Common use of Taxes 100 Clause in Contracts

Taxes 100. Section 11.2. Mitigation Obligations; Replacement of Lenders 104 Section 11.3. Notices 105 Section 11.4. Amendments, Waivers and Consents 108 Section 11.5. Expenses; Indemnity 110 Section 11.6. Right of Setoff 112 Section 11.7. Governing Law; Jurisdiction, Etc 113 Section 11.8. Waiver of Jury Trial 114 Section 11.9. Reversal of Payments 114 Section 11.10. Injunctive Relief 114 Section 11.11. Successors and Assigns; Participations 114 Section 11.12. Treatment of Certain Information; Confidentiality 119 Section 11.13. Sharing of Payments by Lenders 120 Section 11.14. Performance of Duties 120 Section 11.15. All Powers Coupled with Interest 120 Section 11.16. Survival 120 Section 11.17. Titles and Captions 121 Section 11.18. Severability of Provisions 121 Section 11.19. Counterparts; Integration; Effectiveness; Electronic Execution 121 Section 11.20. Term of Agreement 121 Section 11.21. USA Patriot Act 121 Section 11.22. Independent Effect of Covenants 122 Section 11.23. Inconsistencies with Other Documents; Intercreditor Agreement 122 Section 11.24. Lender’s Obligations Several 122 Section 11.25. Excess Interest 123 Section 11.26. Construction 123 Section 11.27. Subordination 123 Section 11.28. Acknowledgement and Consent to Bail‑In of EEA Financial Institutions 124 Section 11.29. Press Releases, etc. 124 Section 11.30. Amendment and Restatement 124 Section 11.31 Non-Consenting Lenders; Equalization 125 Signature Pages S‑1 Exhibit A — Reserved Exhibit B — Notice of Continuation/Conversion Exhibit C — Note Exhibit D — Officer’s Compliance Certificate Exhibit E — Assignment and Assumption Exhibit F — Subordination Terms Schedule 1 — Loans Schedule 1.1(a) — Immaterial Subsidiaries Schedule 1.1(b) — Retail Store Subsidiaries Schedule 5.1 — Jurisdictions of Organization Schedule 5.2 — Ownership Schedule 5.6 — Tax Returns and Payments Schedule 5.9 — Employee Benefit Matters Schedule 5.12 — Material Contracts; Customers and Suppliers Schedule 5.13 — Employee Relations Schedule 5.18 — Title to Properties Schedule 5.26 — Insurance Schedule 6.14(d) — Real Property Collateral Schedule 6.23 — Post‑Closing Matters Schedule 7.1 — Indebtedness Schedule 7.2 — Liens Schedule 7.3 — Investments Schedule 7.7 — Transactions with Affiliates -v- Amended and Restated Second Lien Credit Agreement 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. The Borrower, North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent, previously entered into that certain Second Lien Credit Agreement dated as of February 17, 2017 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Second Lien Credit Agreement”). The Borrower and NATC have requested that the Lenders and the Administrative Agent amend certain terms of the Existing Second Lien Credit Agreement, including removing NATC as a borrower, and the Borrower, NATC, the Lenders and the Administrative Agent have agreed to make certain revisions to the Existing Second Lien Credit Agreement on the terms and conditions set forth herein. The parties hereto have agreed to amend and restate the Existing Second Lien Credit Agreement in its entirety for the sake of clarity and convenience. This Amended and Restated Second Lien Credit Agreement constitutes for all purposes an amendment and restatement of the Existing Second Lien Credit Agreement and not a new or substitute agreement. In consideration of the mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:

Taxes 100. Section 11.2. Mitigation Obligations; Replacement 3.10 ERISA 100 Section 3.11 Disclosure 100 Section 3.12 Subsidiaries 100 Section 3.13 Insurance 101 Section 3.14 Labor Matters 101 Section 3.15 Solvency 101 Section 3.16 Security Interests 101 Section 3.17 No Filing or Stamp Taxes 103 Section 3.18 [Reserved] 103 Section 3.19 Pensions 103 Section 3.20 Centre of Lenders main interests and establishments 103 Section 3.21 Patriot Act 104 Section 11.33.22 Senior Indebtedness 104 Article IV. Notices 105 CONDITIONS OF EXTENSIONS OF CREDIT 104 Section 11.4. Amendments, Waivers 4.01 Closing Date 104 Section 4.02 Each Loan and