AMENDMENTS TO INDENTURESupplemental Indenture • May 10th, 2007 • North Atlantic Holding Company, Inc. • Tobacco products • New York
TURNING POINT BRANDS, INC. AND GLAS TRUST COMPANY LLC, as Trustee INDENTURE Dated as of July 30, 2019 2.50% Convertible Senior Notes due 2024Indenture • July 31st, 2019 • Turning Point Brands, Inc. • Tobacco products • New York
INDENTURE dated as of July 30, 2019 between TURNING POINT BRANDS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and GLAS TRUST COMPANY LLC, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
TURNING POINT BRANDS, INC. COMMON STOCK SALES AGREEMENTSales Agreement • July 21st, 2017 • Turning Point Brands, Inc. • Tobacco products • New York
Turning Point Brands, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows:
EXHIBIT 10.2 SECURITY AGREEMENT SECURITY AGREEMENT dated as of June 16, 2005 (this "Agreement"), made by the Borrowers and each of the Guarantors referred to below (each a "Grantor" and, collectively, the "Grantors"), in favor of Fortress Credit...Security Agreement • June 22nd, 2005 • North Atlantic Holding Company, Inc. • Tobacco products • New York
NORTH ATLANTIC HOLDING COMPANY, INC. $97,000,000 Aggregate Principal Amount at Maturity 12 1/4% Senior Discount Notes due 2014 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2004 • North Atlantic Holding Company, Inc. • Tobacco products • New York
North Atlantic Holding Company, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to issue and sell to Citigroup Global Markets Inc. and RBC Capital Markets Corporation (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated February 11, 2004 (the “Purchase Agreement”), relating to the initial placement of the Securities (the “Initial Placement”), $97,000,000 aggregate principal amount at maturity of its 12 1/4% Senior Notes due 2014 (the “Securities”). To induce the Initial Purchasers to enter into the Purchase Agreement and to satisfy a condition of your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Initial Purchasers) (each a “Holder” and, together, the “Holders”), as follows:
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
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”).
TURNING POINT BRANDS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Turning Point Brands, Inc. • Tobacco products • New York
Turning Point Brands. Inc. Louisville, KY 40229Employment Agreement • March 12th, 2024 • 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 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 will become effective on the date on which you commence employment with the Company, which is expected to occur no later than April 1, 2024 (the "Effective Date"). For the avoidance of doubt, unless otherwise agreed to by the parties in writing, if the Effective Date does not occur for any reason by April 1, 2024, then this Agreement shall be void ab initio, and the parties shall have no rights or obligations to each other arising hereunder.
EXHIBIT 10.1 RESIGNATION AND RELEASE AGREEMENT --------------------------------- Robert Milliken and National Tobacco Company, L.P. -------------------------------------------------------------------------- ------ This RESIGNATION AND RELEASE...Resignation and Release Agreement • July 7th, 2005 • North Atlantic Holding Company, Inc. • Tobacco products
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • August 2nd, 2023 • Turning Point Brands, Inc. • Tobacco products • New York
This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time after the date hereof, this “Agreement”) is entered into as of February 11, 2021, among TURNING POINT BRANDS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent and each L/C Issuer (as defined below).
Dealer name and address]Call Option Transaction • July 31st, 2019 • Turning Point Brands, Inc. • Tobacco products
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Turning Point Brands, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
EXHIBIT 10.2 NORTH ATLANTIC HOLDING COMPANY, INC. 2006 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT THIS RESTRICTED STOCK AWARD AGREEMENT is made and entered into as of _________, 2006 by and between North Atlantic Holding Company, Inc. a...Restricted Stock Award Agreement • March 20th, 2006 • North Atlantic Holding Company, Inc. • Tobacco products • Delaware
Amended and Restated Second Lien Credit AgreementSecond Lien Credit Agreement • March 8th, 2018 • Turning Point Brands, Inc. • Tobacco products • New York
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.
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”).
CONTRACT MANUFACTURING, PACKAGING AND DISTRIBUTION AGREEMENT BETWEEN NATIONAL TOBACCO COMPANY, L.P. AND SWEDISH MATCH NORTH AMERICA, INC.Contract Manufacturing, Packaging and Distribution Agreement • November 24th, 2015 • Turning Point Brands, Inc. • Tobacco products • Ohio
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • April 8th, 2020 • Turning Point Brands, Inc. • Tobacco products • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 7, 2020, by and among Turning Point Brands, Inc., a Delaware corporation (“TPB”), Standard Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of TPB (“Merger Sub”), and Standard Diversified Inc., a Delaware corporation (“SDI”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
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”).
