TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 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 5,400,000 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 810,000 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 opposit
Turning Point Brands, Inc. Louisville, KY 40229Release and Severance Agrement • May 16th, 2016 • 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
REGISTRATION RIGHTS AGREEMENT by and among TURNING POINT BRANDS, INC. and the STOCKHOLDERS named herein Dated: May 10, 2016Registration Rights Agreement • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 10, 2016, 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 • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York
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”).
EXCHANGE AND SALE AGREEMENTExchange and Sale Agreement • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York
THIS EXCHANGE AND SALE 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”).
SHAREHOLDER INDEMNIFICATION AGREEMENTShareholder Indemnification Agreement • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products • Delaware
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”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”) is made as of May 10, 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”).
AMENDMENT NO.1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 16th, 2016 • Turning Point Brands, Inc. • Tobacco products
THIS AMENDMENT NO.1, dated December 4, 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”).
