Intrepid”), and the holder of options to purchase common units of Intrepid named on the signature page hereof (the “Holder”).
Turning Point Brands, Inc. – First Lien Credit Agreement (February 21st, 2017)This First Lien Credit Agreement is entered into as of February 17, 2017, by and among Turning Point Brands, Inc., a Delaware corporation (“Turning Point”) and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”; Turning Point and NATC are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.
Turning Point Brands, Inc. – Second Lien Guaranty and Security Agreement (February 21st, 2017)This Second Lien Guaranty and Security Agreement (this “Agreement”), dated as of February 17, 2017, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and Prospect Capital Corporation, a Maryland corporation, in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”).
Turning Point Brands, Inc. – Second Lien Credit Agreement (February 21st, 2017)This Second Lien Credit Agreement is entered into as of February 17, 2017, by and among Turning Point Brands, Inc., a Delaware corporation (“Turning Point”) and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”; Turning Point and NATC are each individually referred to herein as a “Borrower” and are collectively referred to herein as the “Borrowers”), the direct and indirect Subsidiaries of the Borrowers from time to time party to this Agreement, as Guarantors, the various institutions from time to time party to this Agreement, as Lenders, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent.
Turning Point Brands, Inc. – First Lien Guaranty and Security Agreement (February 21st, 2017)This First Lien Guaranty and Security Agreement (this “Agreement”), dated as of February 17, 2017, among the Persons listed on the signature pages hereof as “Grantors” and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a “Grantor” and collectively, the “Grantors”), and Fifth Third Bank, an Ohio banking corporation, in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”).
Turning Point Brands, Inc. – Second Lien Intercreditor Agreement (February 21st, 2017)This Second Lien Intercreditor Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 17, 2017 and entered into by and among Fifth Third Bank, an Ohio banking corporation, in its capacity as administrative agent under the First Lien Credit Agreement for the First Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “First Lien Collateral Agent”), Prospect Capital Corporation, a Maryland corporation, in its capacity as administrative agent under the Second Lien Loan Agreement for the Second Lien Claimholders (in such capacity and together with its successors from time to time in such capacity, the “Second Lien Collateral Agent”), and acknowledged and agreed to by Turning Point Brands, Inc., a Delaware corporation (“Turning Point”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”; Turning Point and NATC are each individ
Turning Point Brands, Inc. – STOCK OPTION CASH-OUT AGREEMENT (February 9th, 2017)THIS STOCK OPTION CASH-OUT AGREEMENT (this "Agreement") is made by and between TURNING POINT BRANDS, INC., a Delaware corporation (the "Company"), and the undersigned employee who has an outstanding stock option to purchase Company stock ("Optionee").
Turning Point Brands, Inc. – GUARANTY (December 2nd, 2016)This GUARANTY (this "Guaranty"), dated as of November 30, 2016, is made by Turning Point Brands, Inc., a Delaware corporation ("Guarantor"), in favor and for the benefit of [Name of Seller], a [State] resident ("Beneficiary").
Turning Point Brands, Inc. – STOCK PURCHASE AGREEMENT (November 21st, 2016)This Stock Purchase Agreement (this "Agreement"), dated as of November 17, 2016, is entered into by and among National Tobacco Company, L.P., a Delaware limited partnership (“Buyer”), Timothy B. Campbell, an Illinois resident (“Campbell”), Thomas J. Metzler, a California resident (“Metzler”), Timothy B. Cady, a California resident (“Cady”), Mark M. Howard, a California resident (“Howard”), Sheilla V. Andrin, a California resident (“Andrin”) (each of Campbell, Metzler, Cady, Howard and Andrin, a “Seller” and, collectively, the “Sellers”), Smoke Free Technologies Inc. d/b/a Vapor Beast, a California corporation (the “Company”).
Turning Point Brands, Inc. – WARRANT PURCHASE AGREEMENT (June 15th, 2016)THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of May 20, 2016, by and between Turning Point Brands, Inc., a Delaware corporation (“TPB”), and each holder of Warrants (as defined below) listed on the signature pages hereto (each, a “Holder” and collectively, the “Holders”).
Turning Point Brands, Inc. – EXCHANGE AGREEMENT (June 15th, 2016)THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2016 by and among Turning Point Brands, Inc., a Delaware corporation (the “Company”), and the other signatories to this Agreement as set forth on the signature pages hereto (the “Noteholders”).
Turning Point Brands, Inc. – EXCHANGE AGREEMENT (June 15th, 2016)THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2016 by and among Turning Point Brands, Inc., a Delaware corporation (the “Company”), Daniel Fitzgerald and Peter Parent (the “Noteholders”).
Turning Point Brands, Inc. – SHAREHOLDER INDEMNIFICATION AGREEMENT (May 16th, 2016)This INDEMNIFICATION AGREEMENT, dated as of May 10, 2016 (this “Agreement”), is between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and Standard General Master Fund L.P., a limited partnership organized under the laws of the Cayman Islands (“Standard General”).
Turning Point Brands, Inc. – EXCHANGE AGREEMENT (May 16th, 2016)THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of May 10, 2016 by and between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and Standard NA Holdings I LLC, a Delaware limited liability company (the “Noteholder”).