0001140361-16-069857 Sample Contracts

WARRANT PURCHASE AGREEMENT
Warrant Purchase Agreement • June 15th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York

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”).

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EXCHANGE AGREEMENT
Exchange Agreement • June 15th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York

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”).

EXCHANGE AGREEMENT
Exchange Agreement • June 15th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York

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”).

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