Turning Point Brands, Inc. Louisville, KY 40229Release and Severance Agrement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products
As discussed, Turning Point Brands, Inc., together with any successor thereto (“Turning Point” and, together with its applicable employing subsidiaries, the “Company”), agrees to continue to retain your services on the terms, provisions and conditions set forth in this employment letter (this “Agreement”). If you find these terms, provisions and conditions acceptable, please sign this Agreement where indicated and return it to me as soon as possible. This Agreement is contingent upon Turning Point completing the initial public offering of its common stock (the “IPO”) on or before July 1, 2016 (such actual date of the IPO, the “Effective Date”). As of the Effective Date, this Agreement shall supersede and replace, in its entirety, that certain employment agreement, dated February 3, 2010, by and between you and Turning Point and certain of its subsidiaries (the “Prior Agreement”), and you shall no longer have any rights or benefits thereunder. In the event the IPO does not occur on or b
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Delaware
This Indemnification Agreement, dated as of this _____ day of __________, 20____ (this “Agreement”), is made by and between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENT by and among TURNING POINT BRANDS, INC. and the STOCKHOLDERS named herein Dated: , 2015Registration Rights Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
REGISTRATION RIGHTS AGREEMENT, dated as of , 2015, by and among Turning Point Brands, Inc. (f/k/a North Atlantic Holding Company, Inc.) a Delaware corporation (the “Company”), and the stockholders that are party to this Agreement from time to time, as set forth herein (each, a “Designated Stockholder”).
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of ____________ ____, 2015 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”).
EXCHANGE AND SALE AGREEMENTExchange and Sale Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
THIS EXCHANGE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of _____________ ____, 2015 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”).
SHAREHOLDER INDEMNIFICATION AGREEMENTShareholder Indemnification Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Delaware
This INDEMNIFICATION AGREEMENT, dated as of (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”).
FORM OF WARRANT PURCHASE AGREEMENTForm of Warrant Purchase Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of _______________ ______, 2015, 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”).
FIRST AMENDMENT TO THE ELECTRONIC CIGARETTE DISTRIBUTION AGREEMENTElectronic Cigarette Distribution Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products
This First Amendment to the Electronic Cigarette Distribution Agreement (the “Amendment”) is entered into this 15th day of May 2014, by and between Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”), and VMR Products, LLC (d/b/a V2Cigs), a Florida limited liability company (“VMR”), (each a “Party” and collectively Intrepid and VMR may be referred to as the “Parties”).
CONTRACT MANUFACTURING, PACKAGING AND DISTRIBUTION AGREEMENT BETWEEN NATIONAL TOBACCO COMPANY, L.P. AND SWEDISH MATCH NORTH AMERICA, INC.Packaging and Distribution Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Ohio
SUPPLY AGREEMENTSupply Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Kentucky
This Supply Agreement (“Agreement”) is entered into and effective as of the 1st day of April, 2013, by and between (i) National Tobacco Company, L.P., a Delaware limited partnership (“NTC”), and (ii) JJA Distributors, LLC, a Virginia Limited Liability Company (“Supplier”).
ELECTRONIC CIGARETTE DISTRIBUTION AGREEMENTElectronic Cigarette Distribution Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Florida
This Electronic Cigarette Distribution Agreement (“Agreement”) is entered into on October 15, 2013 (the “Execution Date”) to be effective as of September 1, 2013 (the “Effective Date”) by and between Intrepid Brands, LLC, a Delaware limited liability company (“Intrepid”) and VMR Products, LLC, a Florida limited liability company (“VMR”), each, a “Party” and, collectively, “the Parties.”
AMENDMENT NO.1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products
THIS AMENDMENT NO.1, dated November __, 2015 (this “Amendment”), amends the Amended and Restated Employment Agreement (the “Employment Agreement”) entered into as of April 22, 2008 by and among Turning Point Brands, Inc. (f/k/a North Atlantic Holding Company, Inc.), a Delaware corporation (“TPB”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), and Thomas F. Helms, Jr. (the “Executive”).
EXCHANGE AGREEMENTExchange Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2015 by and among North Atlantic Holding Company, Inc., a Delaware corporation (the “Company”), and the other signatories to this Agreement as set forth on the signature pages hereto (the “Noteholders”).
