TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2016 • Turning Point Brands, Inc. • Tobacco products • New York
Turning Point Brands, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Cowen and Company, LLC and FBR Capital Markets & Co. are acting as representative (the “Representatives”), with respect to (i) the sale by the Company of [•] shares (the “Initial Shares”) of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”), and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto, and (ii) the grant of the option described in Section 1(b) hereof to purchase all or any part of [•] additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the name