Consents 108 Letter of Credit on the Closing Date 109 Section 11.5. Expenses; Indemnity 4.03 Each Incremental Term Loan 110 Section 11.6. Right 4.04 Conditions to Each Credit Event 110 Article V. AFFIRMATIVE COVENANTS 110 Section 5.01 Financial Statements and Other Information 111 Section 5.02 Notices of Setoff 112 Section 11.7. Governing Law; Jurisdiction, Etc Material Events 113 Section 11.8. Waiver 5.03 Information Regarding Collateral 113 Section 5.04 Existence; Conduct of Jury Trial Business 114 Section 11.9. Reversal 5.05 Payment of Payments Taxes 114 Section 11.10. Injunctive Relief 5.06 Maintenance of Properties 114 Section 11.11. Successors and Assigns; Participations 5.07 Insurance 114 Section 11.12. Treatment 5.08 Books and Records; Inspection and Audit Rights 115 Section 5.09 Compliance with Laws and Material Contractual Obligations 116 Section 5.10 Use of Certain Information; Confidentiality Proceeds 116 Section 5.11 Subsidiaries 117 Section 5.12 Further Assurances 118 Section 5.13 Ratings 119 Section 11.13. Sharing of Payments by Lenders 5.14 [Reserved] 119 Section 5.15 Compliance with Environmental Laws 120 Section 11.14. Performance of Duties 5.16 Conditions Subsequent to the Closing Date 120 Section 11.155.17 Centre of Main Interests 120 Article VI. All Powers Coupled with Interest NEGATIVE COVENANTS 120 Section 11.16. Survival 6.01 Indebtedness; Certain Equity Securities 120 Section 11.17. Titles and Captions 121 Section 11.18. Severability of Provisions 121 Section 11.19. Counterparts; Integration; Effectiveness; Electronic Execution 121 Section 11.20. Term of Agreement 121 Section 11.21. USA Patriot Act 121 Section 11.22. Independent Effect of Covenants 122 Section 11.23. Inconsistencies with Other Documents; Intercreditor Agreement 122 Section 11.24. Lender’s Obligations Several 122 Section 11.25. Excess Interest 123 Section 11.26. Construction 123 Section 11.27. Subordination 123 Section 11.28. Acknowledgement and Consent to Bail‑In of EEA Financial Institutions 6.02 Liens 124 Section 11.29. Press Releases6.03 Fundamental Changes; Lines of Business 126 Section 6.04 Investments, etc. 124 Loans, Advances, Guarantees and Acquisitions 127 Section 11.30. Amendment 6.05 Asset Sales 129 Section 6.06 Sale and Restatement 124 Leaseback Transactions 131 Section 11.31 Non-Consenting Lenders6.07 Restricted Payments; Equalization 125 Signature Pages S‑1 Exhibit A — Reserved Exhibit B — Notice Certain Payments of Continuation/Conversion Exhibit C — Note Exhibit D — Officer’s Compliance Certificate Exhibit E — Assignment and Assumption Exhibit F — Subordination Terms Schedule 1 — Loans Schedule 1.1(a) — Immaterial Subsidiaries Schedule 1.1(b) — Retail Store Subsidiaries Schedule 5.1 — Jurisdictions of Organization Schedule 5.2 — Ownership Schedule 5.6 — Tax Returns and Payments Schedule 5.9 — Employee Benefit Matters Schedule 5.12 — Material Contracts; Customers and Suppliers Schedule 5.13 — Employee Relations Schedule 5.18 — Title to Properties Schedule 5.26 — Insurance Schedule 6.14(d) — Real Property Collateral Schedule 6.23 — Post‑Closing Matters Schedule 7.1 — Indebtedness Schedule 7.2 — Liens Schedule 7.3 — Investments Schedule 7.7 — 131 Section 6.08 Transactions with Affiliates -v- Amended and Restated Second Lien Credit Agreement This Amended and Restated Second Lien Credit Agreement is entered into as 133 Section 6.09 Restrictive Agreements 135 Section 6.10 Amendment of March 7, 2018, by and among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries Material Documents 136 Section 6.11 Financial Covenant 136 Section 6.12 Fiscal Year 138 Section 6.13 Maximum Capital Expenditures 138 Section 6.14 [Reserved] 139 Section 6.15 Permitted Activities 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-AgentParent 139 Article VII. The Borrower, North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent, previously entered into that certain Second Lien Credit Agreement dated as of February 17, 2017 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Second Lien Credit Agreement”). The Borrower and NATC have requested that the Lenders and