AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • April 8th, 2020 • Standard Diversified 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.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 8th, 2020 • Standard Diversified Inc. • Tobacco products • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 7, 2020, by and among Billboards LLC, a Delaware limited liability company (“Buyer”), and Standard Diversified Inc., a Delaware corporation (“Seller”), being the owner of all of the membership interests of Standard Outdoor LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (the “Company”).