2005B AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 31st, 2005 • North Atlantic Holding Company, Inc. • Tobacco products • New York
This is a 2005B Amendment to the Loan Agreement (as defined below) (this “Amendment”) dated as of March _, 2005, by and among (i) JP MORGAN CHASE BANK, N.A. (“Morgan”) (the successor to Bank One, NA), a national banking association with an office and place of business in Louisville, Kentucky, as agent bank on behalf of the Banks defined herein (“the Agent Bank”) (Morgan may also be referred to as a “Bank”); (ii) Morgan and LaSalle Bank, National Association (“LaSalle” each a “Bank” and collectively, the “Banks”); (iii) NORTH ATLANTIC TRADING COMPANY, INC., a Delaware corporation with its principal office and place of business and registered office in New York, New York (the “Borrower”); (iv) the SUBSIDIARIES identified on Schedule 1.2 hereto (each a “Subsidiary” and collectively, the “Subsidiaries”); and (v) NORTH ATLANTIC HOLDING COMPANY, INC., a Delaware corporation with its principal office and place of business and registered office in New York, New York, and the 100% owner of the
FIRST LIEN TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This FIRST LIEN TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 13th day of January, 2014, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
UNSECURED PROMISSORY NOTEUnsecured Promissory Note • December 2nd, 2016 • Turning Point Brands, Inc. • Tobacco products • Delaware
FOR VALUE RECEIVED, the undersigned National Tobacco Company, L.P., a Delaware limited partnership (the “Borrower”), promises to pay to the order of ______________________ (the “Seller”), the principal sum of ______________________________________________Dollars ($____________).
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”).
Amended and Restated First Lien Credit AgreementFirst Lien Credit Agreement • March 8th, 2018 • Turning Point Brands, Inc. • Tobacco products • New York
This Amended and Restated First 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, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and L/C Issuer, Capital One, National Association, a national banking association, as Syndication Agent, and Regions Bank, as Documentation Agent.
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”).
SECOND LIEN PATENT SECURITY AGREEMENTPatent Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This SECOND LIEN PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 13th day of January, 2014, by and among the Grantor referred to on the signature pages hereof (“Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
CONSENT AGREEMENTConsent Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products • New York
CONSENT AGREEMENT, dated as of April 4, 1997 (this “Agreement”) between Bolloré Technologies S.A., a corporation organized under the laws of the Republic of France (“Bolloré”), and North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”).
FIRST LIEN COPYRIGHT SECURITY AGREEMENTCopyright Security Agreement • November 5th, 2015 • Turning Point Brands, Inc. • Tobacco products
This FIRST LIEN COPYRIGHT SECURITY AGREEMENT (this “Copyright Security Agreement”) is made this 13th day of January, 2014, by and among Grantors listed on the signature pages hereof (collectively, jointly and severally, “Grantors” and each individually “Grantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Wells Fargo”), in its capacity as agent for the Lenders and the other Secured Parties (in such capacity, together with its successors and assigns in such capacity, “Agent”).
FORM OF WARRANT PURCHASE AGREEMENTWarrant 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”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXCHANGE AND STOCKHOLDERS’ AGREEMENTExchange and Stockholders’ Agreement • April 28th, 2016 • Turning Point Brands, Inc. • Tobacco products
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED EXCHANGE AND STOCKHOLDERS’ AGREEMENT (this “Amendment”) is made and entered into as of April 28, 2016, by and among Turning Point Brands, Inc. (f/k/a North Atlantic Holding Company, Inc.), a Delaware corporation (the “Company”), North Atlantic Trading Company, Inc., a Delaware corporation (“NATC”), the Persons executing this Amendment on the signature pages hereto and all other persons who are “Stockholders” under the Exchange and Stockholders’ Agreement dated as of June 25, 1997, as amended by the Amended and Restated Exchange and Stockholders’ Agreement dated as of February 9, 2004 (the “Stockholders’ Agreement”), or otherwise bound by the provisions thereof (such Persons, together with any Person who may hereafter become a stockholder party hereto as provided herein being referred to collectively as the “Stockholders” and, individually, as a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meaning
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 5th, 2021 • Turning Point Brands, Inc. • Tobacco products • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of February 11, 2021 by and among Turning Point Brands, Inc., a Delaware corporation (the “Company”), the other parties named on the signature pages hereto (together with the Company, the “Grantors”, and each a “Grantor”), and GLAS Trust Company LLC, a limited liability company organized and existing under the laws of the State of New Hampshire, in its capacity as collateral agent (the “Collateral Agent”) under the Indenture (as defined below).
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”).
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”).
RELEASE AND SEVERANCE AGREMENTRelease and Severance Agreement • October 27th, 2020 • Turning Point Brands, Inc. • Tobacco products
This Release and Severance Agreement (this "Release") is entered into by and between James W. Dobbins ("Employee") and Turning Point Brands, Inc. ("Turning Point" and, collectively with its direct and indirect subsdiary(ies), the "Company"). Employee and Turning Point are referred to herein as the "Parties."
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • March 13th, 2017 • Turning Point Brands, Inc. • Tobacco products • Delaware
This NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), is made as of ____________________ (the “Grant Date”) between Turning Point Brands, Inc., a Delaware corporation (the “Company”), and _____________ (the “Participant”), and is made pursuant to the terms of the Company’s 2015 Equity Incentive Plan (the “Plan”). Capitalized terms used herein but not defined shall have the meanings set forth in the Plan.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 16th, 2023 • Turning Point Brands, Inc. • Tobacco products • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of May 10, 2023, among Turning Point Brands, Inc., a Delaware corporation (the “Borrower”), the Subsidiaries of the Borrower identified in the Credit Agreement (as defined below) as Guarantors, the Lenders party hereto constituting all Revolving Credit Lenders, and Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