the Administrative Agent amend certain terms of the Existing Second Lien Credit Agreement, including removing NATC as a borrower, and the Borrower, NATC, the Lenders and the Administrative Agent have agreed to make certain revisions to the Existing Second Lien Credit Agreement on the terms and conditions set forth herein. The parties hereto have agreed to amend and restate the Existing Second Lien Credit Agreement in its entirety for the sake of clarity and convenience. This Amended and Restated Second Lien Credit Agreement constitutes for all purposes an amendment and restatement of the Existing Second Lien Credit Agreement and not a new or substitute agreement. In consideration of the mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:EVENTS OF DEFAULT 140

Taxes 100. Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 Section 11.2. 2.19 Mitigation Obligations; Replacement of Lenders 104 106 Section 11.3. Notices 105 2.20 Incremental Commitments 107 Section 11.4. Amendments, Waivers and Consents 108 2.21 Defaulting Lender 111 Section 11.5. Expenses; Indemnity 110 Section 11.6. Right of Setoff 112 Section 11.7. Governing Law; Jurisdiction, Etc 2.22 Illegality 113 ARTICLE III REPRESENTATIONS AND WARRANTIES 113 Section 11.8. Waiver of Jury Trial 3.01 Organization; Powers 113 Section 3.02 Authorization 114 Section 11.9. Reversal of Payments 3.03 Enforceability 114 Section 11.10. Injunctive Relief 3.04 Governmental Approvals 114 Section 11.11. Successors and Assigns; Participations 3.05 Financial Statements 114 Section 11.12. Treatment 3.06 No Material Adverse Effect 115 Section 3.07 Title to Properties; Possession Under Leases 115 Section 3.08 Subsidiaries 116 Section 3.09 Litigation; Compliance with Laws 116 Section 3.10 Federal Reserve Regulations 116 Section 3.11 Investment Company Act 116 Section 3.12 Use of Certain Information; Confidentiality Proceeds 117 Section 3.13 Tax Returns 117 Section 3.14 No Material Misstatements 117 Section 3.15 Employee Benefit Plans 118 Section 3.16 Environmental Matters 119 Section 11.13. Sharing 3.17 Security Documents 119 Section 3.18 Location of Payments by Lenders Real Property and Leased Premises 120 Section 11.14. Performance of Duties 120 Section 11.15. All Powers Coupled with Interest 120 Section 11.16. Survival 120 Section 11.17. Titles and Captions 3.19 Solvency 121 Section 11.18. Severability of Provisions 3.20 Labor Matters 121 Section 11.19. Counterparts; Integration; Effectiveness; Electronic Execution 3.21 Insurance 121 Section 11.20. Term of Agreement 121 Section 11.21. USA Patriot Act 121 Section 11.22. Independent Effect of Covenants 3.22 No Default 122 Section 11.233.23 Intellectual Property; Licenses, Etc. Inconsistencies with Other Documents; Intercreditor Agreement 122 Section 11.24. Lender’s Obligations Several 3.24 Senior Debt 122 Section 11.25. Excess 3.25 Centre of Main Interest 122 Section 3.26 Financial Assistance 122 Section 3.27 Anti-Terrorism Laws 122 Section 3.28 Foreign Corrupt Practices Act 123 ARTICLE IV CONDITIONS OF LENDING 123 Section 11.26. Construction 4.01 All Credit Events 123 Section 11.27. Subordination 123 4.02 First Credit Event 124 ARTICLE V AFFIRMATIVE COVENANTS 127 Section 11.28. Acknowledgement 5.01 Existence; Businesses and Consent to Bail‑In of EEA Properties 127 Section 5.02 Insurance 127 Section 5.03 Taxes 128 Section 5.04 Financial Institutions 124 Section 11.29. Press ReleasesStatements, Reports, etc. 124 128 Section 11.30. Amendment 5.05 Litigation and Restatement 124 Other Notices 131 Section 11.31 Non-Consenting Lenders5.06 Compliance with Laws 132 Section 5.07 Maintaining Records; Equalization 125 Signature Pages S‑1 Exhibit A — Reserved Exhibit B — Notice of Continuation/Conversion Exhibit C — Note Exhibit D — Officer’s Compliance Certificate Exhibit E — Assignment and Assumption Exhibit F — Subordination Terms Schedule 1 — Loans Schedule 1.1(a) — Immaterial Subsidiaries Schedule 1.1(b) — Retail Store Subsidiaries Schedule 5.1 — Jurisdictions of Organization Schedule 5.2 — Ownership Schedule 5.6 — Tax Returns and Payments Schedule 5.9 — Employee Benefit Matters Schedule 5.12 — Material Contracts; Customers and Suppliers Schedule 5.13 — Employee Relations Schedule 5.18 — Title Access to Properties Schedule 5.26 — Insurance Schedule 6.14(d) — Real Property Collateral Schedule 6.23 — Post‑Closing Matters Schedule 7.1 — and Inspections 132 Section 5.08 Use of Proceeds 133 Section 5.09 Compliance with Environmental Laws 133 Section 5.10 Further Assurances; Additional Security 133 Section 5.11 Compliance with Material Contracts 136 Section 5.12 Cash Management Systems; Application of Proceeds of Accounts 137 Section 5.13 Foreign Pension Plans 140 ARTICLE VI NEGATIVE COVENANTS 140 Section 6.01 Indebtedness Schedule 7.2 — 140 Section 6.02 Liens Schedule 7.3 — Investments Schedule 7.7 — 145 Section 6.03 Sale and Lease-Back Transactions 150 Section 6.04 Investments, Loans and Advances 150 Section 6.05 Mergers, Amalgamations, Consolidations, Sales of Assets and Acquisitions 153 Section 6.06 Dividends and Distributions 157 Section 6.07 Transactions with Affiliates -v- Amended and Restated Second Lien Credit Agreement This Amended and Restated Second Lien Credit Agreement is entered into as 158 Section 6.08 Business 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. The Borrower, North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent, previously entered into that certain Second Lien Credit Agreement dated as of February 17, 2017 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Second Lien Credit Agreement”). The Borrower and NATC have requested that the Lenders Intermediate Holdings and the Administrative Agent amend certain terms of the Existing Second Lien Credit Agreement, including removing NATC as a borrower, and the Borrower, NATC, the Lenders and the Administrative Agent have agreed to make certain revisions to the Existing Second Lien Credit Agreement on the terms and conditions set forth herein. The parties hereto have agreed to amend and restate the Existing Second Lien Credit Agreement in its entirety for the sake of clarity and convenience. This Amended and Restated Second Lien Credit Agreement constitutes for all purposes an amendment and restatement of the Existing Second Lien Credit Agreement and not a new or substitute agreement. In consideration of the mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:Subsidiaries 161

Taxes 100. Section 11.2Payments Generally; Pro Rata Treatment; Sharing of Set-offs 103 SECTION 2.16. Mitigation Obligations; Replacement of Lenders 104 Section 11.3105 SECTION 2.17. Notices 105 Section 11.4[Reserved] 106 SECTION 2.18. Amendments, Waivers Incremental Facilities 106 SECTION 2.19. Refinancing Term Loans 110 SECTION 2.20. Extensions of Term Loans 111 SECTION 2.21. Prepayment Premium 113 SECTION 3.01. Organization; Powers 114 SECTION 3.02. Authorization; No Contravention 114 SECTION 3.03. Enforceability 114 SECTION 3.04. Governmental Approvals 115 SECTION 3.05. Title to Properties; Liens 115 SECTION 3.06. Subsidiaries 115 SECTION 3.07. Litigation; Compliance with Laws 116 SECTION 3.08. Federal Reserve Regulations 116 SECTION 3.09. Investment Company Act 116 SECTION 3.10. Use of Proceeds 116 SECTION 3.11. Tax Returns 116 SECTION 3.12. No Material Misstatements 117 SECTION 3.13. Environmental Matters 117 SECTION 3.14. Security Documents 118 SECTION 3.15. Location of Real Property and Consents 108 Section 11.5Leased Premises 118 SECTION 3.16. ExpensesSolvency 119 SECTION 3.17. Financial Statements; Indemnity 110 Section 11.6No Material Adverse Effect 119 SECTION 3.18. Right of Setoff 112 Section 11.7. Governing Law; Jurisdiction, Etc 113 Section 11.8. Waiver of Jury Trial 114 Section 11.9. Reversal of Payments 114 Section 11.10. Injunctive Relief 114 Section 11.11. Successors and Assigns; Participations 114 Section 11.12. Treatment of Certain Information; Confidentiality 119 Section 11.13. Sharing of Payments by Lenders Insurance 120 Section 11.14. Performance of Duties 120 Section 11.15. All Powers Coupled with Interest 120 Section 11.16. Survival 120 Section 11.17. Titles and Captions 121 Section 11.18. Severability of Provisions 121 Section 11.19. Counterparts; Integration; Effectiveness; Electronic Execution 121 Section 11.20. Term of Agreement 121 Section 11.21SECTION 3.19. USA Patriot Act PATRIOT Act; Anti-Corruption; Sanctions 120 SECTION 3.20. Intellectual Property Rights; Licenses, Etc. 121 Section 11.22SECTION 3.21. Independent Effect of Covenants Employee Benefit Plans 121 SECTION 3.22. Labor Matters 122 Section 11.23SECTION 4.01. Inconsistencies with Other DocumentsConditions Precedent 122 SECTION 5.01. Existence; Intercreditor Agreement 122 Section 11.24Businesses and Properties 124 SECTION 5.02. Lender’s Obligations Several 122 Section 11.25Insurance 124 SECTION 5.03. Excess Interest 123 Section 11.26Taxes 125 SECTION 5.04. Construction 123 Section 11.27. Subordination 123 Section 11.28. Acknowledgement and Consent to Bail‑In of EEA Financial Institutions 124 Section 11.29. Press ReleasesStatements, Reports, etc. 124 Section 11.30125 SECTION 5.05. Amendment Litigation and Restatement 124 Section 11.31 Non-Consenting LendersOther Notices 128 SECTION 5.06. Compliance with Laws 128 SECTION 5.07. Maintaining Records; Equalization 125 Signature Pages S‑1 Exhibit A — Reserved Exhibit B — Notice of Continuation/Conversion Exhibit C — Note Exhibit D — Officer’s Compliance Certificate Exhibit E — Assignment and Assumption Exhibit F — Subordination Terms Schedule 1 — Loans Schedule 1.1(a) — Immaterial Subsidiaries Schedule 1.1(b) — Retail Store Subsidiaries Schedule 5.1 — Jurisdictions of Organization Schedule 5.2 — Ownership Schedule 5.6 — Tax Returns and Payments Schedule 5.9 — Employee Benefit Matters Schedule 5.12 — Material Contracts; Customers and Suppliers Schedule 5.13 — Employee Relations Schedule 5.18 — Title Access to Properties Schedule 5.26 — Insurance Schedule 6.14(d) — Real Property Collateral Schedule 6.23 — Post‑Closing and Inspections 128 SECTION 5.08. Use of Proceeds 129 SECTION 5.09. Compliance with Environmental Laws 129 SECTION 5.10. Further Assurances; Additional Security 129 SECTION 5.11. Credit Ratings 132 SECTION 5.12. Post-Closing Matters Schedule 7.1 — 132 SECTION 6.01. Indebtedness Schedule 7.2 — 132 SECTION 6.02. Liens Schedule 7.3 — Investments Schedule 7.7 — 138 SECTION 6.03. [Reserved] 144 SECTION 6.04. Investments, Loans and Advances 144 SECTION 6.05. Fundamental Changes 149 SECTION 6.06. Dispositions 150 SECTION 6.07. Restricted Payments 154 SECTION 6.08. Transactions with Affiliates -v- Amended and Restated Second Lien Credit Agreement 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 158 SECTION 6.09. Business 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-Agentits Subsidiaries 160 SECTION 6.10. The Borrower, North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), the Guarantors party thereto, the Lenders party thereto, Prospect Capital Corporation, a Maryland corporation, as Administrative Agent, Burdensome Agreements 161 SECTION 6.11. Limitation on Payments and Fifth Third Bank, an Ohio banking corporation, as Administrative Sub-Agent, previously entered into that certain Second Lien Credit Agreement dated as Modifications of February 17, 2017 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Second Lien Credit Agreement”)Certain Indebtedness; Amendments of Certain Documents 163 SECTION 6.12. The Borrower and NATC have requested that the Lenders and the Administrative Agent amend certain terms Use of the Existing Second Lien Credit Agreement, including removing NATC as a borrower, and the Borrower, NATC, the Lenders and the Administrative Agent have agreed to make certain revisions to the Existing Second Lien Credit Agreement on the terms and conditions set forth herein. The parties hereto have agreed to amend and restate the Existing Second Lien Credit Agreement in its entirety for the sake of clarity and convenience. This Amended and Restated Second Lien Credit Agreement constitutes for all purposes an amendment and restatement of the Existing Second Lien Credit Agreement and not a new or substitute agreement. In consideration of the mutual agreements set forth in this Agreement, the parties to this Agreement agree as follows:Proceeds 165